Common use of Participations Purchased by the Lenders Clause in Contracts

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent of funds so received, in an amount equal to such Lender’s Commitment Percentage thereof. (d) Upon the request of any Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(b) shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s ratable share of the amount so recovered together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when within three Business Days after the due date to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Designated Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent Equivalent basis in the case of Letters of Credit denominated in an Alternative Committed Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon 11:00 A.M. (New York City time) on a Business Day and if such notification is made after 12:00 noon 11:00 A.M. (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent Equivalent of funds so received, in an amount equal to such Lender’s LC Commitment Percentage thereof. (d) Upon the request of any Lender, the Designated Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary thereof (or, in the case of an Auto-Renewal Letter of Credit, most recently renewed) on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) 3.06 other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC SubsidiaryBorrower, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s ratable share of the amount so recovered together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when within three Business Days after the due date to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Administrative Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent Equivalent basis in the case of Letters of Credit denominated in an Alternative Committed Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon 11:00 A.M. (New York City time) on a Business Day and if such notification is made after 12:00 noon 11:00 A.M. (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent Equivalent of funds so received, in an amount equal to such Lender’s LC Commitment Percentage thereof. (d) Upon the request of any Lender, the Administrative Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) 3.07 other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC SubsidiaryBorrower, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s ratable share of the amount so recovered together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when within three Business Days after the due date to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Designated Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis or the Equivalent thereof in Dollars in the case of Letters of Credit denominated in an Alternative Committed Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon 11:00 A.M. (New York City time) on a Business Day and if such notification is made after 12:00 noon 11:00 A.M. (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent Equivalent in Dollars of the funds so received, in an amount equal to such Lender’s LC Commitment Percentage thereof. (d) Upon the request of any Lender, the Designated Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary thereof (or, in the case of an Auto-Renewal Letter of Credit, most recently renewed) on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) 3.06 other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC SubsidiaryBorrower, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s ratable share of the amount so recovered together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date ---------------------------------------------------- of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s 's LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent of funds so received, in an amount equal to such Lender’s 's LC Commitment Percentage thereof. (d) Upon the request of any Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s 's ratable share of the amount so recovered together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when within three Business Days after the due date to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Designated Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent Equivalent basis in the case of Letters of Credit denominated in an Alternative Committed Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon 11:00 A.M. (New York City time) on a Business Day and if such notification is made after 12:00 noon 11:00 A.M. (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent Equivalent of funds so received, in an amount equal to such Lender’s LC Commitment Percentage thereof. (d) Upon the request of any Lender, the Designated Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary thereof (or, in the case of an Auto-Renewal Letter of Credit, most recently renewed) on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) 3.06 other than in connection with circumstances involving any willful misconduct or gross 47 negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC SubsidiaryBorrower, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s ratable share of the amount so recovered together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit (including the respective continuance of letters of credit issued under the Existing Credit Agreement as Letters of Credit hereunder, the Issuing Bank Lender shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing BankLender, an undivided interest and participation, to the extent of such Lender’s Commitment Percentage 's Pro Rata Share, in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents Loan Documents securing, guaranteeingguarantying, supporting, supporting or otherwise benefiting the payment of such Letter of Credit Liability. The Promptly after the end of each calendar month, the Agent or such Issuing Bank will notify each Lender promptly after of the close of each calendar month of all Letters of Credit then outstanding Issued during the prior month and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such monthamounts, currency, expiry dates expiries and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a3.03(a) is not paid when due to the respective Issuing Bank Lender with respect to any Letter of Credit, such the Issuing Bank Lender shall promptly notify the Agent who to that effect, and the Agent shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each Lender shall immediately pay to such the Issuing BankLender, in lawful money of the United States and in same day funds, an amount equal to such Lender’s Commitment Percentage 's Pro Rata Share then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due notification until such amount is paid to such the Issuing BankLender. (c) Promptly after the respective Issuing Bank Lender receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such the Issuing Bank Lender shall promptly pay to the Agent, and the Agent shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, States and in the Dollar equivalent kind of funds so received, in an amount equal to such Lender’s Commitment Percentage 's ratable share thereof. (d) Upon the request of any Lender, the Agent Issuing Lender shall furnish, or cause the respective Issuing Bank to furnish, furnish to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit and other documents related thereto as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof3.06(b). (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank Lender in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiaryany Borrower, each Lender which received such distribution shall, upon demand by such Issuing Bankthe Agent, repay to such the Issuing Bank Lender such Lender’s 's ratable share of the amount so recovered together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such the Issuing Bank Lender in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) hereof is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s 's Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent of funds so received, in an amount equal to such Lender’s 's Commitment Percentage thereof. (d) Upon the request of any Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) hereof other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c) hereof is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s 's ratable share of the amount so recovered