Payment and Performance by Guarantor Sample Clauses

Payment and Performance by Guarantor. Guarantor shall, immediately upon demand by Lender, pay the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein or as otherwise instructed by Lender. Such demand(s) may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations with respect to the same or different Guaranteed Obligations.

Payment and Performance by Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid and performed when arising and/or due, whether at demand, maturity or earlier by acceleration or otherwise, Guarantor shall, within ten (10) days after its receipt of written demand from Administrative Agent on behalf of any Secured Party, and without presentment, protest, notice of protest, notice of nonpayment or nonperformance, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever (all such notices being hereby expressly waived by Guarantor), pay in lawful money of the United States of America, the amount arising and/or due on the Guaranteed Obligations to Administrative Agent on behalf of the Secured Parties to Administrative Agent’s account as provided in the Credit Agreement. Such demand may be made at any time coincident with or after EXHIBIT E-1 – CBL 4873-9001-7310\2 the time for payment and performance of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Payment and Performance by Guarantor. (a) If for any reason Borrower fails to perform and complete all of the Permitted Alterations in accordance with the terms and conditions of the Loan Agreement and other applicable Loan Documents, then, within ten (10) Business Days after written notice from Administrative Agent, Guarantor shall either (i) immediately assume all responsibility for the full performance and completion of the Work and take such other action(s) as Administrative Agent may require to remedy Borrower’s default(s) under the Loan Documents in connection with such failure or (ii) in lieu thereof, at the election of either Administrative Agent or Guarantor, make a payment to Administrative Agent in the amount of the Estimated Completion Costs. For the avoidance of doubt, should Administrative Agent elect to require that Guarantor pay the amount of the Estimated Completion Costs, Guarantor shall not have the right to elect to assume responsibility for the performance and completion of the Work as set forth in subclause (i) above. Guarantor shall be in default of this Guaranty and a “Trigger Event” shall occur if, in Administrative Agent's judgment, Guarantor (i) does not assume responsibility for the performance and completion of the Work within such ten (10) day period, or (ii) fails to diligently pursue the performance and completion of the Work or (iii) fails to perform and complete any aspect of the Work in accordance with the terms of the Loan Documents. As used herein, the term “Estimated Completion Costs” shall mean an amount, as determined by Administrative Agent in good faith, equal to the cost to pay for and/or perform, as applicable, the Guaranteed Obligations. Guarantor shall have the right, at its sole cost and expense, within seven (7) Business Days of its receipt of Administrative Agent’s determination of the Estimated

Payment and Performance by Guarantor. In each event that all or any portion of the Indebtedness shall become due and remain unpaid (however the maturity may have occurred), Guarantor will, upon demand, pay the amount due to Creditor (other than any interest as may be in excess of the maximum lawful amount), without notice having been given to Guarantor previous to such demand of the acceptance by Creditor of this Guaranty or of the creating or incurring of such indebtedness. Guarantor specifically agrees that it shall not be necessary or required in order to enforce any obligations under this Guaranty that Creditor has made demand for payment upon Debtor or any other person liable on the Indebtedness for payment thereof or for performance of the Obligations or has presented same for payment by Debtor or any other person liable thereon or has made protest thereof or has given notice to Debtor or any other party liable thereon of the maturity or nonpayment of the Indebtedness. All amounts becoming payable by Guarantor to Creditor under this Guaranty shall be payable at Creditor's address stated below, or at such other address as directed by Creditor in written notice to Guarantor. All payments made upon the Indebtedness at any time shall be deemed to have been paid by Debtor unless express notice in writing is given to Creditor at the time of payment by Guarantor that Creditor has been paid by Guarantor. Upon demand by Creditor, Guarantor shall perform or cause to be performed any or all of the Obligations.

Payment and Performance by Guarantor. Guarantor agrees that upon the failure of Developer to perform or pay any of the Guarantied Obligations when and as such become due, Guarantor shall forthwith defend, indemnity and hold harmless the Guarantied Parties in accordance with Section 9(e) of the ZLDA as when due and owing to the Guarantied Parties pursuant to Section 9(e) of the ZLDA. Notwithstanding anything contained herein to the contrary (i) nothing contained herein shall be construed to increase Guarantor’s obligations beyond the obligations of Developer under the ZLDA; and (ii) the maximum liability of Guarantor hereunder shall in all events be limited to amounts actually received by the Guarantor under the Guarantor’s policies of insurance.

Payment and Performance by Guarantor. Except as otherwise provided herein, if all or any part of the Guaranteed Obligations shall not be punctually paid or performed when due, Guarantor shall, within five (5) Business Days after written demand by any of the EPR Parties and without presentment, protest, notice of protest, notice of non-payment or any other notice whatsoever (other than notice of demand for payment or performance as required hereunder), pay in lawful money of the United States of America, the amount due thereon to the EPR Parties. Amounts not paid when due hereunder shall accrue interest at the rate of 12% per annum. Such demands may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations and may be made from time to time with respect to the same or different Guaranteed Obligations.

Payment and Performance by Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid and performed when arising and/or due, whether at demand, maturity or earlier by acceleration or otherwise, Guarantor shall, within ten (10) days after its receipt of written demand from Administrative Agent on behalf of any Secured Party, and without presentment, protest, notice of protest, notice of nonpayment or nonperformance, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice EXHIBIT E-2 – CBL 4873-9001-7310\2 whatsoever except for such notices and demands expressly required in the Loan Documents (all such notices being hereby expressly waived by Guarantor), pay in lawful money of the United States of America, the amount arising and/or due on the Guaranteed Obligations to Administrative Agent on behalf of the Secured Parties to Administrative Agent’s account as provided in the Credit Agreement. Such demand may be made at any time coincident with or after the time for payment and performance of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Payment and Performance by Guarantor. If Borrower does not pay or perform the Obligations on or before the times they are required to be paid or performed pursuant to the Loan Documents, whether by maturity or otherwise, Guarantor shall pay or perform the Obligations for the benefit of Lender. Any failure by Guarantor to pay or perform the Obligations when they are required to be paid or performed pursuant to the Loan Documents shall be a default under this Guaranty.

Payment and Performance by Guarantor. If the Guaranteed Obligations, or any part thereof, are not punctually paid or performed, Guarantor shall, immediately upon written demand and without protest or notice of protest, pay the amount due thereon to Lender pursuant to the Note (subject to the limitations set forth herein), at the address of Lender set forth in the Note or as otherwise designated by Lender. Such demand(s) may be made at any time coincident with or after the time for payment or performance of all or part of the Guaranteed Obligations. Such demand shall be deemed made if given in accordance with Paragraph 15 hereof. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or exhaust its remedies against Borrower, or others liable to pay or perform such Guaranteed Obligations, or to enforce its rights against any security or collateral that shall ever have been given to secure the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations. No set-off, counterclaim, reduction, or diminution of any Obligations, or any defense of any kind or nature that Guarantor has or may hereafter have against Borrower or Lender shall be available hereunder to Guarantor other than the defense of the payment in full of the Guaranteed Obligations.