Common use of Reimbursement and Participations Clause in Contracts

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Issuing Bank immediately on demand at its Applicable Lending Office all amounts required to pay all drafts drawn under any Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.4) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Borrower’s obligations to pay an Issuing Bank under this Section 3.2, and such Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv), such amounts shall be paid pursuant to Advances under the Revolving Credit Facility. The Borrower agrees that an Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Issuing Bank immediately on demand at its Applicable Lending Office all amounts required to pay all drafts drawn under any Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.42.4 and Swing Line Loans if permitted by Section 2.17) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Borrower’s obligations to pay an Issuing Bank under this Section 3.2, and such Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv)) and Section 2.17, such amounts shall be paid pursuant to Advances under the Revolving Credit FacilityFacility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees that an Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Issuing Bank immediately on demand at its Applicable Lending Office all amounts required to pay all drafts drawn under any Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.42.4 and Swing Line Loans if permitted by Section 2.17) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Borrower’s obligations to pay an Issuing Bank under this Section 3.2, and such Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv)) and Section 2.17, such amounts shall be paid pursuant to Advances under the Revolving Credit FacilityFacility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees that an Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default RateRate applicable to Base Rate Loans under the Extended Revolving Credit Facility.

Reimbursement and Participations. (a) Reimbursement by Borrower. Each Matured LC Obligation shall ------------------------- constitute a Loan by Issuing Bank to Borrower. The Borrower hereby unconditionally agrees to pay to reimburse the applicable Issuing Bank, forthwith, for each payment or disbursement made by the Issuing Bank immediately on demand at to settle its Applicable Lending Office all amounts required to pay all drafts drawn obligations under any Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.4) sufficient funds to pay all debts and liabilities arising draft drawn under any Letter of Credit. The Borrower’s obligations to pay an , with interest on the amount so paid or disbursed by the Issuing Bank under this Section 3.2from and including the date of payment or disbursement to, and but not including, the date the Issuing Bank is reimbursed therefor or the Lenders are deemed to have made a Loan in respect thereof pursuant to the following proviso, as the case may be, at the rate set forth for Base Rate Loans; provided, however, that (i) if any such Issuing Bank’s right to receive the same, shall be absolute and unconditional and payment or disbursement shall not be affected by any circumstance whatsoever. Each reimbursed to the Issuing Bank agrees after any grace period for the payment thereof as provided in Section 8.1 herein and if the Final Maturity Date shall not have occurred or (ii) if any Matured LC Obligation shall be outstanding on the Conversion Date, then the Matured LC Obligation in respect thereof shall automatically, without notice from or to give the Borrower prompt notice and without any further authorization from the Borrower (and whether or not the amount thereof satisfies the conditions of Section 2.1 and whether or not the conditions of Article IV are satisfied), be deemed to be a Loan, made by each of the Lenders to the Borrower in their respective Percentage Shares of the Issuing Bank's payments or disbursements bearing interest determined pursuant to Section 2.6 and the related Matured LC Obligation shall be deemed paid simultaneously with such funding of the deemed Loan; provided further, however, that if any request for a draw under a Letter of Credit, but failure to provide such notice payment or disbursement shall not affect be reimbursed to the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such Issuing Bank and a Loan shall not be deemed to have been made notwithstanding the Borrower; provided that to preceding proviso for any reason, then the extent permitted by Section 2.4(c)(iv), such amounts Matured LC Obligation in respect thereof shall be paid pursuant to Advances under the Revolving Credit Facility. The Borrower agrees that an Issuing Bank maydue and payable, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder accruing thereon at the Default Late Payment Rate.

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Issuing Bank immediately on demand at its Applicable Lending the Principal Office all amounts required to pay all drafts drawn or purporting to be drawn under any the Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an the Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section SECTION 2.1 and Swing Line Loans if permitted by SECTION 2.4) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Borrower’s obligations to pay an Issuing Bank under this Section 3.2, and such Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each The Issuing Bank may charge any account the Borrower may have with it for any and all amounts such the Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such the Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv)SECTION 2.1(c)(iii) and SECTION 2.4, such amounts shall be paid pursuant to Advances under the Revolving Credit FacilityFacility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees to pay the Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate. (b) In accordance with the provisions of SECTION 2.1(c), the Issuing Bank shall notify the Agent of any drawing under any Letter of Credit promptly following the receipt by the Issuing Bank of such drawing. (c) Each Lender (other than the Issuing Bank) shall automatically acquire on the date of issuance thereof, a Participation in the liability of the Issuing Bank in respect of each Letter of Credit in an amount equal to such Lender's Applicable Commitment Percentage of such liability, and to the extent that the Borrower is obligated to pay the Issuing Bank under SECTION 3.2(a), each Lender (other than the Issuing Bank) thereby S-41 <PAGE> 49 shall absolutely, unconditionally and irrevocably assume, and shall be unconditionally obligated to pay to the Issuing Bank, its Applicable Commitment Percentage of the liability of the Issuing Bank under such Letter of Credit in the manner and with the effect provided in SECTION 2.1(c)(iii). (d) Simultaneously with the making of each payment by a Lender to the Issuing Bank pursuant to SECTION 2.1(c)(iii)(b), such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the date the Lender made its payment) in the related Reimbursement Obligation of the Borrower. Each Lender's obligation to make payment to the Agent for the account of the Issuing Bank pursuant to SECTION 2.1(c)(iii) and SECTION 3.2(c), and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be made without any offset, abatement, withholding or reduction whatsoever. In the event the Lenders have purchased Participations in any Reimbursement Obligation as set forth above, then at any time payment (in fully collected, immediately available funds) of such Reimbursement Obligation, in whole or in part, is received by the Issuing Bank from the Borrower, the Issuing Bank shall promptly pay to each Lender an amount equal to its Applicable Commitment Percentage of such payment from the Borrower. (e) Promptly upon any issuance of a Letter of Credit or any amendment to any Letter of Credit, the Issuing Bank shall deliver to the Agent a copy of such Letter of Credit or amendment. Promptly following the end of each fiscal quarter of the Borrower, the Issuing Bank shall deliver to the Agent a notice describing the aggregate undrawn amount of all Letters of Credit at the end of such quarter. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to the Agent, and the Agent shall deliver to such Lender, any other information reasonably requested by such Lender with respect to each Letter of Credit outstanding. (f) The issuance by the Issuing Bank of each Letter of Credit shall, in addition to the conditions precedent set forth in ARTICLE VII, be subject to the conditions that such Letter of Credit be in such form and contain such terms as shall be reasonably satisfactory to the Issuing Bank consistent with the then current practices and procedures of the Issuing Bank with respect to similar letters of credit, and the Borrower shall have executed and delivered such other instruments and agreements relating to such Letters of Credit as the Issuing Bank shall have reasonably requested consistent with such practices and procedures. All Letters of Credit shall be issued pursuant to and subject to the Uniform Customs and Practice for Documentary Credits, 1993 revision, International Chamber of Commerce Publication No. 500 or, if the Issuing Bank shall elect by express reference in an affected Letter of Credit, the International Chamber of Commerce International Standby Practices commonly referred to as "ISP98", or any subsequent amendment or revision of either thereof. (g) The Borrower agrees that the Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other S-42 <PAGE> 50 documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The (h) Without limiting the generality of the provisions of SECTION 13.9, the Borrower hereby agrees to indemnify and hold harmless the Issuing Bank, each other Lender and the Agent from and against any and all claims and damages, losses, liabilities, reasonable costs and expenses which the Issuing Bank, such other Lender or the Agent may incur (or which may be claimed against the Issuing Bank, such other Lender or the Agent) by any Person by reason of or in connection with the issuance or transfer of or payment or failure to pay an under any Letter of Credit; provided that the Borrower shall not be required to indemnify the Issuing Bank, any other Lender or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (i) caused by the willful misconduct or gross negligence of the party to be indemnified or (ii) caused by the failure of the Issuing Bank interest on to pay under any Reimbursement Letter of Credit after the presentation to it of a request for payment strictly complying with the terms and conditions of such Letter of Credit, unless such payment is prohibited by any law, regulation, court order or decree. The indemnification