Common use of Demand and Payment Clause in Contracts

Demand and Payment. The Lender shall not be obliged to make any demand upon, or take any proceedings, or action against the Borrower or any other person before pursuing its rights against the Guarantor pursuant hereto. In the event that Lender in its absolute and subjective discretion makes demand upon the Guarantor, the Guarantor shall be held and be bound to the Lender directly as principal debtor in respect of the Liabilities and the payment of the amounts hereby guaranteed. The Guarantor shall make payments to the Lender of the amount of the liability of the Guarantor hereunder forthwith after demand therefor is made in writing, including without limitation all out-of-pocket expenses (including the fees and expenses of the Lender's counsel) in any way relating to the enforcement or protection of the rights of the Lender or any of them hereunder. The liability of the Guarantor shall bear interest from the date of such demand at the interest rate set out in the Commitment and the Loan Documents (the ‘Interest Rate’). Such demand shall be deemed to have been effectually made when an envelope containing it addressed to the Guarantor at the last address of the Guarantor known to the Lender is sent by registered mail and the liability of the Guarantor shall bear interest at the Interest Rate. Any account settled or stated by or between the Lender and the Borrower or admitted by or on behalf of the Borrower may be adduced by the Lender and shall in that case be accepted by the Guarantor as conclusive evidence that the balance or amount thereof thereby appearing is due by the Borrower to the Lender. The Lender shall not be bound to exhaust its recourses against the Borrower before requiring payment from the Guarantor and the Lender may enforce all available remedies and realize upon securities held or any part thereof in the order that it may determine. Should the Lender receive from the Guarantor a payment or payments in full or on account of its liability under this Guarantee, the Guarantor shall not be entitled to claim repayment against the Borrower or the Borrower's estate until the Lender's claims against the Borrower have been paid in full and in case of the liquidation, winding up or bankruptcy of the Borrower (whether voluntary or compulsory) or if the Borrower makes a bulk sale of any of its assets or any composition with creditors or scheme of arrangements, the Lender shall have the right to rank for its full claim and receive all dividends or other payments in respect thereof until its claim has been paid in full, and the Guarantor shall continue to be liable up to the amount guaranteed (less any payments made by the Guarantor) for any balance which may be owing to the Lender of any of its securities and/or the retention thereof by the Lender, such valuation and/or retention shall not, as between the Lender and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of the Borrower's liability to the Lender or any part thereof.

Demand and Payment. The Lender Any demand by Hygo for payment from the Indemnitors hereunder shall: (a) be in writing; (b) reference this Agreement; (c) specify the amount of Indemnified Obligations Hygo claims it is owed and the amounts paid by Hygo to the Offshore Collateral Agent under the Guaranty; (d) specify the Pro Rata Share Amount owed by each Indemnitor with respect to the Indemnified Obligations, (e) include evidence of the payment made by Hygo to the Offshore Collateral Agent under the Guaranty and a statement describing in reasonable detail and with reasonable specificity the circumstances surrounding Hygo’s incurrence of the liabilities that give rise to the Indemnified Obligations; (f) be signed by a duly authorized officer of Hygo; and (g) be delivered to each Indemnitor pursuant to Section 4 hereof. So long as such demand complies with the foregoing sentence and payment is otherwise due from an Indemnitor in accordance with this Agreement, such Indemnitor shall not be obliged to make any demand uponpay, or take any proceedings, or action against the Borrower or any other person before pursuing its rights against the Guarantor pursuant hereto. In the event that Lender in its absolute and subjective discretion makes demand upon the Guarantorcause to be paid, the Guarantor shall be held and be bound to the Lender directly as principal debtor amount so due in respect of the Liabilities and the payment Indemnified Obligations within ten (10) Business Days of the amounts hereby guaranteed. The Guarantor shall make payments to the Lender of the amount of the liability of the Guarantor hereunder forthwith after demand therefor is made in writing, including without limitation all out-of-pocket expenses (including the fees and expenses of the Lender's counsel) in any way relating to the enforcement or protection of the rights of the Lender or any of them hereunder. The liability of the Guarantor shall bear interest from the date receipt of such demand at (for the interest rate set out in avoidance of doubt, subject to the Commitment Cap). Hygo shall provide any further documentary evidence reasonably requested by each Indemnitor relating to such demand and the Loan Documents (Guaranteed Obligations that give rise to the ‘Interest Rate’)applicable Indemnified Obligations. Such demand All payments under this Agreement shall be deemed to have been effectually made when an envelope containing it addressed to the Guarantor at the last address of the Guarantor known to the Lender is sent by registered mail and the liability of the Guarantor shall bear interest at the Interest Rate. Any account settled without deduction or stated by or between the Lender and the Borrower or admitted by or on behalf of the Borrower may be adduced by the Lender and shall in that case be accepted by the Guarantor as conclusive evidence that the balance or amount thereof thereby appearing is due by the Borrower to the Lender. The Lender shall not be bound to exhaust its recourses against the Borrower before requiring payment from the Guarantor and the Lender may enforce all available remedies and realize upon securities held or any part thereof in the order that it may determine. Should the Lender receive from the Guarantor a payment or payments in full withholding for or on account of its liability under this Guaranteeany present or future taxes; provided, however, that if any applicable law requires the Guarantor deduction or withholding of any tax from any such payment, then each Indemnitor shall not be entitled to claim repayment against make such deduction or withholding and shall timely pay the Borrower full amount deducted or withheld to the Borrower's estate until the Lender's claims against the Borrower have been paid relevant governmental authority in full and in case of the liquidation, winding up or bankruptcy of the Borrower (whether voluntary or compulsory) or if the Borrower makes a bulk sale of any of its assets or any composition accordance with creditors or scheme of arrangements, the Lender shall have the right to rank for its full claim and receive all dividends or other payments in respect thereof until its claim has been paid in fullapplicable law, and the Guarantor sum payable by each Indemnitor shall continue to be liable up increased as necessary so that after such deduction or withholding has been made, Hygo receives an amount equal to the amount guaranteed (less any payments made by the Guarantor) for any balance which may be owing to the Lender of any of its securities and/or the retention thereof by the Lender, sum it would have received had no such valuation and/or retention shall not, as between the Lender and the Guarantor, be considered as a purchase of such security deduction or as payment or satisfaction or reduction of the Borrower's liability to the Lender or any part thereofwithholding been made.