Common use of PAYMENT/REIMBURSEMENT Clause in Contracts

PAYMENT/REIMBURSEMENT. Upon the issuance of any Letter of Credit, the Agent shall notify each Lender of the principal amount, the number, and the expiration date thereof and the amount of such Lender's participation therein. By the issuance of a Letter of Credit hereunder and without further action on the part of the Agent, the Letter of Credit Issuer or the Lenders, each Lender hereby accepts from the Letter of Credit Issuer a participation (which participation shall be nonrecourse to the Letter of Credit Issuer) in such Letter of Credit equal to such Lender's pro rata (based on its Commitment) share of such Letter of Credit, effective upon the issuance of such Letter of Credit. Each Lender hereby absolutely and unconditionally assumes, as primary obligor and not as a surety, and agrees to pay and discharge, and to indemnify and hold the Letter of Credit Issuer harmless from liability in respect of, such Lender's pro rata share of the amount of any drawing under a Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations in each Letter of Credit issued by the Letter of Credit Issuer and its obligation to make the payments specified herein, and the right of the Letter of Credit Issuer to receive the same, in the manner specified herein, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Agent and/or the Letter of Credit Issuer shall review, on behalf of the Lenders, each draft and any accompanying documents presented under a Letter of Credit and shall notify each Lender of any such presentment. Promptly after the Agent and/or the Letter of Credit Issuer shall have ascertained that any draft and any accompanying documents presented under such Letter of Credit appear on their face to be in substantial conformity with the terms and conditions of the Letter of Credit, the Agent shall give telephonic or facsimile notice to the Lenders and the Borrowers of the receipt and amount of such draft and the date on which payment thereon will be made, and the Lenders shall, by 11:00 a.m., New York City time on the date such payment is to be made, pay the amounts required to the Agent on behalf of the Letter of Credit Issuer in New York, New York in immediately available funds, and the Letter of Credit Issuer, not later than 3:00 p.m. on such day, shall make the appropriate payment to the beneficiary of such Letter of Credit. If the Letter of Credit Issuer shall pay any draft presented under a Letter of Credit, then the Agent and/or the Letter of Credit Issuer, on behalf of the Lenders, shall charge the general deposit account of the Borrowers with the Agent and/or the Letter of Credit Issuer, as the case may be, for the amount thereof, together with the Agent's or the Letter of Credit Issuer's customary overdraft fee in the event the funds available in such account shall not be sufficient to reimburse the Lenders for such payment and the Borrowers shall not otherwise have discharged such reimbursement obligation by 12:00 noon, New York City time, on the date of such payment. If the Lenders have not been reimbursed with respect to such drawing as provided above, the Borrowers shall pay to the Agent, for the account of the Lenders, the amount of the drawing together with interest on such amount at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 days) equal to the Prime Rate plus 4%, payable on demand. The obligation of the Borrowers under this Section 2A.02 to reimburse the Lenders and the Letter of Credit Issuer for all drawings under Letters of Credit shall be absolute, unconditional and irrevocable and shall be satisfied strictly in accordance with their terms, irrespective of:

PAYMENT/REIMBURSEMENT. Upon the issuance of any Letter of Credit, the Agent The Issuing Bank shall notify each Lender of the principal amount, the number, and the expiration date thereof and the amount of such Lender's participation therein. By the issuance of a Letter of Credit hereunder and without further action on the part of the Agent, the Letter of Credit Issuer or the Lenders, each Lender hereby accepts from the Letter of Credit Issuer a participation (which participation shall be nonrecourse to the Letter of Credit Issuer) in such Letter of Credit equal to such Lender's pro rata (based on its Commitment) share of such Letter of Credit, effective upon the issuance of such Letter of Credit. Each Lender hereby absolutely and unconditionally assumes, as primary obligor and not as a surety, and agrees to pay and discharge, and to indemnify and hold the Letter of Credit Issuer harmless from liability in respect of, such Lender's pro rata share of the amount of any drawing under a Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations in each Letter of Credit issued by the Letter of Credit Issuer and its obligation to make the payments specified herein, and the right of the Letter of Credit Issuer to receive the same, in the manner specified herein, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Agent and/or the Letter of Credit Issuer shall review, on behalf of the Lenders, review each draft and any accompanying documents presented under a Letter of Credit and shall notify each Lender of any such presentment. Promptly after the Agent and/or the Letter of Credit Issuer it shall have ascertained that any draft and any accompanying documents presented under such a Letter of Credit appear on their face to be in substantial conformity with the terms and conditions of the such Letter of Credit, the Agent Issuing Bank shall give telephonic or facsimile telecopy notice to the Lenders and the Borrowers Borrower of the receipt and amount of such draft and the date on which payment thereon will be made, and the Lenders shall, by 11:00 a.m.12:00 noon, New York City time on the date such payment is to be made, pay the amounts required to the Agent on behalf of the Letter of Credit Issuer Issuing Bank in New York, New York in immediately available funds, and the Letter of Credit IssuerIssuing Bank, not later than 3:00 p.m. p.m., New York City time on such day, shall make the appropriate payment to the beneficiary of such Letter of Creditbeneficiary. If the Letter of Credit Issuer Lenders shall pay any draft presented under a Letter of Credit, then the Agent and/or the Letter of Credit IssuerIssuing Bank, on behalf of the Lenders, shall charge the general deposit account of the Borrowers Borrower with the Agent and/or the Letter of Credit Issuer, as the case may be, Issuing Bank for the amount thereof, together with the Agent's or the Letter of Credit IssuerIssuing Bank's customary overdraft fee in the event the funds available in such account shall not be sufficient to reimburse the Lenders for such payment and the Borrowers such Borrower shall not otherwise have