together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of --------------------------------------- Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each LC Lender without recourse or warranty, and each LC Lender shall be deemed to have irrevocably and unconditionally purchased and received from such the Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting benefitting the payment of such Letter of Credit Liability. The Agent or such the Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such the Issuing Bank shall promptly notify the Agent who shall promptly notify the LC Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each LC Lender shall immediately pay to such the Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such LC Lender’s 's LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due notification until such amount is paid to such the Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such the Issuing Bank shall promptly pay to each LC Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent of funds so received, in an amount equal to such LC Lender’s 's Commitment Percentage thereof. (d) Upon the request of any LC Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such LC Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such LC Lender. (e) The obligation of each LC Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the LC Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the LC Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such the Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a an LC Lender as a participant under Section 3.05(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each LC Lender which received such distribution shall, upon demand by such the Issuing Bank, repay to such the Issuing Bank such LC Lender’s 's ratable share of the amount so recovered together with an amount equal to such LC Lender’s 's ratable share (according to the proportion of (i) the amount of such LC Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such the Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when within three Business Days after the due date to the respective Issuing Bank with respect to any Letter of Credit, such Issuing Bank shall promptly notify the Administrative Agent who shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent Equivalent basis in the case of Letters of Credit denominated in an Alternative Committed Currency) and each Lender shall pay to such Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s 's LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon 11:00 A.M. (New York City time) on a Business Day and if such notification is made after 12:00 noon 11:00 A.M. (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due until such amount is paid to such Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent Equivalent of funds so received, in an amount equal to such Lender’s 's LC Commitment Percentage thereof. (d) Upon the request of any Lender, the Administrative Agent shall furnish, or cause the respective Issuing Bank to furnish, to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) 3.07 other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC SubsidiaryBorrower, each Lender which received such distribution shall, upon demand by such Issuing Bank, repay to such Issuing Bank such Lender’s 's ratable share of the amount so recovered together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each LC Lender without recourse or warranty, and each LC Lender shall be deemed to have irrevocably and unconditionally purchased and received from such the Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting benefitting the payment of such Letter of Credit Liability. The Agent or such the Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a3.03(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such the Issuing Bank shall promptly notify the Agent who shall promptly notify the LC Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each LC Lender shall immediately pay to such the Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such LC Lender’s 's LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due notification until such amount is paid to such the Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such the Issuing Bank shall promptly pay to each LC Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent of funds so received, in an amount equal to such LC Lender’s 's Commitment Percentage thereof. (d) Upon the request of any LC Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such LC Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such LC Lender. (e) The obligation of each LC Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the LC Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the LC Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b3.06(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such the Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a an LC Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each LC Lender which received such distribution shall, upon demand by such the Issuing Bank, repay to such the Issuing Bank such LC Lender’s 's ratable share of the amount so recovered together with an amount equal to such LC Lender’s 's ratable share (according to the proportion of (i) the amount of such LC Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such the Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit Credit, the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s Commitment Percentage 's Percentage, in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents Loan Documents securing, guaranteeing, supporting, supporting or otherwise benefiting the payment of such Letter of Credit Liability. The Promptly after the end of such calendar month, the Agent or such Issuing Bank will notify each Lender promptly after of the close of each calendar month of all Letters of Credit then outstanding Issued during the prior month and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such monthamounts, currency, expiry dates expiries and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a3.3(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such including by virtue of 3.3(b), the Issuing Bank shall will promptly notify the Agent who shall to that effect, and the Agent will promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each Lender shall immediately pay to such the Agent for the account of the Issuing Bank, in lawful money subject to subsection (e) of the United States this Section and in same day funds, an amount equal to such Lender’s Commitment 's Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Effective Rate for each day after such payment is due notification until such amount is paid to such Issuing Bankthe Agent. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such the Issuing Bank shall promptly pay to the Agent, and the Agent shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent kind of funds so received, in an amount equal to such Lender’s Commitment Percentage 's ratable share thereof. (d) Upon the request of any Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, will furnish to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter Letter of credit Credit and other documents related thereto as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments as and when required under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof3.6(b). (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c3.4(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, relief of debtors or insolvency proceeding relating general assignment for the benefit of creditors that, in any such case, relates to the Borrower or an LC Subsidiaryany Borrower, each Lender which received such distribution shall, upon demand by such Issuing Bankthe Agent, repay to such the Issuing Bank such Lender’s 's ratable share of the amount so recovered together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so as recovered) of any interest or other amount paid or payable by such the Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each LC Lender without recourse or warranty, and each LC Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such the Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a3.03(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such the Issuing Bank shall promptly notify the Agent who shall promptly notify the LC Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each