Common use of Purchase and Sale of Letter of Credit Participations Clause in Contracts

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Revolving Commitment bears to the aggregate Revolving Commitments (although the Fronting Fee payable under Section 2.06(b) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c), there shall be an automatic adjustment to the participations in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon Immediately upon the issuance by an Issuing Lender L/C Issuer of a an Letter of Credit, such Issuing Lender L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderL/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities L/C Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing LenderL/C Issuer, and the Lenders (other than such Issuing LenderL/C Issuer) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)10.07 or as otherwise adjusted from time to time in accordance with this Agreement, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all L/C Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon Immediately upon the issuance by a L/C Issuer of an Issuing Lender of a Letter of Credit, such Issuing Lender L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Facility Lender, and each Revolving Facility Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderL/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities L/C Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.13 shall be payable directly to the Administrative Agent for the account of the applicable Issuing LenderL/C Issuer, and the Lenders (other than such Issuing LenderL/C Issuer) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Facility Commitments pursuant to Section 9.06(c)9.04 or as otherwise adjusted from time to time in accordance with this Agreement, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all L/C Obligations to reflect the adjusted Revolving Facility Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Facility Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a an Additional Letter of Credit, such Issuing Lender the Administrative Agent shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lenderthe Administrative Agent, without recourse or warranty, an undivided participation interest Participation Interest in the LC Support Agreement obligations in respect of such Additional Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)10.06, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities LC Support Agreements to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender L/C Issuer of a an Letter of Credit, such Issuing Lender L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderL/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities L/C Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing LenderL/C Issuer, and the Lenders (other than such Issuing LenderL/C Issuer) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)10.07, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all L/C Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon ----------------------------------------------------- the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Revolving Commitment bears to the aggregate Revolving Commitments (although the Fronting Fee payable under Section 2.06(b) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c), there shall be an automatic adjustment to the participations in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities in the proportion accordance with its respective Revolving Commitment bears to the aggregate Revolving Commitments Ratio (although the Fronting Fee payable under Section 2.06(b2.07(b) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section Sections 2.19, 2.20 or 9.06(c), there shall be an automatic adjustment to the participations in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect the adjusted Revolving Commitments of the Lenders pursuant to Sections 2.19 or 2.20, or the adjustment of the Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving CommitmentsCommitments pursuant to Section 9.06(c), as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.12 shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)10.06, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all LC Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon Immediately upon the issuance by a L/C Issuer of an Issuing Lender of a Letter of Credit, such Issuing Lender L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving R-2 Facility Lender, and each Revolving R-2 Facility Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderL/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities L/C Obligations in the proportion its Revolving R-2 Commitment Percentage bears to the aggregate Revolving Commitments R-2 Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.13 shall be payable directly to the Administrative Agent for the account of the applicable Issuing LenderL/C Issuer, and the Lenders (other than such Issuing LenderL/C Issuer) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving R-2 Facility Commitments pursuant to Section 9.06(c)9.04 or as otherwise adjusted from time to time in accordance with this Agreement, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all L/C Obligations to reflect the adjusted Revolving R-2 Facility Commitments of the assigning and assignee Lenders or of all Lenders having Revolving R-2 Facility Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon Immediately upon the issuance by an Issuing Lender L/C Issuer of a an Letter of Credit, such Issuing Lender L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderL/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities L/C Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing LenderL/C Issuer, and the Lenders (other than such Issuing LenderL/C Issuer) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)2.10(a) or Section 10.07, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all L/C Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon Immediately upon the issuance by an Issuing Lender L/C Issuer of a an Additional Letter of Credit, such Issuing Lender L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing LenderL/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities L/C Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing LenderL/C Issuer, and the Lenders (other than such Issuing LenderL/C Issuer) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)2.10(a) or Section 10.07, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit (including all Existing Letters of Credit, if any) and Letter of Credit Liabilities all L/C Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Domestic Revolving Lender, and each Domestic Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Domestic Revolving Commitment Percentage bears to the aggregate Domestic Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Domestic Revolving Commitments pursuant to Section 9.06(c)10.06, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all LC Obligations to reflect the adjusted Domestic Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Domestic Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities in the proportion accordance with its respective Revolving Commitment bears to the aggregate Revolving Commitments Ratio (although the Fronting Fee payable under Section 2.06(b2.07(b) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section Sections 2.19 or 9.06(c), there shall be an automatic adjustment to the participations in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect the adjusted Revolving Commitments of the Lenders pursuant to Sections 2.19, or the adjustment of the Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving CommitmentsCommitments pursuant to Section 9.06(c), as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a an Additional Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b2.12(b)(ii) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)2.17 or Section 11.06, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit (including all Existing Letters of Credit, if any) and Letter of Credit Liabilities all LC Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may beLenders.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such the Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such the Issuing Lender, without recourse or warranty, an undivided participation interest Participation Interest in the obligations in respect of such Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such the Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c), 10.06 there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) SECTION 2.12 shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)SECTION 10.06, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities all LC Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a an Additional Letter of Credit, such Issuing Lender the Administrative Agent shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lenderthe Administrative Agent, without recourse or warranty, an undivided participation interest Participation Interest in the LC Support Agreement obligations in respect of such Additional Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b) 2.11 shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)10.06 and upon the Original Revolving Termination Date after giving effect to the termination of the R-1 Revolving Commitments on such date, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit and Letter of Credit Liabilities LC Support Agreements to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may bebe and/or in connection with such termination of the R-1 Revolving Commitments.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities in the proportion accordance with its respective Revolving Commitment bears to the aggregate Revolving Commitments Ratio (although the Fronting Fee payable under Section 2.06(b2.07(b) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section Sections 2.01, 2.08 or 9.06(c), there shall be an automatic adjustment to the participations in all outstanding Letters of Credit and Letter of Credit Liabilities to reflect the adjusted adjustment of the Revolving Commitments of the Non-Defaulting Lenders or of the assigning and assignee Lenders or of all Lenders having Revolving CommitmentsCommitments pursuant to Section 9.06(c), as the case may be.

Purchase and Sale of Letter of Credit Participations. Upon the issuance by an Issuing Lender of a an Additional Letter of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related Letter of Credit Liabilities LC Obligations in the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Commitments Committed Amount (although the Fronting Fee any fronting fee payable under Section 2.06(b2.12(b)(ii) shall be payable directly to the Administrative Agent for the account of the applicable Issuing Lender, and the Lenders (other than such Issuing Lender) shall have no right to receive any portion of any such Fronting Feefronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 9.06(c)11.06, there shall be an automatic adjustment to the participations Participation Interests in all outstanding Letters of Credit (including all Existing Letters of Credit, if any) and Letter of Credit Liabilities all LC Obligations to reflect the adjusted Revolving Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.