Common use of Reimbursement Payments Clause in Contracts

Reimbursement Payments. (i) To induce the Lender to issue and maintain Letters of Credit, Borrower agrees to pay or reimburse Lender (i) within one (1) Business Day after Borrower receives notice from Lender that any draft or draw request has been properly presented under any Letter of Credit, or, if the draft of draw request is for payment at a future date, within one (1) Business Day before the payment date specified in the draw request, the amount paid or to be paid by the Lender and (ii) promptly, upon demand, the amount of any additional fees Lender customarily charges for confirming, negotiating or amending letter of credit agreements, for honoring drafts and draw requests, and taking similar action in connection with letters of credit. If Borrower does not timely pay or reimburse Lender for any drafts or draw requests paid or to be paid, Lender shall fund the Borrower’s reimbursement obligations under the Revolving Credit Facility and the proceeds of the Revolving Credit Loan shall be retained by Lender to pay Borrower’s unpaid reimbursement obligations. If a sufficient Revolving Credit Loan is available under the Revolving Credit Facility, failure of the Borrower to timely reimburse the Lender for any drafts or draw requests paid or to be paid shall not in and of itself constitute an Event of Default. If a Revolving Credit Loan is not available under the Revolving Credit Facility to fund the reimbursement obligations, then Borrower’s failure to timely reimburse the Lender for any drafts or draw requests paid or to be paid shall constitute an Event of Default and the reimbursement obligation shall constitute a demand obligation for which demand has been made. Borrower’s reimbursement obligations shall accrue interest at the Default Rate applicable to Revolving Credit Loans that are Prime Rate Loans, from the date the Lender pays the applicable draft or draw request through the date the Lender is paid or reimbursed by Borrower, whether by a Revolving Credit Loan or otherwise. Borrower’s obligations under this Section 2.5(d)(i) are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that Borrower may have at any time against the Lender or any other Person. (ii) Lender shall promptly notify Borrower of the date and amount of any draft or draw request presented for honor under any Letter of Credit (but failure to give notice will not affect Borrower’s obligations under this Agreement). Lender shall pay the requested amount upon presentment of a draft or draw request unless presentment on its face does not comply with the terms of the applicable Letter of Credit. When making payment, the Lender may disregard (i) any default or potential default that exists under any other agreement and (ii) obligations under any other agreement that have or have not been performed by the beneficiary or any other Person (and Lender is not liable for any of those obligations). Borrower’s reimbursement obligations to Lender under this Section 2.5(d) are absolute and unconditional irrespective of, and Lender is not responsible for, (A) the validity, enforceability, sufficiency, accuracy, or genuineness of documents or endorsements (even if they are in any respect invalid, unenforceable, insufficient, inaccurate, fraudulent, or forged), (B) any dispute by any Person with or any Person’s claims, setoffs, defenses, counterclaims, or other rights against Lender or any other Person, or (iii) the occurrence of any potential Default or Default. (iii) Upon any demand by Lender during the continuance of any Event of Default, Borrower shall provide to Lender cash collateral in an amount equal to one hundred five percent (105%) of the then-existing Letter of Credit Obligations. Any cash collateral provided by Borrower to Lender in accordance with this Section 2.5(d) shall be deposited by Lender in a controlled cash collateral account pledged to the Lender and, (i) upon a draw under such Letters of Credit, Lender may fund Reimbursement Obligations from the cash collateral account, and (ii) upon the surrender of any Letter of Credit, Lender shall deliver the appropriate funds on deposit in such collateral account to Borrower.

