Common use of Letter of Credit Participation Clause in Contracts

Letter of Credit Participation. (a) Effective on the date of issuance of each Letter of Credit (including, without limitation, each Existing Letter of Credit which is deemed issued on the Closing Date), the Issuing Lender irrevocably agrees to grant and hereby grants to each Participating Lender, and each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for the Participating Lender's own account and risk, an undivided interest equal to the Participating Lender's Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each Participating Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by Borrower in accordance with the terms of this Agreement, the Participating Lender shall pay to Administrative Agent, for the account of the Issuing Lender, upon demand at Administrative Agent's address specified in SECTION 12.10, an amount equal to the Participating Lender's Commitment Percentage of the amount of the draft, or any part thereof, which is not so reimbursed. On the date that any assignee becomes a Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be proportionately reallotted between the assignee and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay or to reimburse the Issuing Lender for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable, and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever. (b) If any amount required to be paid by any Participating Lender to the Issuing Lender pursuant to SECTION 3.04(A) in respect of any unreimbursed portion of any draft paid by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date the payment is due, the Participating Lender also shall pay to Administrative Agent, for the account of the Issuing Lender, on demand, an amount equal to the product of (i) that amount, times (ii) the daily average Federal Funds Rate during the period from and including the date the draft is paid to the date on which the payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapsed during that period and the denominator of which is 360. If any amount required to be paid by any Participating Lender pursuant to SECTION 3.04(A) is not in fact made available to Administrative Agent, for the account of the Issuing Lender, by the Participating Lender within three Business Days after the date the payment is due, the Issuing Lender shall be entitled to recover from the Participating Lender, on demand, the amount with interest thereon calculated from the due date at the Adjusted Base Rate A certificate of the Issuing Lender submitted to any Participating Lender with respect to any amounts owing under this section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has paid a draft under any Letter of Credit and has received from any Participating Lender its PRO RATA share of the payment in accordance with SECTION 3.04(A), the Issuing Lender receives any reimbursement on account of the unreimbursed portion, or any payment of interest on account thereof, the Issuing Lender will pay to Administrative Agent, for the account of the Participating Lender, its PRO RATA share thereof; PROVIDED, HOWEVER, that in the event that any the payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, the Participating Lender shall return to Administrative Agent for the account of the Issuing Lender, the portion thereof previously distributed to it.

Letter of Credit Participation. (a) Effective Immediately on the date Closing Date with respect to the Existing Letters of Credit and upon the issuance of each Letter of Credit (including, without limitationby any Issuing Lender hereunder, each Existing Letter of Credit which is Lender that has a Revolving Loan Commitment shall be deemed issued on to have automatically, irrevocably and unconditionally purchased and received from the Closing Date), the applicable Issuing Lender irrevocably agrees to grant and hereby grants to each Participating Lender, and each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for the Participating Lender's own account and risk, an undivided interest equal and participation in and to the Participating Lender's Commitment Percentage in the Issuing Lender's obligations and rights under each such Letter of Credit issued by Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each Participating Lender unconditionally and irrevocably agrees with the Issuing Lender thatthereunder (collectively, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed an "L/C INTEREST") in full by Borrower in accordance with the terms of this Agreement, the Participating Lender shall pay to Administrative Agent, for the account of the Issuing Lender, upon demand at Administrative Agent's address specified in SECTION 12.10, an amount equal to the Participating amount available for drawing under such Letter of Credit multiplied by such Lender's Commitment Percentage Revolving Credit Share. The applicable Issuing Lender will notify the Administrative Agent promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit and the amount Administrative Agent will promptly notify each Lender that has a Revolving Loan Commitment. On or before the Business Day on which the applicable Issuing Lender makes payment of the draft, each such L/C Draft or any part thereof, which is not so reimbursed. On the date that any assignee becomes other draw on a Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be proportionately reallotted between the assignee and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay or to reimburse the Issuing Lender for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable, and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever. (b) If any amount required to be paid by any Participating Lender to the Issuing Lender pursuant to SECTION 3.04(A) in respect of any unreimbursed portion of any draft paid by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date the payment is due, the Participating Lender also shall pay to Administrative Agent, for the account of the Issuing Lender, on demand, an amount equal to the product of (i) that amount, times (ii) the daily average Federal Funds Rate during the period from and including the date the draft is paid to the date on which the payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapsed during that period and the denominator of which is 360. If any amount required to be paid by any Participating Lender pursuant to SECTION 3.04(A) is not in fact made available to Administrative Agent, for the account of the Issuing Lender, by the Participating Lender within three Business Days after the date the payment is due, the Issuing Lender shall be entitled to recover from the Participating Lender, on demand, the amount with interest thereon calculated from the due date at the Adjusted Base Rate A certificate demand of the Issuing Lender submitted to any Participating Lender with respect to any amounts owing under this