Common use of Draw Procedures Clause in Contracts

Draw Procedures. Issuing Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Payment.

Draw Procedures. Issuing LC Fronting Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant Lenders to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing LC Fronting Bank its their respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing LC Fronting Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing LC Fronting Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing LC Fronting Bank shall not request such the Lenders to make any payment in connection with any portion of a Drawing for which Issuing LC Fronting Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing LC Fronting Bank, such each Lender shall pay to Issuing LC Fronting Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Each Lender’s obligation to make each such payment to Issuing LC Fronting Bank shall be absolute, unconditional and irrevocable, irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Administrative Agent or LC Fronting Bank, Issuing Bank Administrative Agent or LC Fronting Bank, as applicable, shall pay to such each Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain shall, in the case of Administrative Agent, pay to LC Fronting Bank and, in the case of LC Fronting Bank, retain, the balance of such Reimbursement Payment.

Draw Procedures. Issuing Bank In the event that Tenant is in default of its obligations under either the 1995 Lease or the 2001 Lease, which default continues beyond applicable notice and cure periods, if any, then Landlord shall require each Lender in respect of have the LC Loansright, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received such event, without giving any further notice to Tenant, to draw down from said Letter of Credit (Substitute Letter of Credit or request for Additional Letter of Credit, as defined below, as the case may be) (a) the amount necessary to cure such Drawingdefault or (b) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and specifying remedies Landlord may have on account of such default, the amount which, in Landlord's opinion, is necessary to satisfy Tenant's liability in account thereof. In the event of any such draw by the Landlord, Tenant shall, within fifteen (15) days of written demand therefor, deliver to Landlord an additional Letter of Credit satisfying the foregoing conditions ("Additional Letter of Credit"), except that the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion Additional Letter of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank Credit shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share such draw. In addition, in such LC Loanthe event of a termination based upon the default of Tenant under the Lease, Issuing Bank shall be entitled or a rejection of either the 1995 Lease or the 2001 Lease pursuant to recover such amount on demand from such Lender together with interest thereon at the provisions of the Federal Funds Effective Rate plus 3.00% (without any Bankruptcy Code, Landlord shall have the right to indemnification by draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from Tenant to Landlord under such Lender from Borrower in respect of such interest)Lease. If Any amounts so drawn shall, at Landlord's election, be applied first to any Reimbursement Payment is made by Borrower unpaid rent and other charges which were due prior to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share the filing of the Drawing such Lender’s Proportionate Share petition for protection under the Federal Bankruptcy Code. In no event shall said security deposit be deemed to be a prepayment of the Reimbursement Payment and then retain the balance rent nor shall it be considered a measure of such Reimbursement Paymentliquidated damages.

Draw Procedures. Issuing Bank shall require each Lender in respect Subject to compliance by Borrower with all of the LC Loansterms, provisions and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 conditions of this Agreement, all advances of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to Note Funding shall be made as provided by Issuing Bank under the following procedures: (a) Lender may make any Letter or all advances to Borrower or, at Lender's sole option, jointly to Borrower and any one or more of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) the General Contractors or subcontractors thereof. By making one or more advances directly to Borrower, Lender does not waive the right at any time after Issuing Bank has received notice or from time to time to make future advances jointly to Borrower and any one or more of the General Contractors or request for such Drawingsubcontractors thereof. Notwithstanding the other provisions of this Agreement, upon the occurrence of an Event of Default, Lender may, at its sole option and without liability to Borrower, make all advances or any advance directly to any General Contractor or subcontractor thereof or to any combination of them, and specifying shall pay all loan fees, taxes, appraisals, inspection fees, recording charges, legal fees and any other outstanding amounts due, relating to the amount of St. Xxxxxxx Repair Loan and to the Repairs. Any such Drawing, such Lender’s Proportionate Share thereof, and advance or payment shall be deemed to have been made to Borrower or for its account; (b) Borrower shall submit each Draw Request to Lender not less than three (3) days before the date on which Borrower desires such Drawing is advance, and Lender shall have three (3) days within which to fund each such Draw Request. Lender shall not make advances more than once each calendar month; (c) Lender shall make no advances for (i) materials which are not physically incorporated into the Real Property, unless suitably stored on-site as approved by Lender; or (ii) improvements to the Real Property other than as provided by Section 1(a); (e) Lender shall limit the total amount of the Note Funding advanced at any time to an amount which, when deducted from $3,500,000.00, leaves a balance to be made or was made advanced which is equal to the cost of completion of the work described in Section 1(a) and Administrative Agent shown on any construction plans for the Repairs, all as determined by Lender and the Consulting Engineer from time to time; and (f) Lender shall promptly notify each make no advances of the Note Funding after September 1, 1997. Lender thereof; provided, however, that Issuing Bank shall not request such Lenders be obligated to make any payment in connection with readvance any portion of a Drawing the Note Funding after the Borrower has repaid such portion to Lender, or to advance any portion of the Note Funding for which Issuing Bank has received a Reimbursement Payment from Borrowerall conditions to disbursement, as set forth in this Agreement, have not been satisfied on or before September 1, 1997. Upon receipt Commencement of Work. The following are conditions precedent to the commencement of the Repairs: (a) No Event of Default shall have occurred and be continuing; (b) Receipt by Lender of evidence satisfactory to Lender of the approval, if so required, by all governmental authorities having jurisdiction over the Real Property, of any construction plans, as applicable, with respect to such request Repairs; (c) Receipt by Lender of copies of all required permits by all governmental authorities having jurisdiction over the Real Property, for payment from Issuing Bankthe work shown on any construction plans, as applicable, with respect to such Repairs; (d) The Consulting Engineer shall have in its possession a set of any Construction Plans for the Repairs, as applicable, satisfactory to the Consulting Engineer, the sheets of which are initialed or signed on behalf of all applicable General Contractors, Borrower and Lender, or otherwise approved in writing by such parties; and (e) Receipt by Lender of all of such items with respect to all of the Repairs previously commenced on the Real Property. Liability of Lender. (a) Lender shall pay in no event be responsible or liable to Issuing Bank such Lender’s Proportionate Share any person other than Borrower for any advance of or failure to advance the proceeds of the unreimbursed portion of such DrawingNote Funding or the Note B Funding or any part thereof. No General Contractor, together with interest thereon at a per annum rate equal to subcontractor, supplier or other person shall have any right or claim against Lender under this Agreement or the Federal Funds Effective Rate from the date of such Drawing to the date on which such administration thereof. (b) Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected liable hereunder for any act or omission by it, in the absence of gross negligence or fraud. Lender shall incur no liability to Borrower by acting upon any circumstance whatsoever, including the occurrence certificate or continuance of any Inchoate Default or Event of Default, or the failure of any other paper believed by Lender to make any payment hereunderbe genuine and purporting to be signed by the proper party or with respect to anything which Lender may do or refrain from doing unless it amounts to gross negligence or fraud. Lender may consult with counsel selected by Lender, and any action taken or suffered in good faith by Lender in accordance with the opinion of such Lender further agrees that each such payment counsel shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails full justification and protection to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Payment.

Draw Procedures. Issuing LC Fronting Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant Lenders to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing LC Fronting Bank its their respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing LC Fronting Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing LC Fronting Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereofmade; provided, however, that Issuing LC Fronting Bank shall not request such the Lenders to make any payment in connection with any portion of a Drawing for which Issuing LC Fronting Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing LC Fronting Bank, such each Lender shall pay to Issuing LC Fronting Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Each Lender’s obligation to make each such payment to Issuing LC Fronting Bank shall be absolute, unconditional and irrevocable, irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Administrative Agent or LC Fronting Bank, Issuing Bank Administrative Agent or LC Fronting Bank, as applicable, shall pay to such each Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain shall, in the case of Administrative Agent, pay to LC Fronting Bank and, in the case of LC Fronting Bank, retain, the balance of such Reimbursement Payment.