Common use of Repayment of Participation Advances Clause in Contracts

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Reimbursement Purchases made or deemed to have been made requested in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, or by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof thereof. (such d) Funds in the LC Collateral Account will be used to reimburse the LC Bank and (to the extent they have unreimbursed Participation Advances) the LC Participants for fees related to accrue, as reasonably estimated the Letters of Credit and for any draws on the Letters of Credit and Participation Advances which have not reimbursed by the Seller or repaid from Collections. If at any time the amount of the funds on deposit in the LC BankCollateral Account exceeds 100% of the LC Participation Amount at such time, plus the amount of the Expected LC Fees at such time, the “LC Fee Expectation”Administrator shall remit an amount equal to such excess to the Servicer to be applied as a Collection of Pool Receivables in accordance with Section 1.4(d). Any funds on deposit in the XX Xxxx Collateral Account after all Letters of Credit have expired, all draws on the Letters of Credit have been reimbursed, all Participation Advances have been repaid, all fees due with respect to the Letters of Credit have been paid in full, and the Facility has been terminated, shall be remitted to the Seller.

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower related Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank Bank, or (ii) in payment of Interest Yield on the Loans made additional Purchaser Interests purchased or deemed to have been made purchased in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrowerany Seller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower such Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata LC Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Effective Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Funded Purchases made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds cash available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related applicable fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiverReceiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a any Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Ratable Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, Overnight Bank Funding Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the close of business on the Facility Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount (which amount may be held in U.S. Dollars or Australian Dollars and is subject to conversion by the Administrator in accordance with Section 1.23) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant Lender has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC ParticipantLender, ratably (based on the outstanding drawn amounts funded by each such LC Participant Lender in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC ParticipantLender. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant Lender shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata LC Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant Lender through, but not including, the date the payment is returned by such LC ParticipantLender. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank Agent or Issuer for its account of immediately available funds from or for the account of the Borrower Borrowers (i) in reimbursement of any payment made by the LC Bank Issuer as Issuer under a the Letter of Credit with respect to which any LC Participant Revolving Lender has made a Participation Advance to the LC Bank Issuer, or (ii) in payment of Interest interest on the Loans such a payment made by Issuer or deemed to have been made in connection with any Agent under such drawa Letter of Credit, the LC Bank Agent or Issuer, as applicable, will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit)Revolving Lender, in the same funds as those received by Agent or Issuer, the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such Revolving Lender’s Revolving Commitment Percentage of such funds, except Agent or Issuer shall retain the amount of the Revolving Commitment Percentage of such funds that were not the subject of any payment Revolving Lender that did not make a Participation Advance in respect of such payment by Agent or Issuer. Upon (and only upon) receipt by Agent or Issuer for its account of immediately available funds from Borrowers (i) in reimbursement of any payment made by the Issuer as Issuer under the WTC Letter of Credit with respect to which any L/C Commitment Lender has made a L/C Participation Advance to Issuer, or (ii) in payment of interest on such a payment made by Issuer or Agent under such WTC Letter of Credit, Agent or Issuer, as applicable, will pay to each L/C Commitment Lender, in the same funds as those received by Agent or Issuer, the amount of such L/C Commitment Lender’s L/C Commitment Percentage of such funds, except Agent or Issuer shall retain the amount of the L/C Commitment Percentage of such funds of any LC ParticipantL/C Commitment Lender that did not make a L/C Participation Advance in respect of such payment by Agent or Issuer. Upon (and only upon) receipt by Agent or Issuer for its account of immediately available funds from Borrowers (i) in reimbursement of any payment made by the Issuer as Issuer under the Roll-Up Letter of Credit with respect to which any Roll-Up Lender has made a Roll-Up Participation Advance to Issuer, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Roll-Up Letter of Credit, Agent or Issuer, as applicable, will pay to each Roll-Up Lender, in the same funds as those received by Agent or Issuer, the amount of such Roll-Up Lender’s Roll-Up Commitment Percentage of such funds, except Agent or Issuer shall retain the amount of the Roll-Up Commitment Percentage of such funds of any Roll-Up Lender that did not make a Roll-Up Participation Advance in respect of such payment by Agent or Issuer. (b) If the LC Bank Issuer or Agent is required at any time to return to the any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Borrowers to the LC Bank Issuer or Agent pursuant to this Agreement Section 2.13(a) in reimbursement of a payment made under a Letter of Credit, the WTC Letter of Credit or a Roll- Up Letter of Credit or interest or fee thereon, each LC Participant Lender shall, on demand of the LC BankAgent, forthwith return to the LC Bank Issuer or Agent the amount of its Pro Rata Share Revolving Commitment Percentage, L/C Commitment Percentage, or Roll-Up Commitment Percentage (as applicable) of any amounts so returned by the LC Bank Issuer or Agent plus interest at the Federal Funds Effective Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”); provided, however, that as of any date of determination, the LC Fee Expectation shall not exceed an amount equal to the product of (i) the sum of (x) the LC Participation Rate (as defined in the Fee Letter), plus (y) the LC Fronting Fee Rate (as defined in the Fee Letter), plus (z) 0.50%, times (ii) the aggregate undrawn face amount of such Letters of Credit as of such date of determination.

