Participation in Letters of Credit. If, for any reason, Agent (and the Fronting Lender if the Fronting Lender is a Lender other than Agent) shall be unable to or, in the opinion of Agent, it shall be impracticable to, convert any Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Fronting Lender if the Fronting Lender is a Lender other than Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and Agent shall promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the account of the Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by Borrowers pursuant to this Section 2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(v) by wire transfer of immediately available funds (in Dollars, in the Dollar Equivalent for amounts drawn in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro ...
Participation in Letters of Credit. Concurrently with the issuance of each Letter of Credit, the applicable Issuing Bank shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank's Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the applicable Issuing Bank's "participation" therein. Each Issuing Bank hereby agrees, upon request of the Agent or any Bank, to deliver to such Bank a list of all outstanding Letters of Credit issued by such Issuing Bank, together with such information related thereto as such Bank may reasonably request.
Participation in Letters of Credit. Immediately upon the issuance of each Letter of Credit, the Agent shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the Obligations of the Company under this Second Restated Credit Agreement related to such Letter of Credit in an amount equal to the Ratable Portion of such Lender therein, to the end that all of the Lenders shall share the obligations and risks as to Letters of Credit in accordance with their respective Ratable Portions. Each Lender irrevocably agrees to pay to the Agent upon demand at any time the amount of such Lender's participation in such Letter of Credit Obligation.
Participation in Letters of Credit. Immediately upon the issuance by Agent of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Pro Rata Share, in such Letter of Credit and any security therefore and any guaranty pertaining thereto. Notwithstanding the foregoing, by its purchase of such participation, no Lender shall be deemed to have assumed any liability to the beneficiary of any Letter of Credit. The Agent shall promptly upon receipt thereof, remit to the Lenders, in accordance with their respective Pro Rata Shares, all Letter of Credit fees received by the Agent under subsection 2.6(c). In the event Agent makes any payment to any Person with respect to any Letter of Credit, Agent shall promptly notify the other Lenders with a participating interest in such Letter of Credit specifying the amount reimbursable by the Borrower thereunder. If such reimbursement is not made by the Borrower on the day when due the amount of such reimbursement obligation shall be deemed to be a Revolving Loan made pursuant to Section 2.1.
Participation in Letters of Credit. (i) The L/C Issuer hereby sells to each other Lender, and each other Lender hereby purchases from the L/C Issuer, without recourse to the L/C Issuer (except as to payments to be made by the L/C Issuer to such Lender under Section 2.4(c)) an undivided interest in each Letter of Credit and in the fees payable pursuant to Section 2.4(c)(i) above, in each case, equal to such Lender’s Pro Rata Share thereof.
Participation in Letters of Credit. Effective upon the issuance by the Issuing Bank of any Letter of Credit hereunder, each Bank severally (and not jointly), irrevocably and unconditionally agrees to purchase and receive, and does purchase and receive from the Issuing Bank, without recourse or warranty, an undivided participation interest in such Letter of Credit in a percentage equal to such Bank's Pro Rata Share.
Participation in Letters of Credit. Concurrently with the issuance of each Letter of Credit, (it being expressly understood that all letter of credit obligations of the Company and Subsidiaries existing before the Effective Date shall be deemed issued as of the Effective Date solely for purposes of this SECTION 1.7) BAI shall notify each Bank of such issuance and shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from BAI, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank's Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purpose of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be BAI's "participation" therein. BAI hereby agrees to deliver to such Bank a list of outstanding Letters of Credit, copies of such Letters of Credit, Letter of Credit Applications and related documentation as such other Bank may from time to time reasonably request.
Participation in Letters of Credit. Concurrently with the issuance of ---------------------------------- each Letter of Credit (and with respect to each Existing Letter of Credit, on the Effective Date), the applicable Issuing Bank shall be deemed to have sold and transferred to each other Revolving Bank, and each other Revolving Bank shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such other Revolving Bank's Revolving Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the applicable Issuing Bank's "participation" therein. Each Issuing Bank hereby agrees, upon request of the Agent or any Revolving Bank, to deliver to such Revolving Bank a list of all outstanding Letters of Credit issued by such Issuing Bank, together with such information related thereto as such Revolving Bank may reasonably request.
Participation in Letters of Credit. Concurrently with the issuance ---------------------------------- of each Letter of Credit, BofA shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from BofA, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank's Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be BofA's "participation" therein. BofA hereby agrees (a) to notify each Bank upon the issuance of, or any increase in the amount of, any Letter of Credit; and (b) upon request of any Bank, to deliver to such Bank a list of all outstanding Letters of Credit, together with such information related thereto as such Bank may reasonably request.
Participation in Letters of Credit. (a) Grant and Acceptance of Participations in Letters of Credit. Upon the terms and subject to the conditions of this Agreement and effective immediately on date of issuance of a Letter of Credit, the Agent hereby grants to each Tranche 2 Bank, and each Tranche 2 Bank hereby accepts from the Agent, without representation or warranty, an undivided participation in and to each Letter of Credit and the Agent's obligations thereunder (a "Letter of Credit Participation") and, to the extent hereinafter provided, the Borrower's LOC Reimbursement Obligations with respect to each such Letter of Credit, equal to each Tranche 2 Bank's pro rata percentage of the face amount of each such Letter of Credit, based upon the Tranche 2 Commitments. The Agent shall give each Tranche 2 Bank notice of the issuance and amendment of each Letter of Credit on a weekly basis. Such notice shall specify the amount of such Letter of Credit and the maturity date thereof.
