Common use of Letter of Credit Reimbursement Obligations Clause in Contracts

Letter of Credit Reimbursement Obligations. (i) (a) Borrowers agree to pay to the Issuing Lender (1) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2) below) equal to the amount so drawn plus all other charges and expenses with respect thereto or in the applicable Reimbursement Agreement and (2) interest on any and all amounts remaining unpaid under this Section 2.13 until payment in full at the Prime Rate plus 2.00% per annum. Borrowers agree to pay to the Issuing Lender the amount of all Reimbursement Obligations owing in respect of any Letter of Credit immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, set-off, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (ii) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, Borrowers agree to reimburse the Issuing Lender for amounts which the Issuing Lender pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do not pay any such Reimbursement Obligations when due, Borrowers shall be deemed to have immediately requested that Lenders make a Prime Rate Loan under this Agreement in a principal amount equal to such unreimbursed Reimbursement Obligations. Agent shall promptly notify Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.11, each Lender shall make available to Agent its Loan in the manner prescribed for Prime Rate Loans. The proceeds of such Loans shall be paid over by Agent to the Issuing Lender for the account of Borrowers in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Rate Loan. (iii) If the Issuing Lender makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers and if for any reason a Prime Rate Loan may not be made pursuant to Section 2.13(D)(ii), then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to Agent for the account of the Issuing Lender, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Issuing Lender, pay the Issuing Lender interest on such Lender’s pro-rata share of such draw from the date of payment by the Issuing Lender on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate for such period; provided that such payments shall be made by such Lender only in the event and to the extent that the Issuing Lender is not reimbursed in full by Borrowers for interest on the amount of any draw on the Letters of Credit. (iv) At any time after the Issuing Lender has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, the Issuing Lender shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Borrowers for such payment, or of any other amount from Borrowers or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrowers or any Ancillary Agreements executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to Section 2.13(D)(ii)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided that interest shall accrue for the benefit of such Lender from the time the Issuing Lender has made a payment on account of any Letter of Credit; provided further that, in the event that the receipt by the Issuing Lender of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuing Lender any portion thereof previously transferred by the Issuing Lender to such Lender, but without interest to the extent that interest is not payable by the Issuing Lender in connection therewith.

Letter of Credit Reimbursement Obligations. (i) (a) Borrowers Borrowers, jointly and severally, agree to pay to the Issuing Lender (1) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2) below) equal to the amount so drawn plus all other charges and expenses with respect thereto or in the applicable Reimbursement Master Letter of Credit Agreement and (2) interest on any and all amounts remaining unpaid under this Section 2.13 until payment in full at the Prime Rate plus 2.00% per annum. Borrowers agree to pay to the Issuing Lender the amount of all Reimbursement Obligations owing in respect of any Letter of Credit immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, set-off, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (ii) Notwithstanding any provisions to the contrary in any Reimbursement Master Letter of Credit Agreement, Borrowers agree agree, jointly and severally, to reimburse the Issuing Lender for amounts which the Issuing Lender pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do not pay any such Reimbursement Obligations when due, Borrowers shall be deemed to have immediately requested that Lenders make a Prime Rate Loan under this Agreement in a principal amount equal to such unreimbursed Reimbursement Obligations. Agent shall promptly notify Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.11, each Lender shall make available to Agent its Loan in the manner prescribed for Prime Rate Loans. The proceeds of such Loans shall be paid over by Agent to the Issuing Lender for the account of Borrowers in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Rate Loan. (iii) If the Issuing Lender makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers and if for any reason a Prime Rate Loan may not be made pursuant to Section 2.13(D)(ii), then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to Agent for the account of the Issuing Lender, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Issuing Lender, pay the Issuing Lender interest on such Lender’s pro-rata share of such draw from the date of payment by the Issuing Lender on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate for such period; provided that such payments shall be made by such Lender only in the event and to the extent that the Issuing Lender is not reimbursed in full by Borrowers for interest on the amount of any draw on the Letters of Credit. (iv) At any time after the Issuing Lender has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, the Issuing Lender shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Borrowers for such payment, or of any other amount from Borrowers or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrowers or any Ancillary Agreements executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to Section 2.13(D)(ii)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided that interest shall accrue for the benefit of such Lender from the time the Issuing Lender has made a payment on account of any Letter of Credit; provided further that, in the event that the receipt by the Issuing Lender of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuing Lender any portion thereof previously transferred by the Issuing Lender to such Lender, but without interest to the extent that interest is not payable by the Issuing Lender in connection therewith.

