OF THE PREMIUM NOR ANY PART THEREOF OR PAYMENT IN RESPECT OF ANY PORTION THEREOF
SHALL BE SUBJECT TO REBATE, REDUCTION OR REFUND FOR ANY REASON OR UNDER ANY
CIRCUMSTANCES WHATSOEVER.
(D)
EACH PAYMENT IN RESPECT OF THE PREMIUM SHALL
BE PAID BY OGLETHORPE BY WIRE TRANSFER TO THE ACCOUNT OF BERKSHIRE DESIGNATED IN
SECTION 5.07 AS THE "ACCOUNT FOR PAYMENTS" OR SUCH OTHER ACCOUNT OR IN SUCH
OTHER MANNER AS MAY BE DESIGNATED BY BERKSHIRE FROM TIME TO TIME.
4
IF BERKSHIRE HAS NOT RECEIVED PAYMENT OF ANY AMOUNT IN RESPECT OF THE PREMIUM AS
AND WHEN DUE AND PAYABLE HEREUNDER, BERKSHIRE SHALL BE AUTHORIZED, WITHOUT
NOTICE TO OR AUTHORIZATION FROM OGLETHORPE, AND WITHOUT ANY LIABILITY TO
OGLETHORPE, TO DELIVER A NOTICE OF TERMINATION TO THE BENEFICIARIES UNDER THE
SURETY BONDS.
SECTION 1.04.
CERTAIN OTHER EXPENSES.
OGLETHORPE AGREES TO PAY ON THE CLOSING
DATE, THE FEES AND DISBURSEMENTS OF BERKSHIRE'S COUNSEL RELATED TO ISSUANCE OF
THE SURETY BONDS AND THE PREPARATION, NEGOTIATION AND EXECUTION OF THE SURETY
BOND DOCUMENTS AND ALL OTHER DOCUMENTS AND AGREEMENTS RELATING THERETO, IN EACH
CASE TO THE EXTENT INVOICED TO OGLETHORPE PRIOR TO THE CLOSING DATE.
ARTICLE II
REIMBURSEMENT OBLIGATIONS; SECURITY; EXPENSES;
INDEMNITY; NOTICES; OTHER COVENANTS
SECTION 2.01.
REIMBURSEMENT FOR PAYMENTS UNDER THE SURETY BONDS, EXPENSES AND
INDEMNIFICATION.
(A)
OGLETHORPE WILL REIMBURSE BERKSHIRE IMMEDIATELY, WITHOUT
DEMAND OR NOTICE BY BERKSHIRE TO OGLETHORPE OR ANY OTHER PERSON, TO THE EXTENT
OF EACH SURETY BOND PAYMENT.
IF AND TO THE EXTENT THAT OGLETHORPE FAILS TO
REIMBURSE BERKSHIRE IMMEDIATELY IN RESPECT OF EACH SUCH SURETY BOND PAYMENT,
OGLETHORPE SHALL PAY ON THE FIRST BUSINESS DAY OF EACH MONTH, ON THE DATE OF ANY
DEMAND THEREFOR FROM TIME TO TIME AND ON THE DATE SUCH REIMBURSEMENT PAYMENT IS
MADE HEREUNDER, INTEREST ON EACH SUCH SURETY BOND PAYMENT FROM AND INCLUDING THE
SURETY BOND PAYMENT DATE TO THE DATE OF THE REIMBURSEMENT BY OGLETHORPE AT THE
DEFAULT RATE.
TO THE EXTENT THAT INTEREST PAYMENTS DUE HEREUNDER ARE NOT PAID
ON THE FIRST BUSINESS DAY OF EACH MONTH, OR ARE NOT PAID AS EACH PRINCIPAL
REPAYMENT IS MADE, INTEREST SHALL ACCRUE ON SUCH UNPAID AMOUNTS AT A RATE EQUAL
TO THE DEFAULT RATE.
(B)
OGLETHORPE ALSO AGREES TO REIMBURSE BERKSHIRE IMMEDIATELY
AND UNCONDITIONALLY UPON DEMAND (IN THE CASE OF ENFORCEMENT EXPENSES) AND WITHIN
30 DAYS AFTER DEMAND (IN THE CASE OF OTHER EXPENSES) FOR ALL COSTS, FEES AND
EXPENSES (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF BERKSHIRE'S COUNSEL)
INCURRED BY BERKSHIRE IN CONNECTION WITH THE SURETY BONDS AND THE OTHER SURETY
BOND DOCUMENTS (INCLUDING ANY AMENDMENT THEREOF) AND/OR THE ENFORCEMENT BY
BERKSHIRE OF THIS AGREEMENT AND/OR ANY OF THE OTHER SURETY BOND DOCUMENTS, IN
EACH CASE TOGETHER WITH INTEREST ON ALL SUCH EXPENSES FROM AND INCLUDING THE
DATE OF DEMAND (IN THE CASE OF ENFORCEMENT EXPENSES) OR THE DATE WHICH IS 30
DAYS FROM THE DATE A STATEMENT FOR SUCH EXPENSES IS RECEIVED BY OGLETHORPE (IN
THE CASE OF OTHER EXPENSES) TO THE DATE OF PAYMENT AT THE DEFAULT RATE;