discharged such reimbursement obligation by 12:00 noon10:00 a.m., New York City time, on the date of such payment. The amount of any drawing under a Letter of Credit for which the Lenders shall not have been reimbursed as provided in the preceding sentence shall be paid by the Borrower to the Issuing Bank, for the account of the Lenders, no later than 12:00 noon on the date of such drawing. If the Lenders have not been reimbursed with respect to such drawing as provided above, the Borrowers such Borrower shall pay to the AgentIssuing Bank, for the account of the Lenders, the amount of the drawing together with interest on such amount at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 days) equal to the Prime Rate interest rate at the time applicable to ABR Borrowings plus 42%, payable on demand. The obligation obligations of the Borrowers Borrower under this Section 2A.02 to reimburse the Lenders and the Letter of Credit Issuer for all drawings under Letters of Credit 3.03 shall be absolute, unconditional and irrevocable and shall be satisfied strictly in accordance with their terms, irrespective of:

PAYMENT/REIMBURSEMENT. Upon At the issuance of any Letter of Credit, the Agent shall notify each Lender of the principal amount, the number, and the expiration date thereof and time the amount of such Lender's participation therein. By the issuance of a Letter of Credit hereunder and without further action any liability on the part of the Agent, the Letter of Credit Issuer or the Lenders, each Lender hereby accepts from the Letter of Credit Issuer a participation Indemnifying Party under this ArticleEIX is determined (which participation in the case of payment to third persons shall be nonrecourse to the Letter earlier of Credit Issuer) in such Letter of Credit equal to such Lender's pro rata (based on its Commitment) share of such Letter of Credit, effective upon the issuance of such Letter of Credit. Each Lender hereby absolutely and unconditionally assumes, as primary obligor and not as a surety, and agrees to pay and discharge, and to indemnify and hold the Letter of Credit Issuer harmless from liability in respect of, such Lender's pro rata share of the amount of any drawing under a Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations in each Letter of Credit issued by the Letter of Credit Issuer and its obligation to make the payments specified herein, and the right of the Letter of Credit Issuer to receive the same, in the manner specified herein, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Agent and/or the Letter of Credit Issuer shall review, on behalf of the Lenders, each draft and any accompanying documents presented under a Letter of Credit and shall notify each Lender of any such presentment. Promptly after the Agent and/or the Letter of Credit Issuer shall have ascertained that any draft and any accompanying documents presented under such Letter of Credit appear on their face to be in substantial conformity with the terms and conditions of the Letter of Credit, the Agent shall give telephonic or facsimile notice to the Lenders and the Borrowers of the receipt and amount of such draft and the date on which payment thereon will be made, and the Lenders shall, by 11:00 a.m., New York City time on the date such payment is to be made, pay the amounts required to the Agent on behalf of the Letter of Credit Issuer in New York, New York in immediately available funds, and the Letter of Credit Issuer, not later than 3:00 p.m. on such day, shall make the appropriate payment to the beneficiary of such Letter of Credit. If the Letter of Credit Issuer shall pay any draft presented under a Letter of Credit, then the Agent and/or the Letter of Credit Issuer, on behalf of the Lenders, shall charge the general deposit account of the Borrowers with the Agent and/or the Letter of Credit Issuer, as the case may be, for the amount thereof, together with the Agent's or the Letter of Credit Issuer's customary overdraft fee in the event the funds available in such account shall not be sufficient to reimburse the Lenders for such payment and the Borrowers shall not otherwise have discharged such reimbursement obligation by 12:00 noon, New York City time, on the i)Ethe date of such payment. If payments or (ii)Ethe date that a court of competent jurisdiction shall enter a final judgment, order or decree (after exhaustion of appeal rights) establishing such liability) (such loss or amount being hereinafter referred to as the Lenders have not been reimbursed with respect to such drawing as provided above"Indemnity Claim"), the Borrowers Indemnifying Party shall forthwith, upon notice from the Indemnified Party, pay to the Agent, for the account of the Lenders, Indemnified Party the amount of the drawing Indemnity Claim. If such amount is not paid forthwith, then the Indemnified Party may, at its option, take legal action against the Indemnifying Party for reimbursement in the amount of its Indemnity Claim. For purposes hereof the Indemnity Claim shall include the amounts so paid, or determined to be owing, by the Indemnified Party together with costs and reasonable attorney's fees associated with collecting such Indemnity Claim and interest on the foregoing items at the Prime Rate (as defined in the next paragraph) from the date the Indemnity Claim is due from the Indemnifying Party to the Indemnified Party as hereinabove provided, until the Indemnity Claim shall be paid. In addition to its other obligations under this Section 9.6, the Indemnifying Party agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding for which indemnification for attorney's fees and expenses may be required pursuant to this Article IX, it will reimburse the Indemnified Party on a monthly basis for all reasonable legal fees or other out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Indemnifying Party's obligation to indemnify the Indemnifying Party for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Indemnified Party shall promptly return it to the Indemnifying Party, together with interest on such amount at a rate per annum (computed determined on the basis of the actual number prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Citibank, N.A. (the "Prime Rate"). Any such interim reimbursement payments which are not made to the Indemnified Party within 30 days elapsed over of a year of 365 days) equal to request for reimbursement shall bear interest at the Prime Rate plus 4%, payable on demand. The obligation from the date of the Borrowers under this Section 2A.02 to reimburse the Lenders and the Letter of Credit Issuer for all drawings under Letters of Credit shall be absolute, unconditional and irrevocable and shall be satisfied strictly in accordance with their terms, irrespective of:such request.

