Arizona Provisions Clause Samples

Arizona Provisions. Anything to the contrary herein or elsewhere notwithstanding, in no event shall Borrower have any liability or other obligation under or with respect to the Sponsor Guaranty, the Equity Owner Guaranty or the Borrower GP Guaranty. The following Arizona provision does not limit the express choice of New York law as set forth in Section 10.3 of this Agreement and the other Loan Documents. If and to the extent that, notwithstanding the choice of law provisions contained in this Agreement and the other Loan Documents, Arizona law is held to govern this Agreement, any Mortgage Document encumbering a Property located in Arizona or any other Loan Document:

Arizona Provisions. Section 10.32 California Provisions Section 10.33 Florida Provision Section 10.34 Georgia Provision Section 10.35 Nevada Provisions Section 10.36 North Carolina Provision Section 10.37 South Carolina Provisions Section 10.38 Washington Provisions Schedule I.A. Closing Date Properties Schedule Schedule I.B. Form of Quarterly Properties Schedule Schedule I.C. Reserved Schedule I.D. Form of Quarterly Investor Rollup Report Schedule II Organizational Chart Schedule III Exceptions to Representations and Warranties Schedule IV Definition of Special Purpose Bankruptcy Remote Entity Schedule V Allocated Loan Amount Schedule VI Qualified Title Insurance Companies Schedule VII Chief Executive Office, Prior Names and Employer Identification Number Schedule VIII Securities Schedule IX Midland Loan Services - IH 2018-3 CMBS Asset Management Fees Schedule X Periodic Rating Agency Information Schedule XI Vacant Properties Schedule XII Specified Liens Schedule XIII Security Deposit Accounts Schedule XIV Nevada HOA Schedule Schedule XV Applicable HOA Properties Schedule XVI Previously-Owned Properties Exhibit A Form of Cash Management Agreement Exhibit B Form of Deposit Account Control Agreement Exhibit C Form of Compliance Certificate Exhibit D Form of Tenant Direction Letter Exhibit E Request for Release Exhibit F-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit F-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit F-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit F-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit G Form of Closing Date GRC Certificate Exhibit H Form of Closing Date OSN Certificate Exhibit I Form of Certificate of Merger THIS LOAN AGREEMENT, dated as of June 28, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, authorized by the New York Department of Financial Services, having an address at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (together with its successors and assigns, collectively, “Lender”) and 2018-3 IH BORROWER LP, a Delaware limited partnership, having an address at c...

Arizona Provisions. The following Arizona provisions are not intended to, and do not, limit the express choice of New York law set forth in Section 10.12 of this Agreement and as set forth in the other Loan Documents, and are set forth herein, if and to the extent that, notwithstanding the choice of law provisions contained in this Agreement and the other Loan Documents, Arizona law is held to govern any Mortgage encumbering a Property located in Arizona or any other Loan Document. Each Loan Party hereby expressly waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor, including, without limitation, the benefits of Arizona Revised Statutes Sections 12-1641 through 12-1646 and Rule 17(f) of the Arizona Rules of Civil Procedure, and the benefits, if any, of Arizona Revised Statutes Section 33-814, in each case as amended, and any successor statutes or rules, or any similar statute.

Arizona Provisions. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives, to the extent permitted by law, (i) the benefits of any statutory or other provision limiting the liability of a surety, including without limitation, any and all rights and defenses which might otherwise be available to Guarantor under Arizona Revised Statutes Section 12-1641 et seq. and Rule 17(f) of the Arizona Rules of Civil Procedure; and (b) the benefits of any statutory provision limiting the right of Lenders or Agent to recover a deficiency judgment, or to otherwise proceed against any person or entity obligated for payment of the indebtedness, after any foreclosure or trustee's sale of any security for the indebtedness, including without limitation the benefits to Guarantor of Arizona Revised Statutes Sections 33-814 and 12-1566.

Arizona Provisions. Section 10.32 California Provisions Section 10.33 Colorado Provision Section 10.34 Florida Provision Section 10.35 Georgia Provision Section 10.36 Nevada Provisions Section 10.37 North Carolina Provision Section 10.38 Texas Provisions THIS LOAN AGREEMENT, dated as of June 7, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between ROTHESAY LIFE PLC, a public limited company registered in England and Wales, having an address at The Leadenhall Building, Level 25, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, in its capacity as a lender (together with its successors and assigns, and the other persons from time to time party hereto as lenders, individually or collectively, as the context may require, “Lender”), 2019-1 IH BORROWER LP, a Delaware limited partnership, having an address at c/o Invitation Homes, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (together with its permitted successors and assigns, collectively, “Borrower”), ROTHESAY LIFE PLC, a public limited company registered in England and Wales, having an address at The Leadenhall Building, Level 25, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, in its capacity as administrative agent (together with its successors and assigns, collectively, “Administrative Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as collateral agent (together with its successors and assigns, collectively, “Collateral Agent”). All capitalized terms used herein shall have the respective meanings set forth in Article 1 hereof.

Arizona Provisions. Seller shall within fifteen (15) days following the Closing (or sooner if required by law) file with ADOR all final tax returns for all transaction privilege (sales) taxes, excise taxes, use taxes, and other taxes arising from transactions occurring prior to or on the Closing, including any transaction privilege tax arising from the sale of the Property pursuant to this Agreement and owed by Seller under the speculative builder classification or owner-builder classification under Scottsdale Revised Code, Appendix C, Article IV,§§ 416 and 417, as applicable. Seller will indemnify, defend and hold harmless Purchaser and its affiliates from any and all losses, costs, charges or other liabilities relating to a breach of any of the covenants and agreements set forth in this Section 12.9, including, without limitation, as a result of Seller’s failure to pay any amounts that may be due hereunder. The terms and provisions of this Section 12.9 shall survive the Closing.

Arizona Provisions