section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has paid a draft under any Letter of Credit and has received from any Participating Lender its PRO RATA share of the payment in accordance with SECTION 3.04(A), the Issuing Lender receives any reimbursement on account of the unreimbursed portion, or any payment of interest on account thereof, the Issuing Lender will pay to Administrative Agent, for the account of the Participating Lender, its PRO RATA share thereof; PROVIDED, HOWEVER, that in the event that any the payment received by the Issuing each Lender that has a Revolving Loan Commitment not later than 12:00 noon (Chicago time) on such Business Day, each Lender shall be required make payment on such Business Day to be returned by the Issuing Lender, the Participating Lender shall return to Administrative Agent for the account of the applicable Issuing Lender, in immediately available funds in the applicable currency in an amount equal to such Lender's Revolving Credit Share of the amount of such payment or draw. Upon the Administrative Agent's receipt of funds as a result of an Issuing Lender's payment on an L/C Draft or any other draw on a Letter of Credit issued by an Issuing Lender, the portion thereof previously distributed Administrative Agent shall promptly pay such funds to itthe Issuing Lender. The obligation of each Lender that has a Revolving Loan Commitment to pay the Administrative Agent for the account of the applicable Issuing Lender under this Section 2.22 shall be unconditional, continuing, irrevocable and absolute. In the event that any such Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.22, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent on behalf of the applicable Issuing Lender receives such payment from such Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Lender of its obligation to reimburse the Administrative Agent for such amount in accordance with this Section 2.22.

Letter of Credit Participation. (a) Effective on Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the date obligations of issuance of the Issuer under and in connection with each Letter of Credit (including, without limitation, each Existing Letter of Credit which is deemed issued on the Closing Date), the Issuing Lender irrevocably agrees to grant and hereby grants to each Participating Lender, and each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for the Participating Lender's own account and risk, an undivided interest equal to the Participating Lender's Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each Participating Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by Borrower in accordance with the terms of this Agreement, the Participating Lender shall pay to Administrative Agent, for the account of the Issuing Lender, upon demand at Administrative Agent's address specified in SECTION 12.10, an amount equal to the Participating such Lender's Commitment Percentage of the amount of the draft, or any part thereof, which is not so reimbursedsuch Letter of Credit. On the date that any assignee becomes a Each Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be proportionately reallotted between liable to the assignee Issuer for its Commitment Percentage of the unreimbursed amount of any draft drawn and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in honored under each Letter of Credit, and to pay or to reimburse the Issuing . Each Lender shall also be liable for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable, and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever. (b) If any amount required to be paid by any Participating Lender to the Issuing Lender pursuant to SECTION 3.04(A) in respect of any unreimbursed portion of any draft paid by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date the payment is due, the Participating Lender also shall pay to Administrative Agent, for the account of the Issuing Lender, on demand, an amount equal to the product of its Commitment Percentage and any amounts paid by a Borrower pursuant to Sections 2.7 and 2.9 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by any Borrower with any of its obligations under the Loan Documents. (ib) that amountThe Issuer shall promptly notify the Agent, times and the Agent shall promptly notify each Lender (ii) the daily average Federal Funds Rate during the period from and including which notice shall be promptly confirmed in writing), of the date and the amount of each draft is paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the date on which the payment is immediately applicable Borrower as provided in Section 2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Issuing Lender, times (iii) a fraction Agent for the numerator account of which is the number Issuer its Commitment Percentage of days that elapsed during that period the amount of such unreimbursed draft at the office of the Agent specified in Section 12.2 in lawful money of the United States and in immediately available funds. The Agent shall distribute the denominator of which is 360. If any amount required to be paid payments made by any Participating each Lender pursuant to SECTION 3.04(Athe immediately preceding sentence to the Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Agent and the Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Agent with such Lender's Commitment Percentage of the amount (c) Whenever the Agent is not in fact made available to Administrative Agentreimbursed by a Borrower, for the account of the Issuing LenderIssuer, by the Participating Lender within three Business Days after the date the for any payment is due, the Issuing Lender shall be entitled to recover from the Participating Lender, on demand, the amount with interest thereon calculated from the due date at the Adjusted Base Rate A certificate of the Issuing Lender submitted to any Participating Lender with respect to any amounts owing under this section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has paid a draft under any Letter of Credit and has received from any Participating such payment relates to an amount previously paid by a Lender in respect of its PRO RATA share Commitment Percentage of the amount of such payment in accordance with SECTION 3.04(A)under such Letter of Credit, the Issuing Agent (or the Issuer, if such payment by a Lender receives any reimbursement on account of the unreimbursed portion, or any payment of interest on account thereof, the Issuing Lender will pay to Administrative Agent, for the account of the Participating Lender, its PRO RATA share thereof; PROVIDED, HOWEVER, that in the event that any the payment received was paid by the Issuing Lender shall be required Agent to be returned by the Issuing Issuer) will promptly pay over such payment to such Lender, the Participating Lender shall return to Administrative Agent for the account of the Issuing Lender, the portion thereof previously distributed to it.

Letter of Credit Participation. (a) Effective on the date of issuance of each Letter of Credit (including, without limitation, each Existing Letter of Credit which is deemed issued on the Closing Date), the The Issuing Lender irrevocably agrees to grant and hereby grants to each Participating Lenderother Lender and, and to induce the Issuing Lender to issue Letters of Credit hereunder, each Participating such other Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for the Participating such other Lender's own account and risk, risk an undivided interest equal to the Participating such other Lender's Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued by the Issuing Lender hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each Participating other Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Credit Agreement, the Participating such other Lender shall pay to Administrative Agent, for the account of Issuing Lender upon demand at the Issuing Lender, upon demand at Administrative Agent's address for notices specified in SECTION 12.10, herein an amount equal to the Participating such other Lender's Commitment Percentage of the amount of the such draft, or any part thereof, which is not so reimbursed. On the date that any assignee becomes a Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be proportionately reallotted between the assignee and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay or to reimburse the Issuing Lender for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable, and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever. (b) If any amount required to be paid by any Participating Lender to the Issuing Lender pursuant to SECTION 3.04(Asubsection 2.13 (a) in respect of any unreimbursed portion of any draft paid payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date the such payment is due, the Participating such Lender also shall pay to Administrative Agent, for the account of the Issuing Lender, Lender on demand, demand an amount equal to the product of (i) that such amount, times (ii) the daily average Federal Funds Rate funds rate, as quoted by the Issuing Lender, during the period from and including the date the draft such payment is paid required to the date on which the such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapsed elapse during that such period and the denominator of which is 360. If any such amount required to be paid by any Participating Lender to the Issuing Lender pursuant to SECTION 3.04(Asubsection 2.13(a) is not in fact made available to Administrative Agent, for the account of the Issuing Lender, Lender by the Participating such Lender within three Business Days after the date the such payment is due, the Issuing Lender shall be entitled to recover from the Participating such Lender, on demand, the such amount with interest thereon calculated from the such due date at the Adjusted Base rate per annum applicable to ABR Rate Loans hereunder. A certificate of the Issuing Lender submitted to any Participating Lender Lender, with a copy to the Administrative Agent, with respect to any amounts owing under this section subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has paid a draft made payment under any Letter of Credit and has received from any Participating other Lender its PRO RATA pro rata share of the such payment in accordance with SECTION 3.04(Asubsection 2.13(a), the Issuing Lender receives any reimbursement on account payment related to such Letter of Credit (whether directly from the unreimbursed portionBorrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will pay distribute to Administrative Agent, for the account of the Participating Lender, such Lender its PRO RATA pro rata share thereof; PROVIDEDprovided, HOWEVERhowever, that in the event that any the such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, the Participating such other Lender shall return to Administrative Agent for the account of the Issuing Lender, Lender the portion thereof previously distributed by the Issuing Lender to it.

Letter of Credit Participation. (a) Effective on Each Lender hereby unconditionally and irrevocably, severally (and not jointly) takes an undivided participating interest in the date obligations of issuance of the Issuer under and in connection with each Letter of Credit (including, without limitation, each Existing Letter of Credit which is deemed issued on the Closing Date), the Issuing Lender irrevocably agrees to grant and hereby grants to each Participating Lender, and each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for the Participating Lender's own account and risk, an undivided interest equal to the Participating Lender's Commitment Percentage in the Issuing Lender's obligations and rights under each Letter of Credit issued by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each Participating Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by Borrower in accordance with the terms of this Agreement, the Participating Lender shall pay to Administrative Agent, for the account of the Issuing Lender, upon demand at Administrative Agent's address specified in SECTION 12.10, an amount equal to the Participating such Lender's Commitment Percentage of the amount of the draft, or any part thereof, which is not so reimbursedsuch Letter of Credit. On the date that any assignee becomes a Each Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be proportionately reallotted between liable to the assignee Issuer for its Commitment Percentage of the unreimbursed amount of any draft drawn and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in honored under each Letter of Credit, and to pay or to reimburse the Issuing . Each Lender shall also be liable for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable, and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever. (b) If any amount required to be paid by any Participating Lender to the Issuing Lender pursuant to SECTION 3.04(A) in respect of any unreimbursed portion of any draft paid by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date the payment is due, the Participating Lender also shall pay to Administrative Agent, for the account of the Issuing Lender, on demand, an amount equal to the product of its Commitment Percentage and any amounts paid by a Borrower pursuant to Sections 2.8 and 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or Event of Default or the compliance by any Borrower with any of its obligations under the Loan Documents. (b) The Issuer shall promptly notify the Agent, and the Agent shall promptly notify each Lender (which notice shall be promptly confirmed in writing), of the date and the amount of each draft paid under each Letter of Credit with respect to which full reimbursement payment shall not have been made by the applicable Borrower as provided in Section 2.8(c), and forthwith upon receipt of such notice, such Lender shall promptly make available to the Agent for the account of the Issuer its Commitment Percentage of the amount of such unreimbursed draft at the office of the Agent specified in Section 12.2 in lawful money of the United States and in immediately available funds. The Agent shall distribute the payments made by each Lender pursuant to the immediately preceding sentence to the Issuer promptly upon receipt thereof in like funds as received. Each Lender shall indemnify and hold harmless the Agent and the Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, the Agent with such Lender's Commitment Percentage of the amount of any payment made by the Issuer under a Letter of Credit in accordance with this clause (b) above (except in respect of losses, liabilities or other obligations suffered by the Agent or the Issuer, as the case may be, resulting from the gross negligence or willful misconduct of the Agent or the Issuer, as the case may be). If a Lender does not make available to the Agent when due such Lender's Commitment Percentage of any unreimbursed payment made by the Issuer under a Letter of Credit, such Lender shall be required to pay interest to the Agent for the account of the Issuer on such Lender's Commitment Percentage of such payment at a rate of interest per annum equal to (i) that amountfrom the date such Lender should have made such amount available until the third day therefrom, times the Federal Funds Effective Rate, and (ii) thereafter, the daily average Federal Funds Effective Rate during plus 2%, in each case payable upon demand by the period from and including the date the draft is paid Issuer. The Agent shall distribute such interest payments to the date on which Issuer upon receipt thereof in like funds as received. (c) Whenever the payment Agent is immediately available to the Issuing Lender, times (iii) reimbursed by a fraction the numerator of which is the number of days that elapsed during that period and the denominator of which is 360. If any amount required to be paid by any Participating Lender pursuant to SECTION 3.04(A) is not in fact made available to Administrative AgentBorrower, for the account of the Issuing LenderIssuer, by the Participating Lender within three Business Days after the date the for any payment is due, the Issuing Lender shall be entitled to recover from the Participating Lender, on demand, the amount with interest thereon calculated from the due date at the Adjusted Base Rate A certificate of the Issuing Lender submitted to any Participating Lender with respect to any amounts owing under this section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has paid a draft under any Letter of Credit and has received from any Participating such payment relates to an amount previously paid by a Lender in respect of its PRO RATA share Commitment Percentage of the amount of such payment in accordance with SECTION 3.04(A)under such Letter of Credit, the Issuing Agent (or the Issuer, if such payment by a Lender receives any reimbursement on account of the unreimbursed portion, or any payment of interest on account thereof, the Issuing Lender will pay to Administrative Agent, for the account of the Participating Lender, its PRO RATA share thereof; PROVIDED, HOWEVER, that in the event that any the payment received was paid by the Issuing Lender shall be required Agent to be returned by the Issuing Issuer) will promptly pay over such payment to such Lender, the Participating Lender shall return to Administrative Agent for the account of the Issuing Lender, the portion thereof previously distributed to it.

Letter of Credit Participation. (a) Effective on the date of issuance of each Letter of Credit (including, without limitation, each Existing Letter of Credit which is deemed issued on the Closing Date), the The Issuing Lender Bank irrevocably agrees to grant and hereby grants to each Participating Lenderother Bank and, and to induce the Issuing Bank to issue Letters of Credit hereunder, each Participating Lender such other Bank irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing LenderBank, on the terms and conditions hereinafter stated, for the Participating Lendersuch other Bank's own account and risk, risk an undivided interest equal to the Participating Lendersuch other Bank's Commitment Percentage in the Issuing LenderBank's obligations and rights under each Letter of Credit issued by the Issuing Lender hereunder and the amount of each draft paid by the Issuing Lender Bank thereunder. Each Participating Lender other Bank unconditionally and irrevocably agrees with the Issuing Lender Bank that, if a draft is paid under any Letter of Credit for which the Issuing Lender Bank is not reimbursed in full by Borrower the Borrowers in accordance with the terms of this Credit Agreement, the Participating Lender such other Bank shall pay to Administrative Agent, for the account of the Issuing Lender, Bank upon demand at Administrative Agentthe Issuing Bank's address for notices specified in SECTION 12.10, herein an amount equal to the Participating Lendersuch other Bank's Commitment Percentage of the amount of the such draft, or any part thereof, which is not so reimbursed. On the date that any assignee becomes a Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be proportionately reallotted between the assignee and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay or to reimburse the Issuing Lender for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable, and unconditional and shall not be affected by any circumstances whatsoever (including, without limitation, the occurrence or continuance of any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever. (b) If any amount required to be paid by any Participating Lender Bank to the Issuing Lender Bank pursuant to SECTION 3.04(Asubsection 2.13(a) in respect of any unreimbursed portion of any draft paid payment made by the Issuing Lender Bank under any Letter of Credit is paid to the Issuing Lender Bank within three Business Days after the date the such payment is due, the Participating Lender also such Bank shall pay to Administrative Agent, for the account of the Issuing Lender, Bank on demand, demand an amount equal to the product of (i) that such amount, times (ii) the daily average Federal Funds Rate funds rate, as quoted by the Issuing Bank, during the period from and including the date the draft such payment is paid required to the date on which the such payment is immediately available to the Issuing LenderBank, 67 35 times (iii) a fraction the numerator of which is the number of days that elapsed elapse during that such period and the denominator of which is 360. If any such amount required to be paid by any Participating Lender Bank to the Issuing Bank pursuant to SECTION 3.04(Asubsection 2.13(a) is not in fact made available to Administrative Agent, for the account of the Issuing Lender, Bank by the Participating Lender such Bank within three Business Days after the date the such payment is due, the Issuing Lender Bank shall be entitled to recover from the Participating Lendersuch Bank, on demand, the such amount with interest thereon calculated from the such due date at the Adjusted Base rate per annum applicable to ABR Rate Loans hereunder. A certificate of the Issuing Lender Bank submitted to any Participating Lender Bank, with a copy to the Administrative Agent, with respect to any amounts owing under this section subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender Bank has paid a draft made payment under any Letter of Credit and has received from any Participating Lender other Bank its PRO RATA pro rata share of the such payment in accordance with SECTION 3.04(Asubsection 2.13(a), the Issuing Lender Bank receives any reimbursement on account payment related to such Letter of Credit (whether directly from the unreimbursed portionBorrowers or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, the Issuing Lender Bank will pay distribute to Administrative Agent, for the account of the Participating Lender, such Bank its PRO RATA pro rata share thereof; PROVIDEDprovided, HOWEVERhowever, that in the event that any the such payment received by the Issuing Lender Bank shall be required to be returned by the Issuing LenderBank, the Participating Lender such other Bank shall return to Administrative Agent for the account of the Issuing Lender, Bank the portion thereof previously distributed by the Issuing Bank to it.