Common use of Performance of Borrowers’ Obligations Clause in Contracts

Performance of Borrowers’ Obligations. If Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent and Lenders immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

Performance of Borrowers’ Obligations. If 16.1 In order to repay the obligations under this Agreement, the Borrower fails shall remit the relevant amount to the Agent’s Account (i) maintain by the Due Time, for those obligations the Due Date of which is provided for herein, or (ii) immediately upon the Agent’s request, for those obligations the Due Date of which is not provided for herein. In such cases, the Borrower’s obligations to the Agent or a Lender shall be deemed to have been performed upon the time of the remittance of the relevant amount to the Agent’s Account. 16.2 Unless otherwise provided for in force this Agreement, a payment by the Borrower directly to a Lender other than the Agent contrary to the provisions of Clause 16.1 of amounts owing under this Agreement shall not be deemed to constitute the due performance of obligations under this Agreement. In this case, the Lender receiving such payment shall immediately pay the money it receives to the Agent, and pay for any insurance policy or bond which the obligations with respect to such money shall be deemed to have been performed upon the Agent’s receipt of such money. Provided, however, that the Borrower, upon giving prior written notice to the Agent, disposes (nini-baikyaku) the assets subject to floating security interest (ne-tanpoken) that have been granted in favour of a Lender as the secured party of the floating security interest, and directly pays to that Lender the proceeds it receives from such disposal in order to perform its obligations under this Agreement, such direct payment shall be considered to constitute the due performance of obligations under this Agreement. The Borrower is required to provide may not perform its obligations under this Agreement by deed-in-lieu of performance (daibutsu bensai) unless the Agent and All Lenders give their prior written approval. 16.3 The Borrower’s payments pursuant to this Clause 16 shall be applied in the order set forth below; provided, however, that the provisions of Clause 17.4 shall apply if any obligation of the Borrower becomes immediately due and payable pursuant to Clause 22: (i) those expenses to be borne by the Borrower under this Agreement, which the Agent has incurred in the place of the Borrower, and the Agent Fee; (ii) those expenses to be borne by the Borrower under this Agreement, payable to a third party; (iii) those expenses to be borne by the Borrower under this Agreement, which any Lender has incurred in place of the Borrower; (iv) the default interest and the Break Funding Cost; (v) the interest on the Loan; and (vi) the principal of the Loan. 16.4 Upon the application under Clause 16.3, if the amount to be applied falls short of the amount outlined in any of the Loan Instrumentsitems thereunder, with respect to the first item not fully covered (ii) keep the Collateral free from all Liens except for Permitted Liens“Item Not Fully Covered”), (iii) pay when due all taxesthe remaining amount, levies and assessments on or in respect after the application to the item of the Collateralnext highest order of priority, except as otherwise permitted pursuant shall be applied after the proration in proportion to the terms hereofamount of the individual payment obligations owed by the Borrower regarding the Item Not Fully Covered, (iv) make all payments which have become due and perform all acts on payable. 16.5 Unless otherwise required by Laws and Ordinances, the part Borrower shall not deduct Taxes and Public Charges from the amount of Borrower obligations to be paid or performed in pursuant to this Agreement. If it is necessary to deduct Taxes and Public Charges from the manner required amount payable by the terms hereof and by Borrower, the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent additionally pay the amount necessary in order for the Lender to be able to receive the amount that it would receive if no Taxes and Lenders immediately upon demand for all sums paid or advanced on behalf of Public Charges were imposed. In such cases, the Borrower for any such purposeshall, together with costs and expenses within thirty (including reasonable attorney's fees30) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced days from the date of advancement until repaid payment, directly send to Agent and Lenders at the Default Rate. All such sums advanced Lender the certificate of tax payment in relation to withholding taxes issued by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligationsthe tax authorities or other competent governmental authorities in Japan.

Performance of Borrowers’ Obligations. If any Borrower fails to (i) maintain in force and pay for any insurance policy or bond which such Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of such Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of such Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of such Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of such Borrower. Borrower Borrowers shall reimburse Agent and Lenders immediately upon demand for all reasonable sums paid or advanced on behalf of any Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Borrowers' Obligations.

