SUCH INFORMATION TECHNOLOGY INFRASTRUCTURE WITHOUT THE EXPRESS
WRITTEN CONSENT OF PARTY B.
45
(XVII)
NOVATION OR TERMINATION OF CERTAIN TRANSACTIONS.
PARTY
B AND MX ELECTRIC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO NOVATE OR
TERMINATE ALL TRANSACTIONS UNDERLYING THE INDEBTEDNESS PERMITTED BY CLAUSE
(III) OF THE DEFINITION OF "PERMITTED INDEBTEDNESS" SET FORTH IN PART 14 AS
PROMPTLY AS PRACTICABLE, BUT IN ANY EVENT WITHIN 30 DAYS OF THE CLOSING DATE.
(XVIII)
REIMBURSEMENT OBLIGATION.
(A)
IN THE EVENT (A) THAT PARTY A OR ANY OTHER
PERSON ON BEHALF OF PARTY A PERFORMS ANY OBLIGATION OF PARTY B TO A LDC,
TRANSPORTER OR ANY OTHER THIRD PARTY (IT BEING UNDERSTOOD THAT NOTHING IN THIS
CLAUSE (A) SHALL BE CONSTRUED TO REQUIRE ANY SUCH PERFORMANCE BY PARTY A) OR
(B) THAT ANY PAYMENT, DISBURSEMENT OR PERFORMANCE UNDER ANY CREDIT SUPPORT HAS
BEEN MADE TO ANY LDC, TRANSPORTER OR ANY OTHER THIRD PARTY, IN EITHER CASE
(WHETHER OR NOT THE OBLIGATIONS SECURED THEREBY ARE NOW OR HEREAFTER EXISTING),
PARTY B SHALL, WITHIN ONE BUSINESS DAY OF A WRITTEN DEMAND THEREFOR MADE BY
PARTY A, (I) IN THE CASE OF CLAUSE (A), PAY TO PARTY A AN AMOUNT, AS REASONABLY
CALCULATED BY PARTY A, EQUAL TO THE TOTAL AMOUNT IT WILL COST PARTY A OR SUCH
OTHER PERSON ON BEHALF OF PARTY A TO PERFORM SUCH OBLIGATION; (II) IN THE CASE
OF CLAUSE (B), PAY TO PARTY A ALL AMOUNTS PAID OR DISBURSED UNDER ANY CREDIT
SUPPORT AND (III) PAY TO PARTY A ANY OTHER COST OR EXPENSE OF ANY NATURE
REASONABLY INCURRED BY PARTY A (INCLUDING ANY TAXES AND REASONABLE ATTORNEYS'
FEES AND EXPENSES) IN CONNECTION WITH THE FOREGOING (INCLUDING ANY SUCH TAXES,
COSTS AND EXPENSES INCURRED BY PARTY A TO THIRD PARTIES THAT ISSUE CREDIT
SUPPORT) (COLLECTIVELY, THE "REIMBURSEMENT OBLIGATION").
INTEREST SHALL BE
PAYABLE ON THE REIMBURSEMENT OBLIGATION FROM THE DATE OF PAYMENT BY PARTY A OR
SUCH OTHER ISSUER OF CREDIT SUPPORT TO THE BENEFICIARY UNTIL PAYMENT BY PARTY B
IN FULL AT THE APPLICABLE RATE WHICH WOULD BE PAYABLE ON ANY OUTSTANDING AMOUNTS
WHICH WERE THEN OVERDUE.
THE REIMBURSEMENT OBLIGATION HEREUNDER IS UNQUALIFIED,
UNCONDITIONAL AND ABSOLUTE AND IS IRRESPECTIVE OF WHETHER PARTY A IS THE ISSUER
OF CREDIT SUPPORT AND, IN THE CASE OF CLAUSE (A), UPON ANY SUCH PERFORMANCE BY
PARTY A.
(B)
IN ADDITION TO, AND WITHOUT IN ANY WAY
LIMITING THE FOREGOING:
(1)
Party B's obligations under this clause
(xviii) shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which Party B or
any Specified Entity of Party B may have or have had against Party A, any issuer
of Credit Support, any beneficiary of a Credit Support or any other Person.
(2)
Party B agrees that Party A and any other
issuer of Credit Support shall not be responsible for, and the Reimbursement
Obligation under this clause shall not be affected by, among other things:
(a) the validity or genuineness of documents or of any endorsements