LC Lender shall immediately pay to such the Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such LC Lender’s 's LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due notification until such amount is paid to such the Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such Issuing Bank shall promptly pay to each LC Lender which funded its participation therein, in lawful money of the United States, States the Dollar equivalent of funds so received, in an amount equal to such LC Lender’s 's Commitment Percentage thereof. (d) Upon the request of any LC Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such LC Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such LC Lender. (e) The obligation of each LC Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b3.06(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such the Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a LC Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each LC Lender which received such distribution shall, upon demand by such the Issuing Bank, repay to such Issuing Bank such LC Lender’s 's ratable share of the amount so recovered together with an amount equal to such LC Lender’s 's ratable share (according to the proportion of (i) the amount of such LC Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the date of --------------------------------------- Issuance of each Letter of Credcredit issued under the Existing Credit Agreement as Letters of Credit hereunder, the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, an undivided interest and participation, to the extent of such Lender’s Commitment Percentage 's Pro Rata Share, in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents Loan Documents securing, guaranteeing, supporting, supporting or otherwise benefiting the payment of such Letter of Credit Liability. The Promptly after the end of each calendar month, the Agent or such Issuing Bank will notify each Lender promptly after of the close of each calendar month of all Letters of Credit then outstanding Issued during the prior month and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such monthamounts, currency, expiry dates expiries and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a3.03(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such the Issuing Bank shall promptly notify the Agent who to that effect, and the Agent shall promptly notify the Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each Lender shall immediately pay to such the Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such Lender’s Commitment Percentage 's Pro Rata Share then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due notification until such amount is paid to such the Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such the Issuing Bank shall promptly pay to the Agent, and the Agent shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States, States and in the Dollar equivalent kind of funds so received, in an amount equal to such Lender’s Commitment Percentage 's ratable share thereof. (d) Upon the request of any Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, shall furnish to such Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit and other documents related thereto as may be reasonably requested by such Lender. (e) The obligation of each Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof3.06(b). (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a Lender as a participant under Section 3.05(c3.04(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiaryany Borrower, each Lender which received such distribution shall, upon demand by such Issuing Bankthe Agent, repay to such the Issuing Bank such Lender’s 's ratable share of the amount so recovered together with an amount equal to such Lender’s 's ratable share (according to the proportion of (i) the amount of such Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such the Issuing Bank in respect of the total amount so recovered.

Participations Purchased by the Lenders. (a) On the --------------------------------------- date of Issuance of each Letter of Credit the respective Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each LC Lender without recourse or warranty, and each LC Lender shall be deemed to have irrevocably and unconditionally purchased and received from such the Issuing Bank, an undivided interest and participation, to the extent of such Lender’s 's LC Commitment Percentage in effect from time to time, in such Letter of Credit and all Letter of Credit Liability relating to such Letter of Credit and all documents securing, guaranteeing, supporting, or otherwise benefiting the payment of such Letter of Credit Liability. The Agent or such the Issuing Bank will notify each Lender promptly after the close of each calendar month of all Letters of Credit then outstanding and of their respective dates of Issue, outstanding amounts (on a Dollar equivalent basis) as at the end of such month, currency, expiry dates and reference numbers. (b) In the event that any reimbursement obligation under Section 3.04(a) is not paid when due to the respective Issuing Bank with respect to any Letter of Credit, such the Issuing Bank shall promptly notify the Agent who shall promptly notify the LC Lenders of the amount of such reimbursement obligation (on a Dollar equivalent basis in the case of Letters of Credit denominated in an Alternative Currency) and each LC Lender shall immediately pay to such the Issuing Bank, in lawful money of the United States and in same day funds, an amount equal to such LC Lender’s 's LC Commitment Percentage then in effect of the amount of such unpaid reimbursement obligation with such payment to be made on the date of notification to such Lender, if such notification is made prior to 12:00 noon (New York City time) on a Business Day and if such notification is made after 12:00 noon (New York City time) on a Business Day, such payment to be made on the immediately succeeding Business Day, and in each case with interest at the Federal Funds Rate for each day after such payment is due notification until such amount is paid to such the Issuing Bank. (c) Promptly after the respective Issuing Bank receives a payment (including interest payments) on account of a reimbursement obligation with respect to any Letter of Credit, such the Issuing Bank shall promptly pay to each LC Lender which funded its participation therein, in lawful money of the United States, the Dollar equivalent of funds so received, in an amount equal to such LC Lender’s 's Commitment Percentage thereof. (d) Upon the request of any LC Lender, the Agent shall furnish, or cause the respective Issuing Bank to furnish, to such LC Lender copies of any outstanding Letter of Credit and any application and agreement for letter of credit as may be reasonably requested by such LC Lender. (e) The obligation of each LC Lender to make payments under Section 3.05(bsubsection (b) above shall be unconditional and irrevocable and shall remain in effect after the occurrence of the LC Termination Date with respect to any Letter of Credit that was Issued by the respective Issuing Bank on behalf of the Borrower or any LC Subsidiary on or before the LC Termination Date and such payments shall be made under all circumstances, including, without limitation, any of the circumstances referred to in Section 3.07(b) other than in connection with circumstances involving any willful misconduct or gross negligence of such the Issuing Bank in Issuing a Letter of Credit or in determining whether documents presented under a Letter of Credit comply with the terms thereof. (f) If any payment received on account of any reimbursement obligation with respect to a Letter of Credit and distributed to a an LC Lender as a participant under Section 3.05(c) is thereafter recovered from the respective Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or an LC Subsidiary, each LC Lender which received such distribution shall, upon demand by such the Issuing Bank, repay to such the Issuing Bank such LC Lender’s 's ratable share of the amount so recovered together with an amount equal to such LC Lender’s 's ratable share (according to the proportion of (i) the amount of such LC Lender’s 's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by such the Issuing Bank in respect of the total amount so recovered.