Performance of Borrowers’ Obligations. If Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders FINOVA may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent and Lenders FINOVA immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders FINOVA in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders FINOVA at the Default Rate. All such sums advanced by Agent and LendersFINOVA, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

Performance of Borrowers’ Obligations. If 18.1 In order to repay the obligations under this Agreement, the Borrower fails shall remit the relevant amount to the Agent’s Account (i) maintain by the Due Time, for those obligations with a Due Date provided for herein, or (ii) immediately upon the Agent’s request, for those obligations with a Due Date not provided for herein. In such cases, the Borrower’s obligations to the Agent or a Lender B shall be deemed to have been performed upon the time of the remittance of the relevant amount to the Agent’s Account. Provided, however, that if the Refinancing Loan B is made in force and pay accordance with Clause 7.1(i), the Due Time for any insurance policy or bond which Borrower the principal of the Outstanding Individual Loan B Money in relation to the Refinanced Loan B shall be postponed to the time that the Refinancing Loan B is required deemed to provide have been made pursuant to Clause 7.1(i), and the payment obligation for the principal of the Individual Loan B in relation to the Refinanced Loan B shall be deemed to have been performed upon the time that such Refinancing Loan B is made pursuant to Clause 7.1(i). 18.2 Unless otherwise provided for in this Agreement, a payment by the Borrower directly to a Lender B other than the Agent contrary to the provisions of Clause 18.1 of amounts owing under this Agreement shall not be deemed to constitute the due performance of obligations under this Agreement. In this case, the Lender B receiving such payment shall immediately pay the money it receives to the Agent, and the obligations with respect to such money shall be deemed to have been performed upon the Agent’s receipt of such money. Provided, however, that in the case that the Borrower, upon giving prior written notice to the Agent, disposes (nin-i-baikyaku) of the assets subject to floating security interest (ne-tanpoken) (other than the floating pledge pursuant to the Floating Pledge Agreement) that have been granted in favor of a Lender B as the secured party of the floating security interest, and directly pays to that Lender B the proceeds it receives from such disposal in order to perform its obligations under this Agreement, such direct payment shall be considered to constitute the due performance of obligations under this Agreement. The Borrower may not perform its obligations under this Agreement by deed-in-lieu of performance (daibutsu bensai) unless the Agent and All Lenders B give their prior written approval. 18.3 The Borrower’s payments pursuant to this Clause 18 shall be appropriated in the order set forth below; provided, however, that the provisions of Clause 19.4 shall apply if any obligation of the Borrower becomes immediately due and payable pursuant to Clause 24: (i) those expenses to be borne by the Borrower under this Agreement that the Agent has incurred in the place of the Borrower, and the Agency Fee; (ii) those expenses to be borne by the Borrower under this Agreement that are payable to a third party; (iii) those expenses to be borne by the Borrower under this Agreement that any Lender B has incurred in place of the Borrower; (iv) the default interest and the Break Funding Cost in relation to the Loan B; (v) the Commitment Fee B; (vi) the interest on the Loan B; and (vii) the principal of the Loan B. 18.4 If, in appropriating the Borrower’s payments under Clause 18.3, the amount to be appropriated falls short of the amount outlined in any of the Loan Instrumentsitems thereunder, with respect to the first item not fully covered (ii) keep the Collateral free from all Liens except for Permitted Liens“Item Not Fully Covered”), (iii) pay when due all taxes, levies and assessments on or in respect the amount remaining after appropriation to the item of the Collateral, except as otherwise permitted pursuant next highest order of priority shall be appropriated after prorating such remaining amount in proportion to the terms hereofamount of the individual payment obligations owed by the Borrower regarding the Item Not Fully Covered that have become due and payable. 18.5 Unless otherwise required by Laws and Ordinances, (iv) make all payments the Borrower shall not deduct Taxes and perform all acts on Public Charges from the part amount of Borrower obligations to be paid or performed in pursuant to this Agreement. If it is necessary to deduct Taxes and Public Charges from the manner required amount payable by the terms hereof and by Borrower, the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent additionally pay the amount necessary in order for the Lender B to be able to receive the amount that it would receive if no Taxes and Lenders immediately upon demand for all sums paid or advanced on behalf of Public Charges were imposed. In such cases, the Borrower for any such purposeshall, together with costs and expenses within thirty (including reasonable attorney's fees30) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced days from the date of advancement until repaid payment, directly send to Agent and Lenders at the Default Rate. All such sums advanced Lender B the certificate of tax payment in relation to withholding taxes issued by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligationsthe tax authorities or other competent governmental authorities in Japan.

