Common use of The Participating Interests Clause in Contracts

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing the relevant U.S. Letter of Credit), by its acceptance hereof, severally agrees to purchase from the U.S. L/C Issuer, and the U.S. L/C Issuer hereby agrees to sell to each such Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”), to the extent of its U.S. Revolver Percentage, in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, the U.S. L/C Issuer; and each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer in issuing the relevant Canadian Letter of Credit), by its acceptance hereof, severally agrees to purchase from the Canadian L/C Issuer, and the Canadian L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), to the extent of its Canadian Revolver Percentage, in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the Canadian L/C Issuer. Upon any failure by a Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c) above, or if the L/C Issuer is required at any time to return to a Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A from the relevant L/C Issuer (with a copy to Administrative Agent) to such effect, if such certificate is received before 1:00 p.m., or not later than 1:00 p.m. the following Business Day, if such certificate is received after such time, pay to Administrative Agent for the account of the relevant L/C Issuer an amount equal to such Participating Lender’s relevant Revolver Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater of the Federal Funds Rate (or, in the case of a Loan denominated in Canadian Dollars, the CDOR Rate for each such day as determined by Administrative Agent) and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) in the case of a U.S. Reimbursement Obligation, the Base Rate in effect for each such day and (y) in the case of a Canadian Reimbursement Obligation, the Canadian Prime Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer(s) under this Section shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Participating Lender may have or have had against any Borrower, the L/C Issuer(s), Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing with respect to the relevant applicable U.S. Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the U.S. L/C IssuerIssuers, and the U.S. each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”), ) to the extent of its U.S. Revolver Percentage, Percentage in each U.S. Letter of Credit Exhibit 10.1 issued by, and each U.S. Reimbursement Obligation owed to, the such U.S. L/C Issuer; and each . Each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer in issuing with respect to the relevant applicable Canadian Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the Canadian L/C IssuerIssuers, and the Canadian each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), ) to the extent of its Canadian Revolver Percentage, Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the such Canadian L/C Issuer. Upon any Borrowers’ failure by a Borrower to pay any Reimbursement Obligation on the date and at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c) aboverequired, or if the an L/C Issuer is required at any time to return to a Borrower the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the relevant such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the relevant applicable L/C Issuer an amount equal to such Participating Lender’s relevant U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater (x) if such Letter of the Federal Funds Rate (or, in the case of a Loan Credit is denominated in Canadian Dollars, in Canadian Dollars the CDOR Rate Canadian L/C Issuer’s cost of funds for each such day as determined by Administrative Agentand (y) and a rate determined by Administrative Agent if such Letter of Credit is denominated in accordance with banking industry rules on interbank compensation U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the case of a U.S. Reimbursement Obligation, the Base Canadian Prime Rate in effect for each such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the case of a Canadian Reimbursement Obligation, the Canadian Prime Base Rate in effect for each such day. Each such Participating Lender shall thereafter shall, after making its appropriate payment, be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer(s) Issuers under this Section 2.2 shall be absolute, irrevocable, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set offset‑off, counterclaim or defense to payment which any Participating Lender may have or have has had against any Borrowerthe Borrowers, the applicable L/C Issuer(s)Issuer, the Administrative Agent, any Lender or any other Person whatsoeverPerson. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any the Exhibit 10.1 Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing the relevant U.S. Letter of Credit), by its acceptance hereof, severally agrees to purchase from the U.S. L/C Issuer, and the U.S. L/C Issuer hereby hxxxxx agrees to sell to each such Lender (a “U.S. Participating Lender”” ), an undivided percentage participating interest (a “U.S. Participating Interest”)) , to the extent of its U.S. Revolver Percentage, in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, the U.S. L/C Issuer; and each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer in issuing the relevant Canadian Letter of Credit), by its acceptance hereof, severally agrees to purchase from the Canadian L/C Issuer, and the Canadian L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), to the extent of its Canadian Revolver Percentage, in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the Canadian L/C Issuer. Upon any failure by a the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c) above, or if the L/C Issuer is required at any time to return to a the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the relevant L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the relevant L/C Issuer an amount equal to such Participating LenderLxxxxx’s relevant Revolver Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater of the Federal Funds Rate (or, in the case of a Loan denominated in Canadian Dollars, the CDOR Rate for each such day as determined by Administrative Agent) and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) in the case of a U.S. Reimbursement Obligation, the Base Rate in effect for each such day and (y) in the case of a Canadian Reimbursement Obligation, the Canadian Prime Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer(s) under this Section shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Participating Lender may have or have had against any Borrower, the L/C Issuer(s), Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.:

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing with respect to the relevant applicable U.S. Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the U.S. L/C IssuerIssuers, and the U.S. each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”), ) to the extent of its U.S. Revolver Percentage, Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, the such U.S. L/C Issuer; and each . Each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer in issuing with respect to the relevant applicable Canadian Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the Canadian L/C IssuerIssuers, and the Canadian each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), ) to the extent of its Canadian Revolver Percentage, Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the such Canadian L/C Issuer. Upon any Borrowers’ failure by a Borrower to pay any Reimbursement Obligation on the date and at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c) aboverequired, or if the an L/C Issuer is required at any time to return to a Borrower the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the relevant such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the relevant applicable L/C Issuer an amount equal to such Participating Lender’s relevant U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater (x) if such Letter of the Federal Funds Rate (or, in the case of a Loan Credit is denominated in Canadian Dollars, in Canadian Dollars the CDOR Rate Canadian L/C Issuer’s cost of funds for each such day as determined by Administrative Agentand (y) and a rate determined by Administrative Agent if such Letter of Credit is denominated in accordance with banking industry rules on interbank compensation U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the case of a U.S. Reimbursement Obligation, the Base Canadian Prime Rate in effect for each such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the case of a Canadian Reimbursement Obligation, the Canadian Prime Base Rate in effect for each such day. Each such Participating Lender shall thereafter shall, after making its appropriate payment, be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer(s) Issuers under this Section 2.2 shall be absolute, irrevocable, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set set-off, counterclaim or defense to payment which any Participating Lender may have or have has had against any Borrowerthe Borrowers, the applicable L/C Issuer(s)Issuer, the Administrative Agent, any Lender or any other Person whatsoeverPerson. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing with respect to the relevant applicable U.S. Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the U.S. L/C IssuerIssuers, and the U.S. each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”), ) to the extent of its U.S. Revolver Percentage, Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, the such U.S. L/C Issuer; and each . Each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer in issuing with respect to the relevant applicable Canadian Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the Canadian L/C IssuerIssuers, and the Canadian each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), ) to the extent of its Canadian Revolver Percentage, Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the such Canadian L/C Issuer. Upon any Borrowers’ failure by a Borrower to pay any Reimbursement Obligation on the date and at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c) aboverequired, or if the an L/C Issuer is required at any time to return to a Borrower the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the relevant such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the relevant applicable L/C Issuer an amount equal to such Participating Lender’s relevant U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater (x) if such Letter of the Federal Funds Rate (or, in the case of a Loan Credit is denominated in Canadian Dollars, in Canadian Dollars the CDOR Rate Canadian L/C Issuer’s cost of funds for each such day as determined by Administrative Agentand (y) and a rate determined by Administrative Agent if such Letter of Credit is denominated in accordance with banking industry rules on interbank compensation U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the case of a U.S. Reimbursement Obligation, the Base Canadian Prime Rate in effect for each such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the case of a Canadian Reimbursement Obligation, the Canadian Prime Base Rate in effect for each such day. Each such Participating Lender shall thereafter shall, after making its appropriate payment, be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer(s) Issuers under this Section 2.2 shall be absolute, irrevocable, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set offset‑off, counterclaim or defense to payment which any Participating Lender may have or have has had against any Borrowerthe Borrowers, the applicable L/C Issuer(s)Issuer, the Administrative Agent, any Lender or any other Person whatsoeverPerson. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing the relevant U.S. Letter of Credit), by its acceptance hereof, severally agrees to purchase from the U.S. L/C Issuer, and the U.S. L/C Issuer hereby agrees to sell to each such Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”), to the extent of its U.S. Revolver Percentage, in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, the U.S. L/C Issuer; and each Canadian Lender (other than the Canadian Lender then acting as Canadian L/C Issuer in issuing the relevant Canadian Letter Letters of Credit), by its acceptance hereof, severally agrees to purchase from the Canadian L/C Issuer, and the Canadian L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), to the extent of its Canadian Revolver Percentage, in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the Canadian L/C Issuer. Upon any failure by a Canadian Borrower to pay any Canadian Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c1.4(c) above, or if the Canadian L/C Issuer is required at any time to return to a Canadian Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Canadian Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the relevant Canadian L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.p.m. (Toronto time), or not later than 1:00 p.m. (Toronto time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the relevant Canadian L/C Issuer an amount equal to such Participating Lender’s relevant Canadian Revolver Percentage of such unpaid or recaptured Canadian Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such the Canadian L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the Canadian L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater (x) if such Letter of the Federal Funds Rate (or, in the case of a Loan Credit is denominated in Canadian Dollars, the CDOR Rate Canadian L/C Issuer’s cost of funds for each such day as determined by Administrative Agentand (y) and a rate determined by Administrative Agent if such Letter of Credit is denominated in accordance with banking industry rules on interbank compensation U.S. Dollars, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in the case of a U.S. Reimbursement ObligationCanadian Dollars, the Canadian Base Rate in effect for each such day and (y) if such Letter of Credit is denominated in the case of a Canadian Reimbursement ObligationU.S. Dollars, the Canadian Prime Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its applicable Canadian Revolver Percentage of each payment received in respect of the relevant Canadian Reimbursement Obligation and of interest paid thereon, with the Canadian L/C Issuer retaining its relevant Canadian Revolver Percentage thereof as a Canadian Lender hereunder. The several obligations of the Participating Lenders to the Canadian L/C Issuer(s) Issuer under this Section 1.4 shall be absolute, irrevocable, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set set-off, counterclaim or defense to payment (other than payment in full) which any Participating Lender may have or have had against the Borrower, any Canadian Borrower, the Canadian L/C Issuer(s)Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.4 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer in issuing with respect to the relevant applicable U.S. Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the U.S. L/C IssuerIssuers, and the U.S. each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”), ) to the extent of its U.S. Revolver Percentage, Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, the such U.S. L/C Issuer; and each . Each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer in issuing with respect to the relevant applicable Canadian Letter of Credit), by its acceptance hereof, ) severally and not jointly agrees to purchase from the Canadian L/C IssuerIssuers, and the Canadian each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”), ) to the extent of its Canadian Revolver Percentage, Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, the such Canadian L/C Issuer. Upon any Borrowers’ failure by a Borrower to pay any Reimbursement Obligation on the date and at the time required on the date the related drawing is to be paid, as set forth in Section 2.3(c) aboverequired, or if the an L/C Issuer is required at any time to return to a Borrower the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not -61‑ later than the Business Day it receives a certificate in the form of Exhibit A hereto from the relevant such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the relevant applicable L/C Issuer an amount equal to such Participating Lender’s relevant U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by such applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater (x) if such Letter of the Federal Funds Rate (or, in the case of a Loan Credit is denominated in Canadian Dollars, in Canadian Dollars the CDOR Rate Canadian L/C Issuer’s cost of funds for each such day as determined by Administrative Agentand (y) and a rate determined by Administrative Agent if such Letter of Credit is denominated in accordance with banking industry rules on interbank compensation U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the case of a U.S. Reimbursement Obligation, the Base Canadian Prime Rate in effect for each such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the case of a Canadian Reimbursement Obligation, the Canadian Prime Base Rate in effect for each such day. Each such Participating Lender shall thereafter shall, after making its appropriate payment, be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer(s) Issuers under this Section 2.2 shall be absolute, irrevocable, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set offset‑off, counterclaim or defense to payment which any Participating Lender may have or have has had against any Borrowerthe Borrowers, the applicable L/C Issuer(s)Issuer, the Administrative Agent, any Lender or any other Person whatsoeverPerson. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.