Common use of Proceeds of Reimbursements Clause in Contracts

Proceeds of Reimbursements. Upon receipt of a payment from a Borrower pursuant to subsection (f) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of such payment based on such Lender’s pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (j), above, and not previously transferred by such Fronting Bank pursuant to this subsection (l); provided, however, that if a Lender shall fail to pay to such Fronting Bank any amount required by subsection (j) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such Borrower shall not have reimbursed such Fronting Bank for such amount pursuant to subsection (f) hereof (such unreimbursed amount being hereinafter referred to as a “Transferred Amount”), such Fronting Bank shall be deemed to have purchased, on such following Business Day (a “Participation Transfer Date”) from such Lender (a “Defaulting Lender”), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such Borrower shall have reimbursed such Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such Fronting Bank for such Transferred Amount (the “Participation Transfer Period”), to the rights, privileges and obligations of a “Lender” under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, such Fronting Bank shall receive any payment from such Borrower pursuant to subsection (f) hereof, such Fronting Bank shall not be obligated to pay any amounts to such Lender, and such Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such Borrower pursuant to subsection (f) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such Fronting Bank, and such Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any Fronting Bank pursuant to this subsection (l) shall be made to the Lenders if, as, and, to the extent possible, when such Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (l) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such Fronting Bank received such payment from such Borrower, if such Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such Fronting Bank received such payment from the Borrower, if such Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (B) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (l) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any Fronting Bank, all of which shall remain unaffected by any default in payment by any Fronting Bank to such Defaulting Lender.

Proceeds of Reimbursements. Upon receipt of a payment from a the Borrower pursuant to subsection (fg) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of such payment based on such Lender’s pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (jk), above, and not previously transferred by such the Fronting Bank pursuant to this subsection (lm); provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jk) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof (such unreimbursed amount being hereinafter referred to as a “Transferred Amount”), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “Participation Transfer Date”) from such Lender (a “Defaulting Lender”), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “Participation Transfer Period”), to the rights, privileges and obligations of a “Lender” under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (fg) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (fg) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any the Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such the Fronting Bank, Bank and such the Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any the Fronting Bank pursuant to this subsection (lm) shall be made to the Lenders if, as, and, to the extent possible, when such the Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (fg) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such whom the Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (lm) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such the Fronting Bank received such payment from such the Borrower, if such the Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such the Fronting Bank received such payment from the Borrower, if such the Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such the Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A1) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (Bii) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (lm) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any the Fronting Bank, all of which shall remain unaffected by any default in payment by any the Fronting Bank to such Defaulting Lender. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if for any other reason whatsoever, the Fronting Bank shall be required to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official all or any portion of any payments to the Lenders pursuant to this subsection (m) or interest thereon (a “Returned Payment”), each Lender shall, upon demand of the Fronting Bank, forthwith return to the Fronting Bank any amounts transferred to such Lender by the Fronting Bank in respect thereof pursuant to this subsection (m) plus such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of interest (if any) that the Fronting Bank is required to pay to such trustee, receiver, liquidator, custodian or other similar official with respect to any Returned Payment.