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the an LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the such LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the such LC Bank or (ii) in payment of Interest Yield on the Loans Investment made or deemed to have been made in connection with any such draw, the such LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the such LC Bank; it being understood, that the such LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the an LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the such LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the such LC Bank, forthwith return to the such LC Bank the amount of its Pro Rata Share of any amounts so returned by the such LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC BankXX Xxxxx, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned funds received by such LC Participant from the LC Bank that the LC Bank is required to return to the Seller, or to such trustee, receiver, liquidator, or custodian, plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds cash available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related applicable fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Funded Purchases made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably in the same funds as those received by the LC Bank, its ratable share (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank) of such funds; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount its Commitment Percentage of its Purchaser Group’s Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank Issuer for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank Issuer under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank Issuer or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank Issuer will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC BankIssuer; it being understood, that the LC Bank Issuer shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank Issuer is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank Issuer pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC BankIssuer, forthwith return to the LC Bank Issuer the amount of its Pro Rata Share of any amounts so returned by the LC Bank Issuer plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Facility Maturity Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC BankIssuer, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the any Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the any Borrower, or to a trustee, receiverReceiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the such Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Ratable Share of any amounts so returned by the LC Bank plus interest at (x) with respect to amounts denominated in U.S. Dollars, the Federal Funds Rate, and (y) with respect to amounts denominated in Canadian Dollars, CDOR, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the close of business on the Facility Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the Borrower’s Borrowers’ sole discretion, by other funds available to the BorrowerBorrowers) in an amount (which amount may be held in U.S. Dollars or Canadian Dollars and is subject to conversion by the Administrator in accordance with Section 1.21) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the an LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the 748740795 18564151 such LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the such LC Bank or (ii) in payment of Interest Yield on the Loans Investment made or deemed to have been made in connection with any such draw, the such LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the such LC Bank; it being understood, that the such LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the an LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the such LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the such LC Bank, forthwith return to the such LC Bank the amount of its Pro Rata Share of any amounts so returned by the such LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC BankXX Xxxxx, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds FundsOvernight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds cash available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related applicable fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (ai) Upon (and only upon) receipt by the LC Bank Agent for its the account of the relevant Issuing Lender of immediately available funds from or for the account of the Borrower (ix) in reimbursement of any payment made by such Issuing Lender under the LC Bank under a Letter of Credit with respect to which any LC Participant Lender has made a Participation Advance to the LC Bank Agent, or (iiy) in payment of Interest interest on the Loans such a payment made or deemed to have been made in connection with any by such drawIssuing Lender under such a Letter of Credit, the LC Bank Agent on behalf of such Issuing Lender will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit)Lender, in the same funds as those received by the LC Bank; it being understoodAgent, that the LC Bank shall retain a ratable amount of such Lender’s Ratable Share of such funds, except the Agent shall retain for the account of the relevant Issuing Lender the amount of the Ratable Share of such funds that were not the subject of any payment Lender that did not make a Participation Advance in respect of such Letter of Credit payment by any LC Participantsuch Issuing Lender. (bii) If the LC Bank Agent (or any Issuing Lender) is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments any payment made by the Borrower to the LC Bank Agent for the account of an Issuing Lender (or any payment made directly to any Issuing Lender) pursuant to this Agreement Section in reimbursement of a payment made under a the Letter of Credit or any interest or fee thereon, each LC Participant Lender shall, on demand of the LC BankAgent (or the relevant Issuing Lender, as the case may be) forthwith return to the LC Bank Agent for the account of the relevant Issuing Lender (or return directly to such Issuing Lender, as the case may be) the amount of its Pro Rata Ratable Share of any amounts so returned by the LC Bank Agent (or such Issuing Lender, as the case may be) plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Agent (or such Issuing Lender, as the case may be), at a rate per annum equal to the Federal Funds Rate, Rate in effect from the date the payment was first made time to such LC Participant through, but not including, the date the payment is returned by such LC Participanttime. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned funds received by such LC Participant from the LC Bank that the LC Bank is required to return to the Seller, or to such trustee, receiver, liquidator, or custodian, plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds cash available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related applicable fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC 719921903 00000000 20 Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds cash available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related applicable fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant Purchaser has made a Participation Advance to the LC Bank or (ii) in payment of Interest Yield on the Loans Investment(s) (or Capital thereof) made or deemed to have been made in connection with any such drawParticipation Advance, the LC Bank will pay to each LC ParticipantPurchaser, ratably (based on the outstanding drawn amounts amount of Participation Advances funded by each such LC Participant Purchaser in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit Participation Advance made by any LC ParticipantPurchaser. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant Purchaser shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share Commitment Percentage of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant Purchaser through, but not including, the date the payment is returned by such LC ParticipantPurchaser. (c) If any Letters of Credit are outstanding and undrawn on the Termination Seller Obligations Final Due Date, then on such date, the Seller shall cause the LC Collateral Account shall to be fully funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount product of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by i) the LC BankParticipation Amount, the “LC Fee Expectation”)multiplied by (ii) 105%.

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the any Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the any Borrower, or to a trustee, receiverReceiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the such Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Ratable Share of any amounts so returned by the LC Bank plus interest at (x) with respect to amounts denominated in U.S. Dollars, the Federal Funds FundsOvernight Bank Funding Rate, and (y) with respect to amounts denominated in Canadian Dollars, CDOR, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the close of business on the Facility Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the Borrower’s Borrowers’ sole discretion, by other funds available to the BorrowerBorrowers) in an amount (which amount may be held in U.S. Dollars or Canadian Dollars and is subject to conversion by the Administrator in accordance with Section 1.21) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds FundsOvernight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”). ) Business Day, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment.

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant Purchaser has made a Participation Advance to the LC Bank or (ii) in payment of Interest Yield on the Loans Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC ParticipantPurchaser, ratably (based on the outstanding drawn amounts funded by each such LC Participant Purchaser in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC ParticipantPurchaser. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant Purchaser shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata LC Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant Purchaser through, but not including, the date the payment is returned by such LC ParticipantPurchaser. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest Discount on the Loans Purchases made or deemed to have been made in connection with any such draw, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned funds received by such LC Participant from the LC Bank that the LC Bank is required to return to the Seller, or to such trustee, receiver, liquidator, or custodian, plus interest at the Federal Funds FundsOvernight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds cash available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related applicable fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably in the same funds as those received by the LC Bank, its ratable share (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank) of such funds; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount its Commitment Percentage of its Purchaser Group’s Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank Bank, or (ii) in payment of Interest Discount on the Loans Investments made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, Overnight Bank Funding Rate from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount (which amount may be held in U.S. Dollars or Australian Dollars and is subject to conversion by the Administrator in accordance with Section 1.23) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, without limiting any rights or remedies contained in Section 10.01 or any other Transaction Document, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the any Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the any Borrower, or to a trustee, receiverReceiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the such Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a any Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Ratable Share of any amounts so returned by the LC Bank plus interest at (x) with respect to amounts denominated in U.S. Dollars, the Federal Funds