Letter of Credit Reimbursement Obligations. (i) (a) Borrowers agree The Borrower agrees to pay to the Issuing Lender Letter of Credit Issuer (1i) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.15.6 or in the applicable Reimbursement Agreement and (2ii) interest on any and all amounts remaining unpaid under this Section 2.13 2.15.3 until payment in full at the Prime Base Rate plus 2.00% per annum. Borrowers agree The Borrower agrees to pay to the Issuing Lender Letter of Credit Issuer the amount of all Reimbursement Obligations owing in respect of any Letter of Credit immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any Ancillary Agreements instrument executed pursuant hereto; (x) the existence of any claim, set-off, defense or other right which Borrowers the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers Borrower and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Lender Letter of Credit Issuer has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (iib) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, Borrowers agree the Borrower agrees to reimburse the Issuing Lender Letter of Credit Issuer for amounts which the Issuing Lender Letter of Credit Issuer pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do the Borrower does not pay any such Reimbursement Obligations when due, Borrowers the Borrower shall be deemed to have immediately requested that the Lenders make a Prime Revolving Loans that are Base Rate Loan Loans under this Agreement in a an aggregate principal amount equal to such unreimbursed Reimbursement Obligations. The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.112.02 or 2.03, each Lender shall make available to the Administrative Agent its Revolving Loan in the manner prescribed for Prime Base Rate Loans. The proceeds of such Loans shall be paid over by the Administrative Agent to the Issuing Lender Letter of Credit Issuer for the account of Borrowers the Borrower in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Base Rate Loan. (iiic) If the Issuing Lender Letter of Credit Issuer makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers the Borrower and if for any reason a Prime Base Rate Loan may not be made pursuant to Section 2.13(D)(iisubsection 2.15.3(b), then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuing LenderLetter of Credit Issuer, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Issuing LenderLetter of Credit Issuer, pay the Issuing Lender Letter of Credit Issuer interest on such Lender’s pro-rata share of such draw from the date of payment by the Issuing Lender Letter of Credit Issuer on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender Letter of Credit Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate Federal Funds Rate for such period; provided provided, that such payments shall be made by such Lender the Lenders only in the event and to the extent that the Issuing Lender Letter of Credit Issuer is not reimbursed in full by Borrowers the Borrower for interest on the amount of any draw on the Letters of Credit. (ivd) At any time after the Issuing Lender Letter of Credit Issuer has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, the Issuing Lender such Letter of Credit Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Borrowers the Borrower for such payment, or of any other amount from Borrowers the Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrowers Borrower or any Ancillary Agreements Instrument executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to Section 2.13(D)(iisubsection 2.15.3(b)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided provided, that interest shall accrue for the benefit of such Lender from the time the Issuing Lender such Letter of Credit Issuer has made a payment on account of any Letter of Credit; provided further thatprovided, further, that in the event that the receipt by the Issuing Lender Letter of Credit Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuing Lender Letter of Credit Issuer any portion thereof previously transferred by the Issuing Lender Letter of Credit Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuing Lender Letter of Credit Issuer in connection therewith.

Letter of Credit Reimbursement Obligations. (i) (a) Borrowers agree The Borrower agrees to pay to the Issuing Lender Letter of Credit Issuer (1i) on each date that any amount is drawn under each Letter of Credit a sum in Dollars or the Dollar Equivalent with respect to Letters of Credit denominated in an Offshore Currency (and interest on such sum as provided in clause (2ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.18(f) or in the applicable Reimbursement Agreement and (2ii) interest on any and all amounts remaining unpaid under this Section 2.13 2.18(c) until payment in full at the Prime Adjusted Base Rate plus 2.00% per annum. Borrowers agree The Borrower agrees to pay to the Issuing Lender Letter of Credit Issuer the amount of all Reimbursement Obligations owing in respect of any Letter of Credit immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (wA) any lack of validity or enforceability of this Agreement or any Ancillary Agreements agreement, document or instrument executed pursuant hereto; (xB) the existence of any claim, set-off, defense or other right which Borrowers the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers Borrower and the beneficiary named in any Letter of Credit); (yC) the validity, sufficiency or genuineness of any document which the Issuing Lender Letter of Credit Issuer has determined in good faith and in accordance with its customary business practices complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (zD) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (ii) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, Borrowers agree the Borrower agrees to reimburse the Issuing Lender Letter of Credit Issuer for amounts which the Issuing Lender Letter of Credit Issuer pays under such Letter of Credit no later than the time specified in this Agreement. If Borrowers do the Borrower does not pay any such Reimbursement Obligations when due, Borrowers the Borrower shall be deemed to have immediately requested that the Lenders make a Prime Revolving Credit Loan which is Base Rate Loan under this Agreement in a principal amount equal to such unreimbursed Reimbursement ObligationsObligations in Dollars or Dollar Equivalent with respect to Letters of Credit denominated in an Offshore Currency. The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.112.03 or 2.04, each Lender shall make available to the Administrative Agent its Revolving Credit Loan in the manner prescribed for Prime Rate Revolving Credit Loans. The proceeds of such Revolving Credit Loans shall be paid over by the Administrative Agent to the Issuing Lender Letter of Credit Issuer for the account of Borrowers the Borrower in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Rate Revolving Credit Loan. (iii) If the Issuing Lender Letter of Credit Issuer makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers the Borrower and if for any reason a Prime Rate Revolving Credit Loan may not be made pursuant to Section 2.13(D)(ii2.18(c)(ii), then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon 2:00 p.m. (Chicago timeCentral Standard Time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuing LenderLetter of Credit Issuer, in immediately available funds, the purchase price for such Lender’s 's interest in such unreimbursed Reimbursement ObligationsObligations in Dollars or Dollar Equivalent with respect to Letters of Credit denominated in an Offshore Currency, which shall be an amount equal to such Lender’s pro-rata share 's Revolving Credit Commitment Percentage of such payment. Each Lender shall, upon demand by the Issuing LenderLetter of Credit Issuer, pay the Issuing Lender Letter of Credit Issuer interest on such Lender’s 's pro-rata share of such draw from the date of payment by the Issuing Lender Letter of Credit Issuer on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender Letter of Credit Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate Federal Funds Effective Rate for day during such period; provided provided, that such payments shall be made by such Lender the Lenders only in the event and to the extent that the Issuing Lender Letter of Credit Issuer is not reimbursed in full by Borrowers the Borrower for interest on the amount of any draw on the Letters of Credit. (iv) At any time after the Issuing Lender Letter of Credit Issuer has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s 's pro-rata share of such payment, the Issuing Lender such Letter of Credit Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Borrowers the Borrower for such payment, or of any other amount from Borrowers the Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrowers or any Ancillary Agreements executed pursuant hereto Borrower but excluding any transfer of funds from any other Lender pursuant to Section 2.13(D)(ii)Sections 2.18(c)(ii) or 2.18(c)(iii), transfer to such other Lender such other Lender’s 's ratable share of such reimbursement or other amount; provided provided, that interest shall accrue for the benefit of such Lender from the time the Issuing Lender such Letter of Credit Issuer has made a payment on account of any Letter of Credit; provided further thatprovided, further, that in the event that the receipt by the Issuing Lender Letter of Credit Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuing Lender Letter of Credit Issuer any portion thereof previously transferred by the Issuing Lender Letter of Credit Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuing Lender Letter of Credit Issuer in connection therewith.