Proceeds of Reimbursements. Upon receipt of a payment from a the Borrower pursuant to subsection (fg) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s 's pro rata share (determined in accordance with such Lender’s 's Percentage) of such payment based on such Lender’s 's pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (jl), above, and not previously transferred by such the Fronting Bank pursuant to this subsection (ln); provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jl) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof (such unreimbursed amount being hereinafter referred to as a “"Transferred Amount”"), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “"Participation Transfer Date”") from such Lender (a “"Defaulting Lender”"), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “"Participation Transfer Period”"), to the rights, privileges and obligations of a “"Lender” " under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jl) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (fg) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (fg) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jl), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any the Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jl) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such the Fronting Bank, Bank and such the Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jl) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any the Fronting Bank pursuant to this subsection (ln) shall be made to the Lenders if, as, and, to the extent possible, when such the Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (fg) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such whom the Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (ln) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such the Fronting Bank received such payment from such the Borrower, if such the Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such the Fronting Bank received such payment from the Borrower, if such the Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such the Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A1) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (Bii) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (ln) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any the Fronting Bank, all of which shall remain unaffected by any default in payment by any the Fronting Bank to such Defaulting Lender. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if for any other reason whatsoever, the Fronting Bank shall be required to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official all or any portion of any payments to the Lenders pursuant to this subsection (n) or interest thereon (a "Returned Payment"), each Lender shall, upon demand of the Fronting Bank, forthwith return to the Fronting Bank any amounts transferred to such Lender by the Fronting Bank in respect thereof pursuant to this subsection (n) plus such Lender's pro rata share (determined in accordance with such Lender's Percentage) of interest (if any) that the Fronting Bank is required to pay to such trustee, receiver, liquidator, custodian or other similar official with respect to any Returned Payment.

Proceeds of Reimbursements. Upon receipt of a payment from a the Borrower pursuant to subsection (fg) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s 's pro rata share (determined in accordance with such Lender’s 's Percentage) of such payment based on such Lender’s 's pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (jk), above, and not previously transferred by such the Fronting Bank pursuant to this subsection (lm); provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jk) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof (such unreimbursed amount being hereinafter referred to as a “"Transferred Amount”"), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “"Participation Transfer Date”") from such Lender (a “"Defaulting Lender”"), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “"Participation Transfer Period”"), to the rights, privileges and obligations of a “"Lender” " under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (fg) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (fg) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any the Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such the Fronting Bank, Bank and such the Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any the Fronting Bank pursuant to this subsection (lm) shall be made to the Lenders if, as, and, to the extent possible, when such the Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (fg) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such whom the Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (ln) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such the Fronting Bank received such payment from such the Borrower, if such the Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such the Fronting Bank received such payment from the Borrower, if such the Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such the Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A1) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (Bii) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (lm) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any the Fronting Bank, all of which shall remain unaffected by any default in payment by any the Fronting Bank to such Defaulting Lender. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if for any other reason whatsoever, the Fronting Bank shall be required to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official all or any portion of any payments to the Lenders pursuant to this subsection (m) or interest thereon (a "Returned Payment"), each Lender shall, upon demand of the Fronting Bank, forthwith return to the Fronting Bank any amounts transferred to such Lender by the Fronting Bank in respect thereof pursuant to this subsection (m) plus such Lender's pro rata share (determined in accordance with such Lender's Percentage) of interest (if any) that the Fronting Bank is required to pay to such trustee, receiver, liquidator, custodian or other similar official with respect to any Returned Payment.

Proceeds of Reimbursements. Upon receipt of a payment from a the Borrower pursuant to subsection (f) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s 's pro rata share (determined in accordance with such Lender’s 's Percentage) of such payment based on such Lender’s 's pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (jk), above, and not previously transferred by such the Fronting Bank pursuant to this subsection (lm); provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jk) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof (such unreimbursed amount being hereinafter referred to as a “"Transferred Amount”"), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “"Participation Transfer Date”") from such Lender (a “"Defaulting Lender”"), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “"Participation Transfer Period”"), to the rights, privileges and obligations of a “"Lender” " under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (f) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (f) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any the Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such the Fronting Bank, Bank and such the Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any the Fronting Bank pursuant to this subsection (lm) shall be made to the Lenders if, as, and, to the extent possible, when such the Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such whom the Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (lm) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such the Fronting Bank received such payment from such the Borrower, if such the Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such the Fronting Bank received such payment from the Borrower, if such the Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such the Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A1) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (Bii) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (lm) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any the Fronting Bank, all of which shall remain unaffected by any default in payment by any the Fronting Bank to such Defaulting Lender. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if for any other reason whatsoever, the Fronting Bank shall be required to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official all or any portion of any payments to the Lenders pursuant to this subsection (m) or interest thereon (a "Returned Payment"), each Lender shall, upon demand of the Fronting Bank, forthwith return to the Fronting Bank any amounts transferred to such Lender by the Fronting Bank in respect thereof pursuant to this subsection (m) plus such Lender's pro rata share (determined in accordance with such Lender's Percentage) of interest (if any) that the Fronting Bank is required to pay to such trustee, receiver, liquidator, custodian or other similar official with respect to any Returned Payment.

