Risk Participations Sample Clauses

The "Risk Participations" clause defines the terms under which a lender may share or transfer a portion of its credit risk in a loan or financial transaction to another financial institution, known as a participant. Typically, this involves the original lender entering into an agreement with the participant, who agrees to assume a specified share of the risk and, in return, receives a corresponding share of interest or fees generated by the loan. This arrangement allows the original lender to manage its risk exposure and regulatory capital requirements, while providing the participant with an investment opportunity. The core function of this clause is to facilitate risk sharing among financial institutions, thereby promoting greater flexibility and stability in lending markets.
Risk Participations. (i) The LC Issuer hereby sells to each of the Purchasers, and, to induce the LC Issuer to issue Letters of Credit hereunder, each Purchaser hereby irrevocably accepts and purchases from the LC Issuer, on the terms and conditions hereinafter stated, for such Purchaser’s own account and risk, an undivided interest equal to such Purchaser’s Pro Rata Share of the LC Issuer’s rights and obligations under each Letter of Credit issued hereunder and the amount of each LC Disbursement paid by the LC Issuer thereunder. Each Purchaser absolutely, unconditionally and irrevocably agrees with the LC Issuer that, if an LC Disbursement is paid under any Letter of Credit for which the LC Issuer is not reimbursed in full by the Transferor in accordance with the terms of this Agreement (including, without limitation, reimbursement with the proceeds of a Transfer, such Purchaser shall pay to the LC Issuer upon demand an amount equal to such Purchaser’s Pro Rata Share of the amount of such LC Disbursement, or any part thereof, which is not so reimbursed. (ii) Upon becoming aware of any amount required to be paid by any Purchaser to the LC Issuer pursuant to Section 2.03(e)(i) in respect of any unreimbursed portion of any LC Disbursement made by the LC Issuer under any Letter of Credit, the Administrative Agent shall notify each Purchaser of the amount and due date of such required payment and such Purchaser shall pay to the LC Issuer the amount specified on the applicable due date. If any such amount is paid to the LC Issuer after the date such payment is due, such Purchaser shall pay to the LC Issuer on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the LC Issuer, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. With respect to payment to the LC Issuer of the unreimbursed amounts described in this Section 2.03(e)(ii), if the Purchasers receive notice that any such payment is due (A) prior to 1:00 p.m. (New York time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (New York time) on any Business Day, such payment shall be due on the following Business Day. (iii) Whenever, at any time after the LC Issuer has made an...
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Risk Participations. Immediately upon issuance of any Permitted FX Contract, each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty by Agent, an undivided participation in the Agent's risk and liability under such Permitted FX Contract, equal to such Lender's Pro Rata Share. In the event that Agent suffers any loss in connection with any Permitted FX Contract, the Lenders shall pay their Pro Rata Share of such loss on demand following receipt of notice by such Lender of the incurrence of such a loss by Agent.
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Risk Participations. Immediately upon issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty by Agent, an undivided participation interest in such Letter of Credit and Agent's risk and liability under such Letter of Credit, equal to such Lender's Pro Rata Share of the face amount of such Letter of Credit
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Risk Participations. The Lenders intend that after an acceleration of the Obligations pursuant to Section 7, the ratio for each Lending Unit of the aggregate Exposure of the Borrowers to such Lending Unit to the aggregate Exposure of the Borrowers to all Lending Units shall equal such Lending Unit's Pro Rata Share. Accordingly, immediately upon the acceleration of the Obligations pursuant to Section 7, each Canadian Loan, each Australian Loan and each Obligation relating thereto shall be deemed to be a Dollar Loan in an amount equal to the Dollar Equivalent of such Canadian Loan, Australian Loans or other Obligations, as applicable, and accordingly the liability of the Borrowers to pay and the right of the Lenders to receive payment of all Canadian Loans, Australian Loans and Obligations relating thereto shall thereupon be to pay or to receive, respectively, Dollar in the amounts so determined. At such time, the Administrative Agent shall determine for which Lending Units, if any, the ratio of the aggregate Exposure of the Borrowers to such Lending Unit to the aggregate Exposure of the Borrowers to all Lending Units is less than such Lending Unit's Pro Rata Share (such Lending Unit is herein called "Purchasing Lending Unit"), and for which Lending Units, if any, the ratio of the aggregate exposure of the Borrowers to such Lending Unit to the aggregate Exposure of the Borrowers to all Lending Units is greater than such Lending Unit's Pro Rata Share (such Lending Unit is herein called a "Selling Lending Unit). Promptly after such determination is made, notwithstanding the allocation of the Commitment of any Lending Unit as among the Canadian Commitments, the Australian Commitments and the U.S. Commitments, each Purchasing Lending Unit shall purchase from the Selling Lending Units, and each Selling Lending Unit shall sell to each Purchasing Lending Unit, for cash and without representation or warranty, a portion of the outstanding Loans from such Selling Lending Unit, and if necessary to achieve the objective of this Section, each Purchasing Lending Unit shall also purchase risk participations in respect of a portion of such Selling Lending Unit's liability for outstanding Bankers' Acceptances, Letters of Credit and Gold Loans, such that each Lending Unit's share of the aggregate Exposure of the Borrowers shall equal its Pro Rata Share. The amounts and particulars of the purchases and sales of the Loans, Bankers' acceptances, Letters of Credit and Gold Loans for the purpose of th...
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Risk Participations. By the issuance of a Letter of Credit, and without any further action on the part of the Issuing Bank or the Banks in respect thereof, the Issuing Bank shall be deemed to have granted to each Bank, and each Bank shall be deemed to have acquired from the Issuing Bank, a participation, to the extent of its Pro-Rata Share, in such Letter of Credit. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees to pay to the Issuing Bank, in accordance with Section 2.3(g) below, such Bank’s Pro-Rata Share of all Reimbursement Obligations; provided, however, that a Bank shall not be obligated to make any such payment with respect to any disbursement made under any Letter of Credit as a result of the gross negligence or willful misconduct of the Issuing Bank. Each Bank acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of any Default or Event of Default hereunder, and that each such payment shall be made without any offset, abatement, withholding, or reduction whatsoever.
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Risk Participations 
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Related to Risk Participations

  • L/C Participations (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

  • Participations By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Other Lenders' Participation Upon the issuance of each Letter of Credit issued by the Issuer pursuant hereto, and without further action, each Lender (other than the Issuer) that has a Revolving Loan Commitment shall be deemed to have irrevocably purchased from the Issuer, to the extent of its Percentage in respect of Revolving Loans, and the Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and such Lender shall, to the extent of its Percentage in respect of Revolving Loans, be responsible for reimbursing promptly (and in any event within one Business Day) the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Lender shall, to the extent of its Percentage in respect of Revolving Loans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Lender has reimbursed the Issuer for a Disbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement.

  • Reimbursement; Participations (a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor. (d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.