Reimbursement Payments. (i) To induce the Lender to issue and maintain Letters of Credit, Borrower The Company hereby agrees to pay or reimburse Lender (i) within one (1) to ---------------------- Mellon a sum equal to each amount drawn under the Letter of Credit on the same Business Day after Borrower receives notice from Lender that any draft or draw request has been properly presented under any Letter of Credit, or, if such drawing is honored. The Company hereby irrevocably authorizes and directs the draft of draw request is for payment at a future date, within one (1) Business Day before the payment date specified in the draw request, the amount paid or Banks to be paid by the Lender and (ii) promptly, upon demand, the amount of any additional fees Lender customarily charges for confirming, negotiating or amending letter of credit agreements, for honoring drafts and draw requests, and taking similar action in connection with letters of credit. If Borrower does not timely pay or reimburse Lender for any drafts or draw requests paid or to be paid, Lender shall fund the Borrower’s reimbursement obligations of the Company under this SECTION 2.2(a) by making ------------- Revolving Loans under the Revolving Credit Facility Loan Agreement and paying the proceeds of such Revolving Loans to Mellon. If, for any reason any of the Banks do not fund their pro-rata shares of such Revolving Credit Loan shall be retained by Lender Loans, the Company will make such reimbursement payments to Mellon from its own funds as follows: (1) If the draw is an Interest Draft unrelated to a Tender Draft, the Company will reimburse Mellon on the Business Day after the Banks fail to honor their agreement to fund Revolving Loans to pay Borrower’s unpaid that reimbursement obligations. If a sufficient Revolving Credit Loan is available under the Revolving Credit Facility, failure of the Borrower to timely reimburse the Lender for any drafts or draw requests paid or to be paid shall not in and of itself constitute an Event of Default. If a Revolving Credit Loan is not available under the Revolving Credit Facility to fund the reimbursement obligations, then Borrower’s failure to timely reimburse the Lender for any drafts or draw requests paid or to be paid shall constitute an Event of Default and the reimbursement obligation shall constitute a demand obligation for which demand has been made. Borrower’s reimbursement obligations shall accrue interest at the Default Rate applicable to Revolving Credit Loans that are Prime Rate Loans, from the date the Lender pays the applicable draft or draw request through the date the Lender is paid or reimbursed by Borrower, whether by a Revolving Credit Loan or otherwise. Borrower’s obligations under this Section 2.5(d)(i) are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that Borrower may have at any time against the Lender or any other Personobligation. (ii2) Lender shall promptly notify Borrower of If the date and amount of any draft or draw request presented for honor under any Letter of Credit (but failure is an Interest Draft related to give notice will not affect Borrower’s obligations under this Agreement). Lender shall pay the requested amount upon presentment of a draft or draw request unless presentment on its face does not comply with the terms of the applicable Letter of Credit. When making paymentTender Draft, the Lender may disregard Company will reimburse Mellon for the Interest Draft on or before the first to occur of (i) any default or potential default that exists under any other agreement and the first Interest Payment Date following the date on which such drawing is honored, (ii) obligations under any other agreement that have or have not been performed the date on which the Bonds purchased with the proceeds of such Interest Draft and the related Tender Draft are remarketed by the beneficiary or any other Person (and Lender is not liable for any of those obligations). Borrower’s reimbursement obligations to Lender under this Section 2.5(d) are absolute and unconditional irrespective of, and Lender is not responsible for, (A) the validity, enforceability, sufficiency, accuracy, or genuineness of documents or endorsements (even if they are in any respect invalid, unenforceable, insufficient, inaccurate, fraudulent, or forged), (B) any dispute by any Person with or any Person’s claims, setoffs, defenses, counterclaims, or other rights against Lender or any other PersonRemarketing Agent, or (iii) the occurrence date on which the Bonds purchased with the proceeds of any potential Default such Tender Draft are redeemed or Defaultotherwise paid in full. (iii3) Upon any demand by Lender during If the continuance draw is a Tender Draft, the Company will reimburse Mellon for such Tender Draft, on or before the first to occur of any Event of Default, Borrower shall provide to Lender cash collateral in an amount equal to one hundred five percent (105%) of the then-existing Letter of Credit Obligations. Any cash collateral provided by Borrower to Lender in accordance with this Section 2.5(d) shall be deposited by Lender in a controlled cash collateral account pledged to the Lender and, (i) upon a draw under the date on which the Bonds purchased with the proceeds of such Letters of CreditTender Draft are remarketed by the Remarketing Agent, Lender may fund Reimbursement Obligations from the cash collateral account, and or (ii) upon the surrender date on which Bonds purchased with the proceeds of any Letter of Creditsuch Tender Draft are redeemed or otherwise paid in full. (4) If the draw is a Redemption Draft, Lender shall deliver the appropriate funds Company will reimburse Mellon on deposit in such collateral account the Business Day after the Banks fail to Borrowerhonor their agreement to fund Revolving Loans to pay that reimbursement obligation.