Proceeds of Reimbursements. (i) Upon receipt of a payment from a the Borrower pursuant to subsection (f) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s 's pro rata share (determined in accordance with such Lender’s 's Percentage) of such payment based on such Lender’s 's pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (jk), above, and not previously transferred by such Fronting Bank pursuant to this subsection (l)m) by the Fronting Bank; provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jk) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof (such unreimbursed amount being hereinafter referred to as a “"Transferred Amount”"), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “"Participation Transfer Date”") from such Lender (a “"Defaulting Lender”"), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “"Participation Transfer Period”"), to the rights, privileges and obligations of a “"Lender” " under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (f) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (f) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such Fronting Bank, and such Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any Fronting Bank pursuant to this subsection (l) shall be made to the Lenders if, as, and, to the extent possible, when such Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (l) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such Fronting Bank received such payment from such Borrower, if such Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such Fronting Bank received such payment from the Borrower, if such Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (B) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (l) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any Fronting Bank, all of which shall remain unaffected by any default in payment by any Fronting Bank to such Defaulting Lender.

Proceeds of Reimbursements. Upon receipt of a payment from a Borrower pursuant to subsection (f) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of such payment based on such Lender’s pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (j), above, and not previously transferred by such Fronting Bank pursuant to this subsection (l); provided, however, that if a Lender shall fail to pay to such Fronting Bank any amount required by subsection (j) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such Borrower shall not have reimbursed such Fronting Bank for such amount pursuant to subsection (f) hereof (such unreimbursed amount being hereinafter referred to as a “Transferred Amount”), such Fronting Bank shall be deemed to have purchased, on such following Business Day (a “Participation Transfer Date”) from such Lender (a “Defaulting Lender”), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such Borrower shall have reimbursed such Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such Fronting Bank for such Transferred Amount (the “Participation Transfer Period”), to the rights, privileges and obligations of a “Lender” under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, such Fronting Bank shall receive any payment from such Borrower pursuant to subsection (f) hereof, such Fronting Bank shall not be obligated to pay any amounts to such Lender, and such Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such Borrower pursuant to subsection (f) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such Fronting Bank, and such Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any Fronting Bank pursuant to this subsection (l) shall be made to the Lenders if, as, and, to the extent possible, when such Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (l) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such Fronting Bank received such payment from such Borrower, if such Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such Fronting Bank received such payment from the Borrower, if such Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Effective Rate and (B) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Effective Rate plus 2.00%. The provisions of this subsection (l) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any Fronting Bank, all of which shall remain unaffected by any default in payment by any Fronting Bank to such Defaulting Lender.

Proceeds of Reimbursements. (i) Upon receipt of a payment from a the Borrower pursuant to subsection (ff)(i) hereofabove, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of such payment based on such Lender’s pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (j), ) above, and not previously transferred by such Fronting Bank pursuant to this subsection (l)by the Fronting Bank; provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (j) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (ff)(i) hereof above (such unreimbursed amount being hereinafter referred to as a “Transferred Amount”), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “Participation Transfer Date”) from such Lender (a “Defaulting Lender”), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “Participation Transfer Period”), to the rights, privileges and obligations of a “Lender” under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (ji) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (ff)(i) hereofabove, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (ff)(i) hereofabove) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such Fronting Bank, and such Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any Fronting Bank pursuant to this subsection (l) shall be made to the Lenders if, as, and, to the extent possible, when such Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (l) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such Fronting Bank received such payment from such Borrower, if such Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such Fronting Bank received such payment from the Borrower, if such Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (B) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (l) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any Fronting Bank, all of which shall remain unaffected by any default in payment by any Fronting Bank to such Defaulting Lender.