Letter of Credit Reimbursement Obligations. (i) (a) Borrowers agree to pay to the Issuing Lender (1) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2) below) equal to the amount so drawn plus all other charges and expenses with respect thereto or in the applicable Reimbursement Agreement and (2) interest on any and all amounts remaining unpaid under this Section 2.13 until payment in full at the Prime Rate plus 2.00% per annum. Borrowers agree to pay to the Issuing Lender the amount of all Reimbursement Obligations owing in respect of any Letter of Credit immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, set-off, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrowers and the beneficiary named in any Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or material impairment of any security for the performance or observance of any of the terms hereof. (ii) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, Borrowers agree to reimburse the Issuing Lender for amounts which the Issuing Lender pays under such Letter of Credit no later than the time specified in this Agreement. If the Borrowers do not pay any such Reimbursement Obligations when due, the Borrowers shall be deemed to have immediately requested that Lenders the Banks make a Prime Rate Loan under this Agreement in a principal amount equal to such unreimbursed Reimbursement Obligations. The Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.1 and 2.11, each Lender shall make available to the Agent its Loan in the manner prescribed for Prime Rate Loans. The proceeds of such Loans shall be paid over by the Agent to the Issuing Lender for the account of Borrowers in satisfaction of such unreimbursed Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Prime Rate Loan. (iii) If the Issuing Lender makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefore by Borrowers and if for any reason a Prime Rate Loan may not be made pursuant to Section 2.13(D)(ii2.13(C)(ii), then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Agent for the account of the Issuing Lender, in immediately available funds, the purchase price for such Lender’s 's interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender’s 's pro-rata share of such payment. Each Lender shall, upon demand by the Issuing Lender, pay the Issuing Lender interest on such Lender’s 's pro-rata share of such draw from the date of payment by the Issuing Lender on account of such Letter of Credit until the date of delivery of such funds to the Issuing Lender by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the federal funds rate for such period; provided provided, that such payments shall be made by such Lender only in the event and to the extent that the Issuing Lender is not reimbursed in full by Borrowers for interest on the amount of any draw on the Letters of Credit. (iv) At any time after the Issuing Lender has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s 's pro-rata share of such payment, the Issuing Lender shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Borrowers for such payment, or of any other amount from Borrowers or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the Borrowers or any Ancillary Agreements executed pursuant hereto but excluding any transfer of funds from any other Lender pursuant to Section 2.13(D)(ii2.13(C)(ii)), transfer to such other Lender such other Lender’s 's ratable share of such reimbursement or other amount; provided provided, that interest shall accrue for the benefit of such Lender from the time the Issuing Lender has made a payment on account of any Letter of Credit; provided further thatprovided, further, that in the event that the receipt by the Issuing Lender of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuing Lender any portion thereof previously transferred by the Issuing Lender to such Lender, but without interest to the extent that interest is not payable by the Issuing Lender in connection therewith.