Performance of Borrowers’ Obligations. If 18.1 In order to repay the obligations under this Agreement, the Borrower fails shall remit the relevant amount to the Agent’s Account (i) maintain by the Due Time, for those obligations with a Due Date provided for herein, or (ii) immediately upon the Agent’s request, for those obligations with a Due Date not provided for herein. In such cases, the Borrower’s obligations to the Agent or a Lender A shall be deemed to have been performed upon the time of the remittance of the relevant amount to the Agent’s Account. Provided, however, that if the Refinancing Loan A is made in force and pay accordance with Clause 7.1(i), the Due Time for any insurance policy or bond which Borrower the principal of the Outstanding Individual Loan A Money in relation to the Refinanced Loan A shall be postponed to the time that the Refinancing Loan A is required deemed to provide have been made pursuant to Clause 7.1(i), and the payment obligation for the principal of the Individual Loan A in relation to the Refinanced Loan A shall be deemed to have been performed upon the time that such Refinancing Loan A is made pursuant to Clause 7.1(i). 18.2 Unless otherwise provided for in this Agreement, a payment by the Borrower directly to a Lender A other than the Agent contrary to the provisions of Clause 18.1 of amounts owing under this Agreement shall not be deemed to constitute the due performance of obligations under this Agreement. In this case, the Lender A receiving such payment shall immediately pay the money it receives to the Agent, and the obligations with respect to such money shall be deemed to have been performed upon the Agent’s receipt of such money. Provided, however, that in the case that the Borrower, upon giving prior written notice to the Agent, disposes (nin-i-baikyaku) of the assets subject to floating security interest (ne-tanpoken) (other than the floating pledge pursuant to the Floating Pledge Agreement) that have been granted in favor of a Lender A as the secured party of the floating security interest, and directly pays to that Lender A the proceeds it receives from such disposal in order to perform its obligations under this Agreement, such direct payment shall be considered to constitute the due performance of obligations under this Agreement. The Borrower may not perform its obligations under this Agreement by deed-in-lieu of performance (daibutsu bensai) unless the Agent and All Lenders A give their prior written approval. 18.3 The Borrower’s payments pursuant to this Clause 18 shall be appropriated in the order set forth below; provided, however, that the provisions of Clause 19.4 shall apply if any obligation of the Borrower becomes immediately due and payable pursuant to Clause 24: (i) those expenses to be borne by the Borrower under this Agreement that the Agent has incurred in the place of the Borrower, and the Agency Fee; (ii) those expenses to be borne by the Borrower under this Agreement that are payable to a third party; (iii) those expenses to be borne by the Borrower under this Agreement that any Lender A has incurred in place of the Borrower; (iv) the default interest and the Break Funding Cost in relation to the Loan A; (v) the Commitment Fee A; (vi) the interest on the Loan A; and (vii) the principal of the Loan A. 18.4 If, in appropriating the Borrower’s payments under Clause 18.3, the amount to be appropriated falls short of the amount outlined in any of the Loan Instrumentsitems thereunder, with respect to the first item not fully covered (ii) keep the Collateral free from all Liens except for Permitted Liens“Item Not Fully Covered”), (iii) pay when due all taxes, levies and assessments on or in respect the amount remaining after appropriation to the item of the Collateral, except as otherwise permitted pursuant next highest order of priority shall be appropriated after prorating such remaining amount in proportion to the terms hereofamount of the individual payment obligations owed by the Borrower regarding the Item Not Fully Covered that have become due and payable. 18.5 Unless otherwise required by Laws and Ordinances, (iv) make all payments the Borrower shall not deduct Taxes and perform all acts on Public Charges from the part amount of Borrower obligations to be paid or performed in pursuant to this Agreement. If it is necessary to deduct Taxes and Public Charges from the manner required amount payable by the terms hereof and by Borrower, the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent additionally pay the amount necessary in order for the Lender A to be able to receive the amount that it would receive if no Taxes and Lenders immediately upon demand for all sums paid or advanced on behalf of Public Charges were imposed. In such cases, the Borrower for any such purposeshall, together with costs and expenses within thirty (including reasonable attorney's fees30) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced days from the date of advancement until repaid payment, directly send to Agent and Lenders at the Default Rate. All such sums advanced Lender A the certificate of tax payment in relation to withholding taxes issued by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligationsthe tax authorities or other competent governmental authorities in Japan.

Performance of Borrowers’ Obligations. If (1) In order to pay the obligations under this Agreement, the Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of shall transfer the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant relevant amount to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required Settlement Account by the terms hereof and by Due Time. In such cases, the terms of Borrower’s obligations to the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent and Lenders immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, Lender shall be deemed to have been performed at the point in time when the relevant amount is withdrawn from the Settlement Account by the Lender. The Lender shall perform such withdrawal on the Due Date for a loan where a Due Date is specified, and without delay after the transfer date for a loan where no Due Date is specified. (2) The Borrower shall grant an authority to the Lender to withdraw the money from the Settlement Account in accordance with the preceding Clause, and waives its right to cancel such delegation of authority (with respect to such withdrawal from account, the Borrower is not required to issue any check or request for deposit repayment). (3) The Borrower may not perform its obligations under this Agreement by way of substituted performance (daibutsu bensai) unless the Lender gives its prior written consent. (4) The Borrower’s payments pursuant to this Article shall be part applied in the order set forth below (such order hereinafter referred to as the “Application Order”). Provided, however, that if any obligation of the Borrower becomes immediately due and payable the provisions set forth separately in this Agreement shall apply: (i) those expenses to be borne by the Borrower under this Agreement, payable to a third party; (ii) those expenses to be borne by the Borrower under this Agreement, which any Lender has incurred in place of the Borrower's Obligations; (iii) the default interest and the Break Funding Cost; (iv) the interest on the loan; and (v) the principal of the loan. (5) Upon the application under Clause (3) above, if the amount to be applied falls short of the full payment of all items thereunder, with respect to the first item not fully covered (the “Item Not Fully Covered”), the remaining amount, after the application to the items preceding the Item Not Fully Covered, shall be applied in proportion to the amount of the individual obligations of the Borrower regarding the Item Not Fully Covered, which have become due and payable (such method of the application, the “Application Method for Item Not Fully Covered.”).

Performance of Borrowers’ Obligations. If any Borrower fails to (i) ------------------------------------- maintain in force and pay for any insurance policy or bond which any Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of such Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of such Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of such Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders FINOVA may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of such Borrower. Borrower Borrowers shall reimburse Agent and Lenders FINOVA immediately upon demand for all reasonable sums paid or advanced on behalf of any Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders FINOVA in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders FINOVA at the Default Rate. All such sums advanced by Agent and LendersFINOVA, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Borrowers' Obligations.

Performance of Borrowers’ Obligations. If any Borrower or any Subsidiary of any Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower such Person is required to provide pursuant to any of the Loan InstrumentsDocuments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower such Person to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments Documents with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower such Person hereunder or under any of the other Loan InstrumentsDocuments, and (vi) keep fully and perform promptly the obligations of such Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders Lender may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrowersuch Person. Borrower Borrowers shall reimburse Agent and Lenders Lender immediately upon demand for all reasonable sums paid or advanced on behalf of any Borrower or any Subsidiary of any Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders Lender in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders Lender at the Default RateRate applicable thereto. All such sums advanced by Agent and LendersLender, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's ObligationsBorrowers' Obligations and secured by the Security Interests.

Performance of Borrowers’ Obligations. If Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders FINOVA may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower; provided, however, FINOVA shall not, except in (a) the event that Borrower is in default pursuant to Section 8.1.5 above, or (b) any reasonable threat of diminishment of value of the Collateral or impairment of FINOVA's security interest therein, take any such action unless such failure by Borrower continues for more than five (5) days following notice from FINOVA to Borrower of such failure. Borrower shall reimburse Agent and Lenders FINOVA immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders FINOVA in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders FINOVA at the Default Rate. All such sums advanced by Agent and LendersFINOVA, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

Performance of Borrowers’ Obligations. If Borrower or any Subsidiary of Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower such Person is required to provide pursuant to any of the Loan InstrumentsDocuments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower such Person to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments Documents with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower such Person hereunder or under any of the other Loan InstrumentsDocuments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders Lender may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrowersuch Person. Borrower shall reimburse Agent and Lenders Lender immediately upon demand for all reasonable sums paid or advanced on behalf of Borrower or any Subsidiary of Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders Lender in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders Lender at the Default RateRate applicable thereto. All such sums advanced by Agent and LendersLender, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's ObligationsObligations and secured by the Security Interests.

Performance of Borrowers’ Obligations. If 18.1 In order to repay the obligations under this Agreement, the Borrower fails shall remit the relevant amount to the Agent’s Account (i) maintain by the Due Time, for those obligations with a Due Date provided for herein, or (ii) immediately upon the Agent’s request, for those obligations with a Due Date not provided for herein. In such cases, the Borrower’s obligations to the Agent or a Lender B shall be deemed to have been performed upon the time of the remittance of the relevant amount to the Agent’s Account. 18.2 Unless otherwise provided for in force this Agreement, a payment by the Borrower directly to a Lender B other than the Agent contrary to the provisions of Clause 18.1 of amounts owing under this Agreement shall not be deemed to constitute the due performance of obligations under this Agreement. In this case, the Lender B receiving such payment shall immediately pay the money it receives to the Agent, and pay for any insurance policy or bond which Borrower is required the obligations with respect to provide such money shall be deemed to have been performed upon the Agent’s receipt of such money. Provided, however, that in the case that the Borrower, upon giving prior written notice to the Agent, disposes (nin-i-baikyaku) of the assets subject to floating security interest (ne-tanpoken) (other than the floating pledge pursuant to the Floating Pledge Agreement) that have been granted in favor of a Lender B as the secured party of the floating security interest, and directly pays to that Lender B the proceeds it receives from such disposal in order to perform its obligations under this Agreement, such direct payment shall be considered to constitute the due performance of obligations under this Agreement. The Borrower may not perform its obligations under this Agreement by deed-in-lieu of performance (daibutsu bensai) unless the Agent and All Lenders B give their prior written approval. 18.3 The Borrower’s payments pursuant to this Clause 18 shall be appropriated in the order set forth below; provided, however, that the provisions of Clause 19.4 shall apply if any obligation of the Borrower becomes immediately due and payable pursuant to Clause 24: (i) those expenses to be borne by the Borrower under this Agreement that the Agent has incurred in the place of the Borrower, and the Agency Fee; (ii) those expenses to be borne by the Borrower under this Agreement that are payable to a third party; (iii) those expenses to be borne by the Borrower under this Agreement that any Lender B has incurred in place of the Borrower; (iv) the default interest and the Break Funding Cost in relation to the Loan B; (v) the Commitment Fee B; (vi) the interest on the Loan B; and (vii) the principal of the Loan B. 18.4 If, in appropriating the Borrower’s payments under Clause 18.3, the amount to be appropriated falls short of the amount outlined in any of the Loan Instrumentsitems thereunder, with respect to the first item not fully covered (ii) keep the Collateral free from all Liens except for Permitted Liens“Item Not Fully Covered”), (iii) pay when due all taxes, levies and assessments on or in respect the amount remaining after appropriation to the item of the Collateral, except as otherwise permitted pursuant next highest order of priority shall be appropriated after prorating such remaining amount in proportion to the terms hereofamount of the individual payment obligations owed by the Borrower regarding the Item Not Fully Covered that have become due and payable. 18.5 Unless otherwise required by Laws and Ordinances, (iv) make all payments the Borrower shall not deduct Taxes and perform all acts on Public Charges from the part amount of Borrower obligations to be paid or performed in pursuant to this Agreement. If it is necessary to deduct Taxes and Public Charges from the manner required amount payable by the terms hereof and by Borrower, the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent additionally pay the amount necessary in order for the Lender B to be able to receive the amount that it would receive if no Taxes and Lenders immediately upon demand for all sums paid or advanced on behalf of Public Charges were imposed. In such cases, the Borrower for any such purposeshall, together with costs and expenses within thirty (including reasonable attorney's fees30) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced days from the date of advancement until repaid payment, directly send to Agent and Lenders at the Default Rate. All such sums advanced Lender B the certificate of tax payment in relation to withholding taxes issued by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligationsthe tax authorities or other competent governmental authorities in Japan.

Performance of Borrowers’ Obligations. If Borrower or any Subsidiary of Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower such Person is required to provide pursuant to any of the Loan InstrumentsDocuments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower such Person to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments Documents with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower such Person hereunder or under any of the other Loan InstrumentsDocuments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders Lender may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments 62 70 based thereon or otherwise make good any other aforesaid failure of Borrowersuch Person. Borrower shall reimburse Agent and Lenders Lender immediately upon demand for all reasonable sums paid or advanced on behalf of Borrower or any Subsidiary of Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders Lender in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders Lender at the Default RateRate applicable thereto. All such sums advanced by Agent and LendersLender, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's ObligationsObligations and secured by the Security Interests.

Performance of Borrowers’ Obligations. If Borrower fails Borrowers fail to (i) maintain in force and pay for any insurance policy or bond which Borrower is Borrowers are required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower Borrowers to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower Borrowers hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower Borrowers with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of BorrowerBorrowers. Borrower Borrowers shall reimburse Agent and Lenders immediately upon demand for all sums paid or advanced on behalf of Borrower Borrowers for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and LendersAgent, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Borrowers' Obligations.

Performance of Borrowers’ Obligations. If Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent and Lenders immediately upon demand for all reasonable sums paid or advanced on behalf of Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

Performance of Borrowers’ Obligations. If any Borrower fails to (i) ------------------------------------- maintain in force and pay for any insurance policy or bond which such Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of such Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of such Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of such Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of such Borrower. Borrower Borrowers shall reimburse Agent and Lenders immediately upon demand for all sums paid or advanced on behalf of any Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Borrowers' Obligations.

Performance of Borrowers’ Obligations. If Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of the Loan InstrumentsDocuments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments Documents with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower Borrower's Obligations hereunder or under any of the other Loan InstrumentsDocuments, and (vi) keep fully and perform promptly the obligations of Borrower Borrower's Obligations with respect to any issue of Indebtedness for Borrowed Money Debt secured by a Permitted Prior Lien, then Agent or Lenders Lender may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent and Lenders Lender immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders Lender in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders Lender at the Default Rate. All such sums advanced by Agent and LendersLender, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

Performance of Borrowers’ Obligations. If Borrower or any of its Subsidiaries fails to (i) maintain in force and pay for any insurance policy or bond which Borrower such Person is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower such Person to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower such Person hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower such Person with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrowersuch Person. Borrower shall reimburse Agent and Lenders immediately upon demand for all reasonable sums paid or advanced on behalf of Borrower for any such purpose, together with reasonable and/or necessary costs and expenses (including reasonable attorney's attorneys' fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

Performance of Borrowers’ Obligations. If Borrower or Guarantor fails to (i) maintain in force and pay for any insurance policy or bond which Borrower or Guarantor is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower or Guarantor to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower or Guarantor hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders Lender may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of BorrowerBorrower or Guarantor. Borrower shall reimburse Agent and Lenders Lender immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders Lender in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders Lender shall be calculated at the Default Rate. All such sums advanced by Agent and LendersLender, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.