Proceeds of Reimbursements. (i) Upon receipt of a payment from a the Borrower pursuant to subsection (f) hereofabove, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of such payment based on such Lender’s pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (j), k) above, and not previously transferred by such Fronting Bank pursuant to this subsection (l)m) by the Fronting Bank; provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jk) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof above (such unreimbursed amount being hereinafter referred to as a “Transferred Amount”), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “Participation Transfer Date”) from such Lender (a “Defaulting Lender”), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “Participation Transfer Period”), to the rights, privileges and obligations of a “Lender” under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (f) hereofabove, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (f) hereofabove) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such Fronting Bank, and such Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any Fronting Bank pursuant to this subsection (l) shall be made to the Lenders if, as, and, to the extent possible, when such Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (l) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such Fronting Bank received such payment from such Borrower, if such Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such Fronting Bank received such payment from the Borrower, if such Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (B) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (l) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any Fronting Bank, all of which shall remain unaffected by any default in payment by any Fronting Bank to such Defaulting Lender.

Proceeds of Reimbursements. Upon receipt of a payment from a the Borrower pursuant to subsection (fg) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s 's pro rata share (determined in accordance with such Lender’s 's Percentage) of such payment based on such Lender’s 's pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (jk), above, and not previously transferred by such the Fronting Bank pursuant to this subsection (lm); provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (jk) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such the Borrower shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (fg) hereof (such unreimbursed amount being hereinafter referred to as a “"Transferred Amount”"), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “"Participation Transfer Date”") from such Lender (a “"Defaulting Lender”"), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such the Borrower shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “"Participation Transfer Period”"), to the rights, privileges and obligations of a “"Lender” " under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, such the Fronting Bank shall receive any payment from such the Borrower pursuant to subsection (fg) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such the Borrower pursuant to subsection (fg) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any the Borrower for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (jk) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such the Fronting Bank, Bank and such the Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (jk) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any the Fronting Bank pursuant to this subsection (lm) shall be made to the Lenders if, as, and, to the extent possible, when such the Fronting Bank receives payments in respect of Drawings under the Letters of Credit pursuant to subsection (fg) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such whom the Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (lm) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such the Fronting Bank received such payment from such the Borrower, if such the Fronting Bank received such payment prior to 1:00 p.m. (New York time) on such day, or (ii) 1:00 p.m. (New York time) on the Business Day next succeeding the Business Day on which such the Fronting Bank received such payment from the Borrower, if such the Fronting Bank received such payment after 1:00 p.m. (New York time) on such day, such the Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A1) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (Bii) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (lm) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any the Fronting Bank, all of which shall remain unaffected by any default in payment by any the Fronting Bank to such Defaulting Lender. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or if for any other reason whatsoever, the Fronting Bank shall be required to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official all or any portion of any payments to the Lenders pursuant to this subsection (m) or interest thereon (a "Returned Payment"), each Lender shall, upon demand of the Fronting Bank, forthwith return to the Fronting Bank any amounts transferred to such Lender by the Fronting Bank in respect thereof pursuant to this subsection (m) plus such Lender's pro rata share (determined in accordance with such Lender's Percentage) of interest (if any) that the Fronting Bank is required to pay to such trustee, receiver, liquidator, custodian or other similar official with respect to any Returned Payment.

