Assurance of Payment 6.1 Upon request by Verizon, Emergency shall, at any time and from time to time, provide to Verizon adequate assurance of payment of amounts due (or to become due) to Verizon hereunder. 6.2 Assurance of payment of charges may be requested by Verizon if Emergency or its Affiliates (a) prior to the Effective Date, has failed to timely pay a xxxx rendered to Emergency by Verizon or its Affiliates, (b) on or after the Effective Date, fails to timely pay a xxxx rendered to Emergency by Verizon or its Affiliates, (c) in Verizon’s reasonable judgment, at the Effective Date or at any time thereafter, is unable to demonstrate that it is creditworthy, or (d) admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had a case commenced against it) under the U.S. Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts or the like, has made an assignment for the benefit of creditors or is subject to a receivership or similar proceeding. 6.3 Unless otherwise agreed by the Parties, the assurance of payment shall consist of an unconditional, irrevocable standby letter of credit naming Verizon as the beneficiary thereof and otherwise in form and substance satisfactory to Verizon from a financial institution acceptable to Verizon. The letter of credit shall be in an amount equal to two (2) months anticipated charges (including, but not limited to, both recurring and non-recurring charges), as reasonably determined by Verizon, for the Services to be provided by Verizon to Emergency in connection with this Agreement. If Emergency or its Affiliates meets the condition in subsection 6.2(d) above or has failed to timely pay two or more bills rendered by Verizon or a Verizon Affiliate in any twelve (12)-month period, Verizon may, at its option, demand (and Emergency shall provide) additional assurance of payment, including monthly advanced payments of estimated charges as reasonably determined by Verizon, with appropriate true-up against actual billed charges no more frequently than once per Calendar Quarter. 6.4 Verizon may (but is not obligated to) draw on the letter of credit upon notice to Emergency in respect of any amounts to be paid by Emergency hereunder that are not paid within thirty (30) days of the date that payment of such amounts is required by this Agreement. 6.5 If Verizon draws on the letter of credit, upon request by Verizon, Emergency shall provide a replacement or supplemental letter of credit conforming to the requirements of Section 6.3. 6.6 Notwithstanding anything else set forth in this Agreement, if Verizon makes a request for assurance of payment in accordance with the terms of this Section, then Verizon shall have no obligation thereafter to perform under this Agreement until such time as Emergency has provided Verizon with such assurance of payment. 6.7 The fact that a letter of credit is requested by Verizon hereunder shall in no way relieve Emergency from compliance with the requirements of this Agreement (including, but not limited to, any applicable Tariffs) as to advance payments and payment for Services, nor constitute a waiver or modification of the terms herein pertaining to the discontinuance of Services for nonpayment of any amounts payment of which is required by this Agreement.
Evidence of Payments As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.