Overnight Bank Funding Rate, and (y) with respect to amounts denominated in Canadian Dollars, CDOR, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the close of business on the Facility Termination Date, the LC Collateral Account Accounts shall be funded from Collections (or, in the Borrower’s Borrowers’ sole discretion, by other funds available to the BorrowerBorrowers) in an amount (which amount may be held in U.S. Dollars or Canadian Dollars and is subject to conversion by the Administrator in accordance with Section 1.21) equal to the U.S. Dollar Equivalent of the aggregate undrawn face amount of such Letters of Credit plus the U.S. Dollar Equivalent of all related fees to accrue through the stated expiration dates thereof thereof, including any customary presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) Seller in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance participation advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such drawBank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant Lender has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC ParticipantLender, ratably (based on the outstanding drawn amounts funded by each such LC Participant Lender in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC ParticipantLender. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant Lender shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata LC Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant Lender through, but not including, the date the payment is returned by such LC ParticipantLender. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest Discount on the Loans Purchases made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If Pursuant to and in accordance with Section 1.4(d)(ii)(4), if any Letters of Credit are outstanding and undrawn on the Facility Termination Date, the LC Collateral Account shall be funded from Collections (or, at the Seller’s sole option in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated and documented to the Seller and the Servicer by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant Lender has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC ParticipantLender, ratably (based on the outstanding drawn amounts funded by each such LC Participant Lender in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC ParticipantLender. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant Lender shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata LC Share of any amounts so returned by the LC Bank plus interest at the Federal Funds FundsOvernight Bank Funding Rate, from the date the payment was first made to such LC Participant Lender through, but not including, the date the payment is returned by such LC ParticipantLender. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the any LC Bank Lender for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the such LC Bank Lender under a Letter of Credit with respect to which any LC Participant Lender has made a Participation Revolving Credit Advance to such LC Lender, such LC Lender (or the LC Bank or (iiAdministrative Agent on its behalf) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC ParticipantLender, ratably (based on the outstanding drawn amounts funded by each such LC Participant Lender in respect of such Letter of Credit), in the same funds as those received by such LC Lender (or the LC BankAdministrative Agent on its behalf); it being understood, that the such LC Bank Lender shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC ParticipantLender. (b) If the any LC Bank Lender is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceedinginsolvency proceeding, any portion of the payments made by the Borrower to the such LC Bank Lender pursuant to this Agreement in reimbursement of a payment made under a the Letter of Credit or interest or fee thereon, each LC Participant Lender shall, on demand of such LC Lender (or the Administrative Agent on behalf of such LC BankLender), forthwith return to such LC Lender (or the Administrative Agent on behalf of such LC Bank Lender) the amount of its Pro Rata Share of any amounts so returned by the such LC Bank Lender plus interest at the Federal Funds Rate, from the date the payment was first made to such LC Participant Lender through, but not including, the date the payment is returned by such LC ParticipantLender. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw, the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC ​ ​ Participant shall, on demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).

Repayment of Participation Advances. (a) Upon (and only upon) receipt by the an LC Bank for its account of immediately available funds from or for the account of the Borrower Seller (i) in reimbursement of any payment made by the such LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation Advance to the such LC Bank or (ii) in payment of Interest Yield on the Loans Investment made or deemed to have been made in connection with any such draw, the such LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect of such Letter of Credit), in the same funds as those received by the such LC Bank; it being understood, that the such LC Bank shall retain a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant. (b) If the an LC Bank is required at any time to return to the BorrowerSeller, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by the Borrower Seller to the such LC Bank pursuant to this Agreement in reimbursement of a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the such LC Bank, forthwith return to the such LC Bank the amount of its Pro Rata Share of any amounts so returned by the such LC Bank plus interest at the Federal Funds Overnight Bank Funding Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by such LC Participant. (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the applicable LC Collateral Account shall be funded from Collections (or, in the BorrowerSeller’s sole discretion, by other funds available to the BorrowerSeller) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC BankLX Xxxxx, the “LC Fee Expectation”).