Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 9 contracts
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 6 contracts
Samples: Open End Mortgage, Security Agreement, Financing Statement and Assignment of Rents (Ashford Hospitality Prime, Inc.), Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Open End Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property Projects or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Projects or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises Projects or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General PartnerSole Member, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower Sole Member or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower (except to the extent that such default or failure on the part of Lender is as a result of Lender’s refusal to release funds from any Escrow Account in contravention of the terms and provisions of this Agreement and the other Cross-collateralized BorrowerLoan Documents); or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 3 contracts
Samples: Loan Agreement (Mack Cali Realty Corp), Loan Agreement (Mack Cali Realty Corp), Loan Agreement (Mack Cali Realty L P)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 3 contracts
Samples: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 2 contracts
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Lightstone Value Plus Real Estate Investment Trust, Inc.), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Intermediate Mez Borrower, Senior Mez Borrower, Borrower, Operating Tenant, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Intermediate Mez Borrower, Senior Mez Borrower, Operating Tenant, Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged The Borrowers assume all risks in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive connection with the business, prospect, profits, operations or condition (financial or otherwise) Letters of BorrowerCredit. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder The Borrowers' obligations under this Section 2.8 shall be paid without notice absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or demandany condition precedent whatsoever or any setoff, counterclaim, set-off, deduction counterclaim or defense to payment which any Borrower may have or have had against the Agent, the Issuing Bank or any Lender or any beneficiary of a Letter of Credit. The Borrowers also agree that the Agent, the Issuing Bank and without abatement, suspension, deferment, diminution or reductionany other Lender shall not be responsible for, and the obligations and liabilities Borrowers' LC Draw Obligations shall not be affected by, among other things, (i) the validity, genuineness or enforceability of Borrower hereunder shall documents or of any endorsements thereon, even if such documents should in no way fact prove to be releasedin any or all respects invalid, dischargedinsufficient (provided all such documents conform on their face), fraudulent or forged, or otherwise affected (except as expressly provided herein) by reason of: (aii) any damage to dispute between or destruction among any Borrower, any of its Subsidiaries, the beneficiary of any Letter of Credit or any Taking financing institution or other party to which any Letter of the Property Credit may be transferred or any portion thereof claims or defenses whatsoever of any Borrower or any of its Subsidiaries against the beneficiary of any Letter of Credit or any such transferee. The Agent, the Issuing Bank and any other Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrowers agree that any action taken or omitted by the Agent, the Issuing Bank or any other Cross-collateralized Property; (b) any restriction Lender under or prevention in connection with each Letter of or interference with any use of Credit and the Property or any portion thereof related drafts and documents, if done in good faith, shall be binding upon the Borrowers and shall not subject the Agent, the Issuing Bank or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar liability to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoingBorrowers.
Appears in 2 contracts
Samples: Credit Agreement (Star Buffet Inc), Credit Agreement (Jerrys Famous Deli Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Borrower, Operating Tenant, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Operating Tenant, Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in expressly permitted by the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Mortgaged Property or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Mortgaged Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General Partnergeneral partner of Borrower, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Deed of Trust or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partnergeneral partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim presently known to Borrower which Borrower has or might have against LenderLender or Trustee; (f) any default or failure on the part of Lender or Trustee prior to the date hereof to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as expressly provided herein, whether Borrower waives all rights now or not Borrower shall have notice hereafter conferred by statute or knowledge otherwise to any abatement, suspension, deferment, diminution or reduction of any of the foregoingsum secured hereby and payable by Borrower.
Appears in 2 contracts
Samples: Deed of Trust and Security Agreement (Felcor Lodging Trust Inc), Deed of Trust and Security Agreement (Felcor Lodging Trust Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Senior Mez Borrower, Borrower, Operating Tenant, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Senior Mez Borrower, Operating Tenant, Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all All sums payable by Borrower hereunder shall be paid without notice or notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General PartnerPrincipal, any Indemnitor or any guarantor general partner, manager or indemnitormanaging member of Borrower, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower Borrower, any Principal, any Indemnitor or any other Cross-collateralized Borrower general partner, manager or any such General Partner, guarantor or indemnitormanaging member of Borrower, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Borrower.