and hold harmless provisions of this SECTION 3.2(h) shall survive repayment of the Obligations, occurrence of the Revolving Credit Termination Date, the Facility Termination Date and expiration or termination of this Agreement. (i) Without limiting Borrower's rights as set forth in SECTION 3.2(h), the obligation of the Borrower to immediately reimburse the Issuing Bank for drawings made under Letters of Credit and the Issuing Bank's right to receive such payment shall be absolute, unconditional and irrevocable, and such obligations of the Borrower shall be performed strictly in accordance with the terms of this Agreement and such Letters of Credit and the related Application and Agreement for any Letter of Credit, under all circumstances whatsoever, including the following circumstances: (i) any lack of validity or enforceability of the Letter of Credit, the obligation supported by the Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Related LC Documents"); (ii) any amendment or waiver of or any consent to or departure from all or any of the Related LC Documents; (iii) the existence of any claim, setoff, defense (other than the defense of payment in accordance with the terms of this Agreement) or other rights which the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Lenders or any other Person, whether in connection with the Loan Documents, the Related LC Documents or any unrelated transaction; S-43 <PAGE> 51 (iv) any breach of contract or other dispute between the Borrower and any beneficiary or any transferee of a Letter of Credit (or any persons or entities for whom such beneficiary or any such transferee may be acting), the Agent, the Lenders or any other Person; (v) any draft, statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (vi) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by the Agent, with or without notice to or approval by the Borrower in respect of any of Borrower's Obligations under this Agreement; or (vii) any other circumstance or happening whatsoever, whether or not paid when due hereunder at similar to any of the Default Rateforegoing; provided, however, that nothing contained herein shall be deemed to release the Issuing Bank or any other Lender of any liability for actual loss arising as a result of its gross negligence or willful misconduct; and provided further, however, that to the extent any conflict exists between this Agreement and any Application and Agreement for Letters of Credit or other document or agreement required by the Issuing Bank in connection with the issuance of Letters of Credit, the terms of this Agreement shall control. S-44 <PAGE> 52 ARTICLE IV Eurodollar Funding, Fees, and Payment Conventions ------------------------------------------------- 4.1.

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Applicable Issuing Bank immediately on demand at its the office of the Applicable Lending Office Issuing Bank, in the case of Letters of Credit issued in Dollars, and at the Funding Bank, in the case of Letters of Credit issued in an Offshore Currency, all amounts required to pay all drafts drawn or purporting to be drawn under any the Letters of Credit in accordance with (which shall include Advances under the Tranche B Revolving Credit Facility if permitted by Section 2.4(c)(iv2.2) and all reasonable expenses incurred by an the Applicable Issuing Bank in connection with the Letters of CreditCredit issued by it, and in any event and without demand to place in possession of the applicable Applicable Issuing Bank (which shall include Advances under the Tranche B Revolving Credit Facility if permitted by Section 2.42.2) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Borrower’s obligations to pay an Issuing Bank under this Section 3.2, and Credit issued by such Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each The Applicable Issuing Bank may charge any account the Borrower may have with it for any and all amounts such the Applicable Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such the Applicable Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv2.4(d), such amounts shall be paid first pursuant to Advances under the Tranche B Revolving Credit Facility. The Borrower agrees that an Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an the Applicable Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Issuing Bank immediately on demand at its Applicable Lending the Principal Office all amounts required to pay all drafts drawn or purporting to be drawn under any the Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an the Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.1 and Swing Line Loans if permitted by Section 2.4) sufficient funds to pay all debts and liabilities arising under any Letter of Credit; provided that to the extent permitted by Section 2.1, such amounts shall be paid pursuant to Advances under the Revolving Credit Facility. The Issuing Bank agrees to give the Borrower prompt written notice of any request for a draw under a Letter of Credit. The Borrower’s 's obligations to pay an the Issuing Bank under this Section 3.2, and such the Issuing Bank’s 's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give , including without limitation the Borrower prompt notice unavailability of any request for a draw Advance under a Letter of Creditthe Revolving Credit Facility. In the event an Advance is not available under the Revolving Credit Facility, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such the Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such the Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv), such amounts shall be paid pursuant to Advances under the Revolving Credit Facility. The Borrower agrees that an Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an the Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder on demand at the Default RateRate from the date such amount was due and payable to the date such amount is paid in full.

Reimbursement and Participations. (a) The Borrower hereby unconditionally agrees to pay to the applicable Issuing Bank immediately on demand at its Applicable Lending Office all amounts required to pay all drafts drawn under any Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.42.1 and Swing Line Loans if permitted by Section 2.14) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Borrower’s obligations to pay an Issuing Bank under this Section 3.2, and such Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. Each Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit, but failure to provide such notice shall not affect the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.4(c)(iv)2.1(c)(iv) and Section 2.14, such amounts shall be paid pursuant to Advances under the Revolving Credit FacilityFacility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees that an Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

Reimbursement and Participations. (a) Reimbursement by Borrower. Each Matured LC Obligation shall ------------------------- constitute a Loan by Issuing Bank to Borrower. The Borrower hereby unconditionally agrees to pay to reimburse the applicable Issuing Bank, forthwith, for each payment or disbursement made by the Issuing Bank immediately on demand at to settle its Applicable Lending Office all amounts required to pay all drafts drawn obligations under any Letters of Credit in accordance with Section 2.4(c)(iv) and all reasonable expenses incurred by an Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the applicable Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.4) sufficient funds to pay all debts and liabilities arising draft drawn under any Letter of Credit. The Borrower’s obligations to pay an , with interest on the amount so paid or disbursed by the Issuing Bank under this Section 3.2from and including the date of payment or disbursement to, and but not including, the date the Issuing Bank is reimbursed therefor or the Lenders are deemed to have made a Loan in respect thereof pursuant to the following proviso, as the case may be, at the rate set forth for Base Rate Loans; provided, however, that (i) if any such Issuing Bank’s right to receive the same, shall be absolute and unconditional and payment or disbursement shall not be affected by any circumstance whatsoever. Each reimbursed to the Issuing Bank agrees after any grace period for the payment thereof as provided in Section 8.1 herein and if the Final Maturity Date shall not have occurred or (ii) if any Matured LC Obligation shall be outstanding on the Final Maturity Date, then the Matured LC Obligation in respect thereof shall automatically, without notice from or to give the Borrower prompt notice and without any further authorization from the Borrower (and whether or not the amount thereof satisfies the conditions of Section 2.1 and whether or not the conditions of Article IV are satisfied), be deemed to be a Loan, made by each of the Lenders to the Borrower in their respective Percentage Shares of the Issuing Bank's payments or disbursements bearing interest determined pursuant to Section 2.6 and the related Matured LC Obligation shall be deemed paid simultaneously with such funding of the deemed Loan; provided further, however, that if any request for a draw under a Letter of Credit, but failure to provide such notice payment or disbursement shall not affect be reimbursed to the parties’ Obligations with respect thereto. Each Issuing Bank may charge any account the Borrower may have with it for any and all amounts such Issuing Bank pays under a Letter of Credit, plus reasonable charges and reasonable expenses as from time to time agreed to by such Issuing Bank and a Loan shall not be deemed to have been made notwithstanding the Borrower; provided that to preceding proviso for any reason, then the extent permitted by Section 2.4(c)(iv), such amounts Matured LC Obligation in respect thereof shall be paid pursuant to Advances under the Revolving Credit Facility. The Borrower agrees that an Issuing Bank maydue and payable, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay an Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder accruing thereon at the Default Late Payment Rate.