PAYMENT/REIMBURSEMENT. Upon the issuance of any Letter of Credit, the Issuing Lender shall notify the Agent which shall in turn notify each Lender of the principal amount, the number, and the expiration date thereof and the amount of such Lender's participation therein. By the issuance of a Letter of Credit hereunder and without further action on the part of the Agent, the Letter of Credit Issuer Agent or the Lenders, each Lender hereby accepts from the Letter of Credit Issuer Issuing Lender a participation (which participation shall be nonrecourse to the Letter of Credit IssuerIssuing Lender) in such Letter of Credit equal to such Lender's pro rata (based on its pro rata share of the Total Commitment) share of such Letter of Credit, effective upon the issuance of such Letter of Credit. Each Lender hereby absolutely and unconditionally assumes, as primary obligor and not as a surety, and agrees to pay and discharge, and to indemnify and hold the Letter of Credit Issuer Issuing Lender harmless from liability in respect of, such Lender's pro rata share of the amount of any drawing under a Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations in each Letter of Credit issued by the Letter of Credit Issuer hereunder and its obligation to make the payments specified herein, and the right of the Letter of Credit Issuer Issuing Lender to receive the same, in the manner specified herein, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Agent and/or the Letter of Credit Issuer Issuing Lender shall review, on behalf of the Lenders, each draft and any accompanying documents presented under a Letter of Credit and shall notify each Lender the Agent of any such presentment. Promptly after the Agent and/or the Letter of Credit Issuer it shall have ascertained that any draft and any accompanying documents presented under such Letter of Credit appear on their face to be in substantial conformity with the terms and conditions of the Letter of Credit, the Agent Issuing Lender shall give telephonic or facsimile notice to the Lenders Agent and the Borrowers Chock of the receipt and amount of such draft and the date on which payment thereon will be made, and the Lenders shall, by 11:00 a.m., New York City time on the date such payment is to be made, pay the amounts required to the Agent on behalf of the Letter of Credit Issuer Issuing Lender in New York, New York in immediately available funds, and the Letter of Credit IssuerIssuing Lender, not later than 3:00 p.m. on such day, shall make the appropriate payment to the beneficiary of such Letter of Credit. If the Letter of Credit Issuer Lenders and/or Issuing Lender shall pay any draft presented under a Letter of Credit, then the Agent and/or the Letter of Credit IssuerAgent, on behalf of the LendersLenders and/or Issuing Lender, shall charge the general deposit account of the Borrowers Chock with the Agent and/or the Letter of Credit Issuer, as the case may be, for the amount thereof, together with the Agent's or the Letter of Credit Issuer's customary overdraft fee in the event the funds available in such account shall not be sufficient to reimburse the Lenders and/or Issuing Lender for such payment and the Borrowers Chock shall not otherwise have discharged such reimbursement obligation by 12:00 noon11:00 a.m., New York City time, on the date of such payment. If the Lenders and/or Issuing Lender have not been reimbursed with respect to such drawing as provided above, the Borrowers Chock shall pay to the Agent, for the account of the LendersLenders and Issuing Lender, the amount of the drawing together with interest on such amount at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 360 days) equal to the Prime Rate plus 4one and one half (1 1/2%), payable on demand. The obligation of the Borrowers shall be jointly and severally liable under this Section 2A.02 Article IIA to reimburse the Agent, the Lenders and the Letter of Credit Issuer Issuing Lender for all drawings under Letters of Credit Credit, and such obligation shall be absolute, unconditional and irrevocable and shall be satisfied strictly in accordance with their its terms, irrespective of: