Common use of The Participating Interests Clause in Contracts

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) severally agrees to purchase from the Administrative Agent, and the Administrative Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date due, as set forth in Section 1.3(c) above, or if the Administrative Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request from the Administrative Agent to such effect, if such request is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request is received after such time, pay to the Administrative Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollars, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currency. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.3 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) Bank, by its acceptance hereof, severally agrees to purchase from the Administrative each Issuing Agent, and the Administrative each Issuing Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "“Participating Interest"”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative such Issuing Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at by the time required on the date due, as set forth in Section 1.3(c2.2(c) abovehereof, or if the Administrative an Issuing Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request demand from the Administrative Agent on behalf of such Issuing Agent (which Issuing Agent hereby covenants and agrees it will deliver to the Administrative Agent) to such effect, if such request demand is received before 1:00 2:00 p.m. (Chicago New York time), or not later than the following Business Day, if such request demand is received after such time, pay to the Administrative such Issuing Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative such Issuing Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative such Issuing Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollarshereunder, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Base Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currencyday. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative applicable Issuing Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent Issuing Agents under this Section 1.3 2.2(d) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, the Issuing Agents, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever. The Issuing Agents and the Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement the Credit Documents against unpaid amounts due from such Bank to the applicable Issuing Agent or the Administrative Agent Agent, as applicable, hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) Bank, by its acceptance hereof, severally agrees to purchase from the Administrative Issuing Agent, and the Administrative Issuing Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "“Participating Interest"”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Issuing Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date duethe related drawing is paid, as set forth in Section 1.3(c2.3(c) above, or if the Administrative Issuing Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives of a request demand from the Administrative Issuing Agent to such effect, if such request demand is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request demand is received after such time, pay to the Administrative Issuing Agent an amount which was paid out by the Issuing Bank under the relevant Letter of Credit equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Issuing Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Issuing Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollarshereunder, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Base Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currencyday. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Issuing Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.3 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) ), by its acceptance hereof, severally agrees to purchase from the Administrative Agent, and the Administrative Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Agent. Upon any failure by the Borrower Borrowers to pay any Reimbursement Obligation at the time required on the date duethe related drawing is paid, as set forth in Section 1.3(c) above, or if the Administrative Agent is required at any time to return to the either Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request certificate in the form of Exhibit A hereto from the Administrative Agent to such effect, if such request certificate is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request certificate is received after such time, pay to the Administrative Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollarshereunder, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currencyday. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.3 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the relevant Borrower's obligations under each Application, to the extent the Borrower is Borrowers are relieved from its their obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the BorrowerBorrowers, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) severally agrees to purchase from the Administrative Agent, and the Administrative Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date due, as set forth in Section 1.3(c) above, or if the Administrative Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request from the Administrative Agent to such effect, if such request is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request is received after such time, pay to the Administrative Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollars, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, either Euros or Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, either Euros or Japanese Yen or Pound SterlingYen, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currency. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.3 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) severally agrees to purchase from the Administrative Agent, and the Administrative Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date due, as set forth in Section 1.3(c) above, or if the Administrative Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request from the Administrative Agent to such effect, if such request is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request is received after such time, pay to the Administrative Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollarshereunder, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currencyday. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.3 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) severally agrees to purchase from the Administrative Agent, and the Administrative Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date due, as set forth in Section 1.3(c1.4(c) above, or if the Administrative Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request from the Administrative Agent to such effect, if such request is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request is received after such time, pay to the Administrative Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollarshereunder, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currencyday. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.3 1.4 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Revolving Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 1.4 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.

The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) Bank, by its acceptance hereof, severally agrees to purchase from the Administrative each Issuing Agent, and the Administrative each Issuing Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative such Issuing Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date duethe related drawing is paid, as set forth in Section 1.3(c2.2(c) above, or if the Administrative an Issuing Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request demand from the Administrative such Issuing Agent to such effect, if such request demand is received before 1:00 2:00 p.m. (Chicago New York time), or not later than the following Business Day, if such request demand is received after such time, pay to the Administrative such Issuing Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative such Issuing Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative such Issuing Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder (a) if such Letter of Credit is denominated in U.S. Dollarshereunder, the Federal Funds Rate for each day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling at the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery of immediately available and freely transferable funds are offered by the Administrative Agent to major banks in the interbank market for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, (a) if such Letter of Credit is denominated in U.S. Dollars, the Domestic Base Rate in effect for each such day and (b) if such Letter of Credit is denominated in Euros, Japanese Yen or Pound Sterling, the rate established by Section 1.10(b) for Eurocurrency Loans denominated in such currencyday. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative applicable Issuing Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent Issuing Agents under this Section 1.3 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, the Issuing Agents, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 1.3 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever. The Issuing Agents and the Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement the Credit Documents against unpaid amounts due from such Bank to the applicable Issuing Agent or the Administrative Agent Agent, as applicable, hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement.