Common use of Reimbursement Agreement Clause in Contracts

Reimbursement Agreement. (a) The Company hereby assumes, and hereby covenants and agrees to satisfy and discharge in full when due, all payment obligations of the Account Party under the Reimbursement Agreement and the Letter of Credit, whether now existing or hereafter arising. As soon as practicable after receipt of any demand by the Issuing Bank for payment under the Reimbursement Agreement, or after receipt of notice of any drawing or demand for payment under the Letter of Credit, the Account Party shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Company (a "Payment Notice"), setting forth the amount of the payment due under the Reimbursement Agreement in respect of such event (the "Payment Amount"), the date and time such payment is due, and the applicable provisions of the Reimbursement Agreement under which such payment obligation arises. Any failure or delay by the Account Party in giving any Payment Notice hereunder shall not excuse the Company from any obligation of the Company to the Account Party hereunder, except to the extent that such failure or delay actually prejudices the Company. (b) Promptly upon receipt of any Payment Notice hereunder, the Company shall confirm to the Account Party the Company's intention to pay the Payment Amount in accordance with the Reimbursement Agreement. If the Company fails to give such confirmation by (i) 5:00 p.m., New York time, on the same day that it receives any Payment Notice, if such Payment Notice is received by 11:00 a.m., New York time, on a business day, or (ii) 5:00 p.m., New York time, on the next business day, if such Payment Notice is received after 11:00 a.m., New York time, or on a day that is not a business day, or if, having given such confirmation, the Company fails to make such payment by the later of (x) the date such payment was due under the Reimbursement Agreement and (y) the second business day after the date of such confirmation, then the Account Party shall have the right (but not the obligation) to pay the Payment Amount (or any portion thereof) in accordance with the Reimbursement Agreement, and, in such event, the Company shall reimburse the Account Party for any amounts so paid, plus interest thereon at an annual rate equal to the rate per annum from time to time announced in New York City by The Bank of New York as its prime lending rate, plus 2%. The Account Party shall not otherwise make any payment under the Reimbursement Agreement without the consent of the Company, which shall not unreasonably be withheld or delayed. (c) The Account Party shall not consent to any modification or amendment of the Reimbursement Agreement without the prior written consent of the Company, which shall not unreasonably be withheld or delayed.

Reimbursement Agreement. (a) The Company hereby assumes, and hereby covenants and agrees to satisfy and discharge in full when due, all payment obligations of the Account Party under the Reimbursement Agreement and the Letter of Credit, whether now existing or hereafter arising. As soon as practicable after receipt of any demand by the Issuing Bank for payment under the Reimbursement Agreement, or after receipt of notice of any drawing or demand for payment under the Letter of Credit, the Account Party shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Company (a "Payment Notice"), setting forth the amount of the payment due under the Reimbursement Agreement in respect of such event (the "Payment Amount"), the date and time such payment is due, and the applicable provisions section of the Reimbursement Agreement under which such payment obligation arises. Any failure or delay by the Account Party in giving any Payment Notice hereunder shall not excuse the Company from any obligation of the Company to the Account Party hereunder, except to the extent that such failure or delay actually prejudices the Company. (b) Promptly upon receipt of any Payment Notice hereunder, the Company shall confirm to the Account Party the Company's intention to pay the Payment Amount in accordance with the Reimbursement Agreement. If the Company fails to give such confirmation by (i) 5:00 p.m., New York time, on the same day that it receives any Payment Notice, if such Payment Notice is received by 11:00 a.m., New York time, on a business day, or (ii) 5:00 p.m., New York time, on the next business day, if such Payment Notice is received after 11:00 a.m., New York time, or on a day that is not a business day, or if, having given such confirmation, the Company fails to make such payment by the later of (x) the date such payment was due under the Reimbursement Agreement and (y) the second business day after the date of such confirmation, then the Account Party shall have the right (but not the obligation) to pay the Payment Amount (or any portion thereof) in accordance with the Reimbursement Agreement, and, in such event, the Company shall reimburse the Account Party for any amounts so paid, plus interest thereon at an annual rate equal to the rate per annum from time to time announced in New York City by The Bank of New York as its prime lending rate, plus 2%. The Account Party shall not otherwise make any payment under the Reimbursement Agreement without the consent of the Company, which shall not unreasonably be withheld or delayed. (c) The Account Party shall not consent to any modification or amendment of the Reimbursement Agreement without the prior written consent of the Company, which shall not unreasonably be withheld or delayed.

Reimbursement Agreement. (a) The Company hereby assumes, and ------------------------ hereby covenants convenants and agrees to satisfy and discharge in full when due, all payment obligations of the Account Party under the Reimbursement Agreement and the Letter of Credit, whether now existing or hereafter arising. As soon as practicable after receipt of any demand by the Issuing Bank for payment under the Reimbursement Agreement, or after receipt of notice of any drawing or demand for payment under the Letter of Credit, the Account Party shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Company (a "Payment Notice"), setting forth the amount of the payment due under -------------- the Reimbursement Agreement in respect of such event (the "Payment Amount"), the -------------- date and time such payment is due, and the applicable provisions of the Reimbursement Agreement under which such payment obligation arises. Any failure or delay by the Account Party in giving any Payment Notice hereunder shall not excuse the Company from any obligation of the Company to the Account Party hereunder, except to the extent that such failure or delay actually prejudices the Company. (b) Promptly upon receipt of any Payment Notice hereunder, the Company shall confirm to the Account Party the Company's intention to pay the Payment Amount in accordance with the Reimbursement Agreement. If the Company fails to give such confirmation by (i) 5:00 p.m., New York time, on the same day that it receives any Payment Notice, if such Payment Notice is received by 11:00 a.m., New York time, on a business day, or (ii) 5:00 p.m., New York time, on the next business day, if such Payment Notice is received after 11:00 a.m., New York time, or on a day that is not a business day, or if, having given such confirmation, the Company fails to make such payment by the later of (x) the date such payment was due under the Reimbursement Agreement and (y) the second business day after the date of such confirmation, then the Account Party shall have the right (but not the obligation) to pay the Payment Amount Amount, (or any portion thereof) in accordance with the Reimbursement Agreement, and, in such event, the Company shall reimburse the Account Party for any amounts so paid, plus interest thereon at an annual rate equal to the rate per annum from time to time announced in New York City by The Bank of New York as its prime lending rate, plus 2%. The Account Party shall not otherwise make any payment under the Reimbursement Agreement without the consent of the Company, which shall not unreasonably be withheld or delayed. (c) The Account Party shall not consent to any modification or amendment of the Reimbursement Agreement without the prior written consent of the Company, which shall not unreasonably be withheld or delayed.