Appears in 2 contracts
Samples: Loan Agreement (RREEF Property Trust, Inc.), Loan Agreement (Strategic Hotels & Resorts, Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all All sums payable by Borrower hereunder shall be paid without notice or (except as otherwise expressly provided), demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General PartnerPrincipal, any Indemnitor or any guarantor general partner, manager or indemnitormanaging member of Borrower, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower Borrower, any Principal, any Indemnitor or any other Cross-collateralized Borrower general partner, manager or any such General Partner, guarantor or indemnitormanaging member of Borrower, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; or (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any other Cross-collateralized Borrower; abatement, suspension, deferment, diminution or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge reduction of any of the foregoingsum secured hereby and payable by Borrower.
Appears in 2 contracts
Samples: Master Loan Agreement (Trinity Place Holdings Inc.), Master Loan Agreement (Trinity Place Holdings Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Borrower or any such General Partner, guarantor Partner or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all All sums payable by Borrower hereunder shall be paid without notice or notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General PartnerPrincipal, any Indemnitor or any guarantor general partner, manager or indemnitormanaging member of Borrower, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower Borrower, any Principal, any Indemnitor or any other Cross-collateralized Borrower general partner, manager or any such General Partner, guarantor or indemnitormanaging member of Borrower, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Kilroy Realty, L.P.), Loan Agreement (Kilroy Realty, L.P.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Pebblebrook Hotel Trust)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged The Borrowers assume all risks in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive connection with the business, prospect, profits, operations or condition (financial or otherwise) Letters of BorrowerCredit. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder The Borrowers' obligations under this Section 2.8 shall be paid without notice absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or demandany condition precedent whatsoever or any setoff, counterclaim, set-off, deduction counterclaim or defense and without abatement, suspension, deferment, diminution to payment which any Borrower may have or reductionhave had against the Lender or any beneficiary of a Letter of Credit. The Borrowers also agree that the Lender shall not be responsible for, and the obligations and liabilities Borrowers' LC Draw Obligations shall not be affected by, among other things, (i) the validity, genuineness or enforceability of Borrower hereunder shall documents or of any endorsements thereon, even if such documents should in no way fact prove to be releasedin any or all respects invalid, dischargedinsufficient (provided all such documents conform on their face), fraudulent or forged, or otherwise affected (except as expressly provided herein) by reason of: (aii) any damage to dispute between or destruction of or among any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partnerof its Subsidiaries, the beneficiary of any Letter of Credit or any guarantor financing institution or indemnitorother party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of any Borrower or any of its Subsidiaries against the beneficiary of any Letter of Credit or any such transferee. The Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrowers agree that any action taken or omitted to be taken by the Lender under or in connection with respect to this Security Instrument each Letter of Credit and the related drafts and documents, if done in good faith without gross negligence or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partnerwillful misconduct, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on shall be binding upon the part of Borrowers and shall not subject the Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoingliability.
