Common use of The Participating Interests Clause in Contracts

The Participating Interests. Each U.S. Lender (other than the Lender acting as U.S. L/C Issuer with respect to the applicable U.S. Letter of Credit) severally and not jointly agrees to purchase from the U.S. L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided participating interest (a “U.S. Participating Interest”) to the extent of its U.S. Revolver Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such U.S. L/C Issuer. Each Canadian Lender (other than the Lender acting as Canadian L/C Issuer with respect to the applicable Canadian Letter of Credit) severally and not jointly agrees to purchase from the Canadian L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided participating interest (a “Canadian Participating Interest”) to the extent of its Canadian Revolver Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such Canadian L/C Issuer. Upon Borrowers’ failure to pay any Reimbursement Obligation on the date and at the time required, or if an L/C Issuer is required at any time to return to the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable L/C Issuer an amount equal to such Participating Lender’s U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian Prime Rate in effect for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuers under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set‑off, counterclaim or defense to payment which any Participating Lender may have or has had against the Borrowers, the applicable L/C Issuer, the Administrative Agent, any Lender or any other Person. 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 the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the U.S. Lender acting as U.S. L/C Issuer with respect to in issuing the applicable relevant U.S. Letter of Credit) ), by its acceptance hereof, severally and not jointly agrees to purchase from the U.S. L/C IssuersIssuer, and each such the U.S. L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided percentage participating interest (a “U.S. Participating Interest”) ), to the extent of its U.S. Revolver Percentage Percentage, in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such the U.S. L/C Issuer. Each ; and each Canadian Lender (other than the Canadian Lender acting as Canadian L/C Issuer with respect to in issuing the applicable relevant Canadian Letter of Credit) ), by its acceptance hereof, severally and not jointly agrees to purchase from the Canadian L/C IssuersIssuer, and each such the Canadian L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”) ), to the extent of its Canadian Revolver Percentage Percentage, in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such the Canadian L/C Issuer. Upon Borrowers’ any failure by a Borrower to pay any Reimbursement Obligation at the time required on the date and at the time requiredrelated drawing is to be paid, as set forth in Section 2.3(c) above, or if an the L/C Issuer is required at any time to return to the Borrowers a Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from such the relevant L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati time)p.m., or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable relevant L/C Issuer an amount equal to such Participating Lender’s U.S. relevant Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the applicable related payment was made by such L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater of the Federal Funds Rate (x) if such Letter or, in the case of Credit is a Loan denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds CDOR Rate for each such day as determined by Administrative Agent) and (y) if such Letter of Credit is denominated a rate determined by Administrative Agent in U.S. Dollars, in U.S. Dollars the Federal Funds Rate accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter in the case of Credit is denominated in Canadian Dollarsa U.S. Reimbursement Obligation, in Canadian Dollars the Canadian Prime Base Rate in effect for each such day and (y) if such Letter in the case of Credit is denominated in U.S. Dollarsa Canadian Reimbursement Obligation, in U.S. Dollars the Base Canadian Prime Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, shall thereafter be entitled to receive its applicable Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its relevant Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuers Issuer(s) under this Section 2.2 shall be absolute, irrevocable irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set‑offset off, counterclaim or defense to payment which any Participating Lender may have or has have had against the Borrowersany Borrower, the applicable L/C IssuerIssuer(s), the Administrative Agent, any Lender or any other PersonPerson 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 the any Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the Lender acting as U.S. L/C Issuer with respect to the applicable U.S. Letter of Credit) severally and not jointly agrees to purchase from the U.S. L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided participating interest (a “U.S. Participating Interest”) to the extent of its U.S. Revolver Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such U.S. L/C Issuer. Each Canadian Lender (other than the Lender acting as Canadian L/C Issuer with respect to the applicable Canadian Letter of Credit) severally and not jointly agrees to purchase from the Canadian L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided participating interest (a “Canadian Participating Interest”) to the extent of its Canadian Revolver Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such Canadian L/C Issuer. Upon Borrowers’ failure to pay any Reimbursement Obligation on the date and at the time required, or if an L/C Issuer is required at any time to return to the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable L/C Issuer an amount equal to such Participating Lender’s U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian Prime Rate in effect for such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuers under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set‑offset-off, counterclaim or defense to payment which any Participating Lender may have or has had against the Borrowers, the applicable L/C Issuer, the Administrative Agent, any Lender or any other Person. 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 the Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

The Participating Interests. Each U.S. Lender (other than the Lender acting as U.S. L/C Issuer with respect to the applicable U.S. Letter of Credit) severally and not jointly agrees to purchase from the U.S. L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided participating interest (a “U.S. Participating Interest”) to the extent of its U.S. Revolver Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such U.S. L/C Issuer. Each Canadian Lender (other than the Canadian Lender then acting as Canadian L/C Issuer with respect to the applicable in issuing Canadian Letter Letters of Credit) ), by its acceptance hereof, severally and not jointly agrees to purchase from the Canadian L/C IssuersIssuer, and each such the Canadian L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided percentage participating interest (a “Canadian Participating Interest”) ), to the extent of its Canadian Revolver Percentage Percentage, in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such the Canadian L/C Issuer. Upon Borrowers’ any failure by a Canadian Borrower to pay any Canadian Reimbursement Obligation at the time required on the date and at the time requiredrelated drawing is to be paid, as set forth in Section 1.4(c) above, or if an the Canadian L/C Issuer is required at any time to return to the Borrowers a Canadian Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Canadian Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from such the Canadian L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati Toronto time), or not later than 1:00 p.m. (Cincinnati Toronto time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable Canadian L/C Issuer an amount equal to such Participating Lender’s U.S. Canadian Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Canadian Reimbursement Obligation together with interest on such amount accrued from the date the applicable related payment was made by the Canadian L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the applicable Canadian L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds for each such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, (x) if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian Prime Base Rate in effect for each such day and (y) if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, shall thereafter be entitled to receive its Canadian Revolver Percentage of each payment received in respect of the relevant Canadian Reimbursement Obligation and of interest paid thereon, with the applicable Canadian L/C Issuer retaining its Canadian Revolver Percentage thereof as a Canadian Lender hereunder. The several obligations of the Participating Lenders to the Canadian L/C Issuers Issuer under this Section 2.2 1.4 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set‑offset-off, counterclaim or defense to payment (other than payment in full) which any Participating Lender may have or has have had against the BorrowersBorrower, any Canadian Borrower, the applicable Canadian L/C Issuer, the Administrative Agent, any Lender or any other PersonPerson 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 the any Commitment of any Lender, and each payment by a Participating Lender under this Section 2.2 1.4 shall be made without any offset, abatement, withholding or reduction whatsoever.