Proceeds of Reimbursements. Upon receipt of a payment from a Borrower the Obligor pursuant to subsection (f) hereof, the applicable Fronting Bank shall promptly transfer to each Lender such Lender’s pro rata share (determined in accordance with such Lender’s Percentage) of such payment based on such Lender’s pro rata share (determined as aforesaid) of amounts previously paid pursuant to subsection (j), above, and not previously transferred by such the Fronting Bank pursuant to this subsection (l); provided, however, that if a Lender shall fail to pay to such the Fronting Bank any amount required by subsection (j) above by the close of business on the Business Day following the date on which such payment was due from such Lender, and such Borrower the Obligor shall not have reimbursed such the Fronting Bank for such amount pursuant to subsection (f) hereof (such unreimbursed amount being hereinafter referred to as a “Transferred Amount”), such the Fronting Bank shall be deemed to have purchased, on such following Business Day (a “Participation Transfer Date”) from such Lender (a “Defaulting Lender”), a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which such Borrower the Obligor shall have reimbursed such the Fronting Bank for such Transferred Amount and (ii) the date on which such Lender shall have reimbursed such the Fronting Bank for such Transferred Amount (the “Participation Transfer Period”), to the rights, privileges and obligations of a “Lender” under this Agreement with respect to such Transferred Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder, and shall not have any rights or interests of a Lender hereunder, with respect to such Transferred Amount, and its Percentage shall be reduced accordingly with the amount by which such Percentage is reduced deemed held by such the Fronting Bank during the Participation Transfer Period; and provided further, however, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Lender and prior to the reimbursement by such Lender of such the Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, such the Fronting Bank shall receive any payment from such Borrower the Obligor pursuant to subsection (f) hereof, such the Fronting Bank shall not be obligated to pay any amounts to such Lender, and such the Fronting Bank shall retain such amounts (including, without limitation, interest payments due from such Borrower the Obligor pursuant to subsection (f) hereof) for its own account as a Lender, provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j), above) due from such Lender with respect to such Transferred Amount. If at any time after the occurrence of a Participation Transfer Date with respect to any Lender, the Administrative Agent shall receive any payment from any Borrower the Obligor for the account of such Lender pursuant to this Agreement, if at the time of receipt of such amounts by the Administrative Agent such Lender shall not have reimbursed the applicable Fronting Bank with respect to the related Transferred Amount pursuant to subsection (j) above, the Administrative Agent shall not pay any such amounts to such Lender but shall pay all such amounts to such the Fronting Bank, and such the Fronting Bank shall retain such amounts for its own account as a Lender and apply such amounts in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Lender pursuant to subsection (j) above) due from such Lender with respect to such Transferred Amount. All payments due to the Lenders from any the Fronting Bank pursuant to this subsection (l) shall be made to the Lenders if, as, and, to the extent possible, when such the Fronting Bank receives payments in respect of Drawings under the Letters Letter of Credit pursuant to subsection (f) hereof, and in the same funds in which such amounts are received; provided that if any Lender to which such the Fronting Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (l) does not receive such payment (or portion thereof) prior to (i) the close of business on the Business Day on which such the Fronting Bank received such payment from such Borrowerthe Obligor, if such the Fronting Bank received such payment prior to 1:00 p.m. (New York Charlotte, North Carolina time) on such day, or (ii) 1:00 p.m. (New York Charlotte, North Carolina time) on the Business Day next succeeding the Business Day on which such the Fronting Bank received such payment from the BorrowerObligor, if such the Fronting Bank received such payment after 1:00 p.m. (New York Charlotte, North Carolina time) on such day, such the Fronting Bank agrees to pay to such Lender, along with its payment of the portion of such payment due to such Lender, interest on such amount at a rate per annum equal to (A) for the period from and including the Business Day when such payment was required to be made to the Lenders to but excluding the second succeeding Business Day, the Federal Funds Rate and (B) for the period from and including the second Business Day succeeding the Business Day when such payment was required to be made to the Lenders to but excluding the date on which such amount is paid in full, the Federal Funds Rate plus 2.00%. The provisions of this subsection (l) shall not affect or impair any of the obligations under this Agreement of any Defaulting Lender to any the Fronting Bank, all of which shall remain unaffected by any default in payment by any the Fronting Bank to such Defaulting Lender.