Appears in 1 contract
Samples: Credit Agreement (New World Coffee Manhattan Bagel Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as expressly set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking taking of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises Property or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partnergeneral partner, member, or shareholder, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partnergeneral partner, member, shareholder, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement and Fixture Filing (Kilroy Realty, L.P.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates The obligations of Lender are engaged the Borrowers under this Agreement in the business respect of financing, owning, operating, leasing, managingany Letter of Credit and under any other agreement or instrument relating to any Letter of Credit shall be unconditional and irrevocable, and brokering real estate and shall be paid strictly in other business ventures which may be viewed as adverse to or competitive accordance with the businessterms of this Agreement and such other agreement or instrument under all circumstances, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in extent permitted by law, including the following circumstances:
(a) any lack of validity or enforceability of any of the Loan Documents, or any other instrument, document or agreement relating to the transactions that are the subject thereof;
(b) any change in the time, manner or place of payment of, or in any other term of, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaimany of the obligations of the Borrowers in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of the Loan Documents;
(c) the existence of any claim, set-off, deduction defense or defense and without abatement, suspension, deferment, diminution or reduction, and other right that the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) Borrowers may have at any damage to or destruction of time against any beneficiary or any Taking transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any of the Property or any portion thereof Lenders, the Issuing Bank, the Administrative Agent, or any other Cross-collateralized Property; (b) any restriction Person, whether in connection with the Loan Documents, or prevention of the transactions contemplated hereby or interference with any use of by the Property other Loan Documents or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; unrelated transaction;
(d) any bankruptcy proceeding relating to Borrowerdraft, statement or other document presented under or in connection with any General PartnerLetter of Credit, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by proving to be forged, fraudulent, invalid or insufficient in any trustee or receiver of Borrower respect or any other Cross-collateralized Borrower statement therein being untrue or any such General Partner, guarantor or indemnitor, or by any court, inaccurate in any such proceeding; respect;
(e) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit, except for any claim which Borrower has such payment resulting from the Issuing Bank's gross negligence or might have against Lender; willful misconduct;
(f) any default or failure on consequences arising from causes beyond the part of Lender to perform or comply with any control of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized BorrowerIssuing Bank; or and
(g) any other occurrence circumstances or happening whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers. . No action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit or the related applications, agreements or certificates, if taken or omitted in good faith and not as a result of gross negligence or willful misconduct on the part of the Issuing Bank, shall put the Administrative Agent, the Issuing Bank or any Lender under any resulting liability to the Borrowers.
Appears in 1 contract
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged The Borrowers assume all risks in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive connection with the business, prospect, profits, operations or condition (financial or otherwise) Letters of BorrowerCredit. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder The Borrowers' obligations under this Section 2.8 shall be paid without notice absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or demandany condition precedent whatsoever or any setoff, counterclaim, set-off, deduction counterclaim or defense and without abatement, suspension, deferment, diminution to payment which any Borrower may have or reductionhave had against the Lender or any beneficiary of a Letter of Credit. The Borrowers also agree that the Lender shall not be responsible for, and the obligations and liabilities Borrowers' LC Draw Obligations shall not be affected by, among other things, (i) the validity, genuineness or enforceability of Borrower hereunder shall documents or of any endorsements thereon, even if such documents should in no way fact prove to be releasedin any or all respects invalid, dischargedinsufficient (provided all such documents conform on their face), fraudulent or forged, or otherwise affected (except as expressly provided herein) by reason of: (aii) any damage to dispute between or destruction of or among any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partnerof its Subsidiaries, the beneficiary of any Letter of Credit or any guarantor financing institution or indemnitorother party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of any Borrower or any of its Subsidiaries against the beneficiary of any Letter of Credit or any such transferee. The Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Borrowers agree that any action taken or omitted to be taken by the Lender under or in connection with respect to this Security Instrument or any other Loan Document by any trustee or receiver each Letter of Borrower or any other Cross-collateralized Borrower or any such General PartnerCredit and the related drafts and documents, guarantor or indemnitorif done in good faith without gross negligence, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on shall be binding upon the part of Borrowers and shall not subject the Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoingliability.
Appears in 1 contract
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in expressly permitted by the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Mortgaged Property or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Mortgaged Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General Partnergeneral partner of Borrower, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Deed of Trust or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partnergeneral partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim presently known to Borrower which Borrower has or might have against LenderLender or Trustee; (f) any default or failure on the part of Lender or Trustee prior to the date hereof to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.. Except as expressly provided herein,
Appears in 1 contract
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General PartnerPmtner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.. 104
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Pebblebrook Hotel Trust)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or 113 reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized BorrowerProperty; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (CNL Hotels & Resorts, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that The obligations of the Borrowers under this Section 2.1.1(d) are irrevocable, will remain in full force and effect until the Issuing Lender and/or certain Affiliates and Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Lender are engaged in the business of financingCredit, owningshall be absolute and unconditional, operatingshall not be subject to counterclaim, leasing, managing, setoff or other defense or any other qualification or exception whatsoever and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice in accordance with the terms and conditions of this Agreement under all circumstances, including, any of the following circumstances, except where caused by the gross negligence or demandwillful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction:
(A) Any lack of validity or enforceability of this Agreement, counterclaimany of the other Loan Documents or any documents or instruments relating to any Letter of Credit;
(B) Any change in the time, set-offmanner or place of payment of, deduction or defense and without abatementin any other term of, suspension, deferment, diminution all or reduction, and any of the obligations and liabilities in respect of Borrower hereunder shall in no way be releasedany Letter of Credit or any other amendment, discharged, modification or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction waiver of or any Taking consent to or departure from any Letter of the Property Credit, any documents or instruments relating thereto, or any portion thereof Loan Document in each case whether or not any Loan Party or any Subsidiary of any Loan Party has notice or knowledge thereof;
(C) The existence of any claim, setoff, defense or other right that any Loan Party or any Subsidiary of any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Lender, any Lender, or any other Cross-collateralized Property; (b) Person, whether in connection with this Agreement, any restriction or prevention other Loan Document, any Letter of or interference with any use of Credit, the Property or any portion thereof transactions contemplated hereby or any other Cross-collateralized Property; related or unrelated transaction or transactions (c) including any title defect or encumbrance underlying transaction between any Loan Party or any eviction from Subsidiary of any Loan Party and the Premises beneficiary named in any such Letter of Credit);
(D) Any draft, certificate or any portion thereof other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, any errors, omissions, interruptions or delays in transmission or delivery of any messages, by title paramount mail, facsimile or otherwise; , or any errors in translation or in interpretation of technical terms;
(dE) Payment under any bankruptcy proceeding relating Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;
(F) Any defense based upon the failure of any drawing under any Letter of Credit to Borrowerconform to the terms of such Letter of Credit (provided, that any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any General Partnernon-application or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit;
(G) The exchange, release, surrender or impairment of any collateral or other security for the obligations;
(H) The occurrence of any Default or Event of Default; or
(I) Any other circumstance or event whatsoever, including, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party, any Subsidiary of any Loan Party or any guarantor or indemnitorother surety. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or Subsidiary of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoingLoan Party.
Appears in 1 contract
Samples: Joinder and Amendment Agreement (CatchMark Timber Trust, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all All sums payable by Borrower hereunder shall be paid without notice or notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Mortgaged Property or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Mortgaged Property or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General Partnergeneral partner of Borrower, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Deed of Trust or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partnergeneral partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against LenderLender or Trustee; (f) any default or failure on the part of Lender or Trustee to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Borrower.
Appears in 1 contract
Samples: Deed of Trust and Security Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges Except for notices required hereunder or by applicable law that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may cannot be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documentswaived, all sums payable by Borrower hereunder shall be paid without notice or notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, any General PartnerPrincipal, any Indemnitor or any guarantor general partner, manager or indemnitormanaging member of Borrower, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower Borrower, any Principal, any Indemnitor or any other Cross-collateralized Borrower general partner, manager or any such General Partner, guarantor or indemnitormanaging member of Borrower, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Borrower. If such defense, counterclaim or setoff is based on a claim which could be tried in an action for money damages, the foregoing waiver shall not bar a separate action for such damage (unless such claim is required by law or applicable rules of procedure to be pleaded in or consolidated with the action initiated by Lender), but such separate action shall not thereafter be consolidated with any foreclosure action by Lender. The bringing of such separate action for money damages shall not be deemed to afford any grounds for staying any such foreclosure action.
