Performance by the Banks Clause Samples

Performance by the Banks. Should Borrower fail to perform any covenant, duty or agreement with respect to the payment of taxes, obtaining licenses or permits, or any other requirement contained herein or in any of the Credit Documents within the period provided herein, if any, for correction of such failure, the Banks may, at their option, perform or attempt to perform such covenant, duty or agreement on behalf of Borrower. In such event, Borrower shall, at the request of the Required Banks, promptly pay any amount expended by the Banks and/or the Administrative Agent in such performance or attempted performance to the Administrative Agent at its main office in Phoenix, Arizona, together with interest thereon at the Default Rate, from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly understood that neither the Banks nor the Administrative Agent assume any liability or responsibility for the performance of any duties of Borrower hereunder or under any of the Credit Documents or other control over the management and affairs of Borrower.

Performance by the Banks. Should the Company fail to observe or perform any covenant, duty, or promise by it to be observed or performed under the terms of this Credit Agreement or the other Loan Documents, the Agent or the Banks may, in their discretion and without any obligation to do so, perform or attempt to perform, such covenant, duty, or promise on behalf of the Company, and, in the event the Agent or a Bank should do so, the Company shall immediately upon demand reimburse the Agent or such Bank for all its expenses, disbursements, fees, and costs incurred in connection therewith, with interest thereon at the rate specified in the Notes. The Agent and the Banks do not assume and shall never have, except by its express written consent, any liability or responsibility for the performance of any covenant, duty, or promise of the Company hereunder.

Performance by the Banks. If at any time the Borrower fails or ------------------------ refuses to pay or perform any obligation or duty to any third Person, except for payments which are the subject of bona fide disputes in the ordinary course of business, the Banks may, in their sole discretion, but shall not be obligated to, pay or perform the same on behalf of the Borrower, and the Borrower shall promptly repay all amounts so paid, and all costs and expenses so incurred. This repayment obligation shall become one of the Obligations of the Borrower hereunder and shall bear interest at the Default Interest Rate.

Performance by the Banks. Should any covenant, duty, or agreement of any Borrower or any Subsidiary fail to be performed in accordance with the terms of this Agreement or any of the other Loan Papers, the Banks may, at their option, upon a vote of the Majority Banks, perform or attempt to perform such covenant, duty or agreement on behalf of such Borrower or such Subsidiary. In such event, ▇▇▇▇▇▇▇ shall promptly pay to the Agent for the benefit of the Banks any reasonable amount expended by the Banks in such performance or attempted performance, together with interest thereon at the Highest Lawful Rate. Notwithstanding the foregoing, it is expressly understood that the Agent and the Banks do not assume and shall never have, except by express written consent of the Agent and the Banks, any liability or responsibility for the performance of any covenant, duty or agreement of any Borrower or any Subsidiary.

Performance by the Banks. Upon the occurrence and during the continuance of any Event of Default, should Borrower fail to perform any covenant, duty or agreement with respect to the payment of taxes, obtaining licenses or permits, or any other requirement contained herein or in any of the Credit Documents within the period provided herein, if any, for correction of such failure, the Banks may, at their option, perform or attempt to perform such covenant, duty or agreement on behalf of Borrower. In such event, Borrower shall, at the request of the Required Banks, promptly pay any amount expended by the Banks and/or the Administrative Agent in such performance or attempted performance to the Administrative Agent at its Payment Office, together with interest thereon at the Default Rate, from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly understood that neither the Banks nor the Administrative Agent assume any liability or responsibility for the performance of any duties of Borrower hereunder or under any of the Credit Documents or other control over the management and affairs of Borrower.

Performance by the Banks. 80 10.4 OTHER REMEDIES.......................................80 10.5 ENFORCEMENT AND WAIVER BY THE BANKS..................80

Performance by the Banks a. The Banks shall execute two separate instructions to UMB as the Registrar for the Bonds (the “Registrar”). Each of the two instructions shall instruct the Registrar to register $1,000,000 in principal amount of the Series 2007B Bonds in the name of the ERA Parties (the “Transfer Instructions”), with the total for the two Transfer Instructions being $2,000,000 in principal amount for the Series 2007B Bonds. The Transfer Instructions shall be delivered to the Escrow Agent by February 24, 2014 at 5:00 p.m. CST and held by the Escrow Agent under the terms and conditions of this Agreement and the Escrow Agreement. Any accrued and unpaid interest due on the Series 2007B Bonds as of the date of transfer to the ERA Parties shall remain due and owing to the Banks. b. The Bonds registered in the name of the ERA Parties under the Transfer Instructions shall be identified in the Register, as defined in the Indenture, and shall be held in physical form as Developer Bonds, as defined in the Indenture and Reimbursement Agreement. The Developer Bonds shall be fully subordinate to the Series 2007A Bonds, the remaining Series 2007B Bonds, and all obligations due and owing to the Banks under the Reimbursement Agreement. The Developer Bonds shall contain a legend to be affixed to the form of the bond stating that Developer Bonds are fully subordinate to the Series 2007A Bonds, the remaining Series 2007B Bonds, and all obligations due and owing to the Banks under the Reimbursement Agreement. c. In the event that the ERA Parties do not complete performance under Section A of this Agreement by May 1, 2014, all Escrowed Funds shall immediately be delivered to the Banks and the Transfer Instructions delivered to the ERA Parties. If only the First Escrow Deposit has been made as of April 30, 2014, then only one of the Transfer Instructions shall be delivered to the ERA Parties, and the Second Transfer Instruction shall be returned to the Banks. If at any time after April 30, 2014, but before the ERA Parties have completed the required performance under Section A.1 of this Agreement, the ERA Parties pay $1,000,000 directly to the Banks by wire transfer according to instructions provided by the Banks, the Banks shall deliver the Second Transfer Instruction to the ERA Parties, who may then present it to the Registrar. d. Upon full performance by the ERA Parties as set forth in Section A.1 to this Agreement, and the payment of any and all accrued and unpaid interest owing on the Ban...

Performance by the Banks. Should Borrower fail to perform any covenant, duty or agreement with respect to the payment of taxes, obtaining licenses or permits, or any other requirement contained herein or in any of the Credit Documents within the period provided herein, if any, for correction of such failure, the Banks may, at their option, perform or attempt to perform such covenant, duty or agreement on behalf of Borrower. In such event, Borrower shall, at the request of the Required Banks, promptly pay any amount expended by the Banks and/or the Agent in such performance or attempted performance to the Agent at its office in Inglewood, California, together with interest thereon at the Default Rate, from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly understood that neither the Banks nor the Agent assume any liability or responsibility for the performance of any duties of Borrower hereunder or under any of the Credit Documents or other control over the management and affairs of Borrower.

Performance by the Banks. If at any time after the occurrence and during the continuance of an Event of Default the Borrower or any of its Subsidiaries fails or refuses to pay or perform any material obligation or duty to any third Person, except for payments which are the subject of bona fide disputes in the ordinary course of business, the Agent or the Banks may, in their sole discretion, but shall not be obligated to, pay or perform the same on behalf of the Borrower or such Subsidiary, and the Borrower shall promptly repay all amounts so paid, and all costs and expenses so incurred. This repayment obligation shall become one of the Obligations of the Borrower hereunder and shall bear interest at the Default Interest Rate.