Common use of Reimbursement Obligations of Lenders Clause in Contracts

Reimbursement Obligations of Lenders. Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s Commitment Percentage of such amount, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent under each Letter of Credit to the extent that such amount is not reimbursed by the Borrower pursuant to §3.2 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). All actions taken by the Administrative Agent pursuant to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent or any other Person, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, or (iv) any other circumstance, happening or event whatsoever. (e)

Reimbursement Obligations of Lenders. Each Applicable Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s applicable Commitment Percentage of such amountPercentage, to reimburse the Administrative Agent Issuing Lender on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each applicable Letter of Credit to the extent that such amount is not reimbursed by the Applicable Borrower pursuant to §3.2 5.2 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). All actions taken by Without limiting the Administrative Agent pursuant to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agentforegoing, prior to its issuing, extending or renewing any Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such each Applicable Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such purchase Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent Applicable Agent, the Issuing Lender, the Applicable Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of the any Borrower, any of the Guarantors or any Lender; (d) any breach of any of the Loan Documents by any Borrower, any of the Guarantors or any Lender; or (ive) any other circumstance, happening or event whatsoever. (e), whether or not similar to any of the foregoing.

Reimbursement Obligations of Lenders. Each Revolving Credit Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Revolving Credit Lender’s Commitment Percentage of such amountthereof, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each Letter of Credit issued in accordance with the terms hereof to the extent that such amount is not reimbursed by the Borrower Borrowers pursuant to §3.2 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). All actions taken by Without limiting the Administrative Agent pursuant foregoing, each Revolving Credit Lender's obligation to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any purchase Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Administrative Agent Agent, the Issuing Lender, any Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of the Borrower, any Borrower or any Revolving Credit Lender; (ivd) any other circumstance, happening breach of any of the Loan Documents by any Borrower or event whatsoever. (e)any Revolving Credit Lender; or

Reimbursement Obligations of Lenders. Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s 's Commitment Percentage of such amountPercentage, to reimburse the Administrative Agent Issuing Lender on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each Letter of Credit to the extent that such amount is not reimbursed by the US Borrower pursuant to §3.2 (Section)5.2 (such agreement for a Lender being called herein the “"Letter of Credit Participation” " of such Lender). All actions taken by Without limiting the Administrative Agent pursuant foregoing, each Lender's obligation to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any purchase Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent Agent, the Issuing Lender, the US Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of the US Borrower, any of the US Guarantors or any Lender; (d) any breach of any of the Loan Documents by the US Borrower, any of the US Guarantors or any Lender; or (ive) any other circumstance, happening or event whatsoever. (e), whether or not similar to any of the foregoing.

Reimbursement Obligations of Lenders. Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s Commitment Percentage of such amount, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent under each Letter of Credit to the extent that such amount is not reimbursed by the Borrower pursuant to §3.2 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). All actions taken by the Administrative Agent pursuant to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent or any other Person, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, or (iv) any other circumstance, happening or event whatsoever. (e).

Reimbursement Obligations of Lenders. Each Revolving Credit Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Revolving Credit Lender’s 's Commitment Percentage of such amountthereof, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each Letter of Credit issued in accordance with the terms hereof to the extent that such amount is not reimbursed by the Borrower Borrowers pursuant to §3.2 (such agreement for a Lender being called herein the “"Letter of Credit Participation” " of such Lender). All actions taken by Without limiting the Administrative Agent pursuant foregoing, each Revolving Credit Lender's obligation to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any purchase Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Administrative Agent Agent, the Issuing Lender, any Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of any Borrower or any Revolving Credit Lender; (d) any breach of any of the Borrower, Loan Documents by any Borrower or any Revolving Credit Lender; or (ive) any other circumstance, happening or event whatsoever. (e), whether or not similar to any of the foregoing.

Reimbursement Obligations of Lenders. Each Revolving Credit Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Revolving Credit Lender’s 's Commitment Percentage of such amountthereof, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each Letter of Credit issued in accordance with the terms hereof to the extent that such amount is not reimbursed by the Borrower Borrowers pursuant to §3.2 (such agreement for a Lender being called herein the “"Letter of Credit Participation” " of such Lender). All actions taken by Without limiting the Administrative Agent pursuant foregoing, each Revolving Credit Lender's obligation to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any purchase Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-set- off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Administrative Agent Agent, the Issuing Lender, any Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of any Borrower or any Revolving Credit Lender; (d) any breach of any of the Borrower, Loan Documents by any Borrower or any Revolving Credit Lender; or (ive) any other circumstance, happening or event whatsoever. (e), whether or not similar to any of the foregoing.

Reimbursement Obligations of Lenders. Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s 's Commitment Percentage of such amountPercentage, to reimburse the Administrative Agent Issuing Lender on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each Letter of Credit to the extent that such amount is not reimbursed by the US Borrower pursuant to §3.2 Section 5.2 (such agreement for a Lender being called herein the “"Letter of Credit Participation” " of such Lender). All actions taken by Without limiting the Administrative Agent pursuant foregoing, each Lender's obligation to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agent, prior to its issuing, extending or renewing any purchase Letter of Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent Agent, the Issuing Lender, the US Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of the US Borrower, any of the US Guarantors or any Lender; (d) any breach of any of the Loan Documents by the US Borrower, any of the US Guarantors or any Lender; or (ive) any other circumstance, happening or event whatsoever. (e), whether or not similar to any of the foregoing.

Reimbursement Obligations of Lenders. Each Revolving Credit Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Revolving Credit Lender’s Commitment Percentage of such amountthereof, to reimburse the Administrative Agent on demand for the amount of each draft paid by the Administrative Agent Issuing Lender under each Letter of Credit issued in accordance with the terms hereof to the extent that such amount is not reimbursed by the Borrower Borrowers pursuant to §3.2 (such agreement for a Lender being called herein the “Letter of Credit Participation” of such Lender). All actions taken by Without limiting the Administrative Agent pursuant to the provisions of this §3 shall be conclusive and binding on the Lenders absent the Administrative Agent’s gross negligence or willful misconduct. Unless the Administrative Agentforegoing, prior to its issuing, extending or renewing any Letter of each Revolving Credit pursuant to this §3, shall have received from a Lender a written notice identifying any applicable condition precedent set forth in §10 which is not then satisfied, such Lender’s obligation to reimburse the Administrative Agent with respect to drawings under such purchase Letter of Credit pursuant to §3.3 Participations shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, without limitation, including (ia) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Administrative Agent Agent, the Issuing Lender, any Borrower or any other Person, Person for any reason whatsoever; (iib) the occurrence or continuance and continuation of any Default or Event of Default, ; (iiic) any adverse change in the condition (financial or otherwise) of any Borrower or any Revolving Credit Lender; (d) any breach of any of the Borrower, Loan Documents by any Borrower or any Revolving Credit Lender; or (ive) any other circumstance, happening or event whatsoever. (e), whether or not similar to any of the foregoing.