Appears in 1 contract
Samples: Loan Agreement (Douglas Emmett Inc)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: ,
(a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Senior Mezz Borrower, Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Senior Mezz Borrower, Borrower or any such General Partner, guarantor Partner or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Morgans Hotel Group Co.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: :
(a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, First Mez Borrower, Second Mez Borrower, Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, First Mez Borrower, Second Mez Borrower, Borrower or any such General Partner, guarantor Partner or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all All sums payable by Borrower hereunder shall be paid without notice or (except as otherwise expressly provided), demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (c)
(A) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwiseotherwise or (B) any title defect or encumbrance affecting the Collateral; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, Mortgage Borrower, Additional Pledgor, any General PartnerPrincipal, any Indemnitor or any guarantor general partner, manager or indemnitormanaging member of Borrower, Mortgage Borrower or Additional Pledgor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower, Mortgage Borrower, Additional Pledgor, any Principal, any Indemnitor or any general partner, manager or managing member of Borrower, Mortgage Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitorAdditional Pledgor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Administrative Agent or Lender; or (f) any default or failure on the part of Administrative Agent or Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any other Cross-collateralized Borrower; abatement, suspension, deferment, diminution or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge reduction of any of the foregoingsum secured hereby and payable by Borrower.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that The obligations of the Borrowers under this Section 2.1.1(d) are irrevocable, will remain in full force and effect until the Issuing Lender and/or certain Affiliates and Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Lender are engaged in the business of financingCredit, owningshall be absolute and unconditional, operatingshall not be subject to counterclaim, leasing, managing, setoff or other defense or any other qualification or exception whatsoever and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice in accordance with the terms and conditions of this Agreement under all circumstances, including, any of the following circumstances, except where caused by the gross negligence or demandwillful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction:
(A) Any lack of validity or enforceability of this Agreement, counterclaimany of the other Loan Documents or any documents or instruments relating to any Letter of Credit;
(B) Any change in the time, set-offmanner or place of payment of, deduction or defense and without abatementin any other term of, suspension, deferment, diminution all or reduction, and any of the obligations and liabilities in respect of Borrower hereunder shall in no way be releasedany Letter of Credit or any other amendment, discharged, modification or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction waiver of or any Taking consent to or departure from any Letter of the Property Credit, any documents or instruments relating thereto, or any portion thereof Loan Document in each case whether or not any Loan Party has notice or knowledge thereof;
(C) The existence of any claim, setoff, defense or other right that any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Lender, any Lender, or any other Cross-collateralized Property; (b) Person, whether in connection with this Agreement, any restriction or prevention other Loan Document, any Letter of or interference with any use of Credit, the Property or any portion thereof transactions contemplated hereby or any other Cross-collateralized Property; related or unrelated transaction or transactions (cincluding any underlying transaction between any Loan Party and the beneficiary named in any such Letter of Credit);
(D) any title defect or encumbrance Any draft, certificate or any eviction from the Premises other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any portion thereof statement therein being untrue or inaccurate in any respect, any errors, omissions, interruptions or delays in transmission or delivery of any messages, by title paramount mail, facsimile or otherwise; , or any errors in translation or in interpretation of technical terms;
(dE) Payment under any bankruptcy proceeding relating Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;
(F) Any defense based upon the failure of any drawing under any Letter of Credit to Borrowerconform to the terms of such Letter of Credit (provided, that any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any General Partnernon-application or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit;
(G) The exchange, release, surrender or impairment of any collateral or other security for the obligations;
(H) The occurrence of any Default or Event of Default; or
(I) Any other circumstance or event whatsoever, including, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any guarantor or indemnitor, or any other surety. Any action taken or omitted to be taken by an Issuing Lender under or in connection with respect to this Security Instrument any Letter of Credit, if taken or any other omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Document by any trustee Parties and shall not create or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, result in any liability of such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure on the part of Issuing Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoingLoan Party.
Appears in 1 contract
Borrower’s Obligations Absolute. The obligation of the Borrower acknowledges that Lender and/or certain Affiliates to pay a Letter of Lender are engaged Credit Issuer for the account of the Lenders, for each Letter of Credit Obligation arising under the Letter of Credit issued by such Letter of Credit Issuer shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive accordance with the businessterms and conditions of this Agreement under all circumstances, prospectincluding, profitswithout limitation, operations the following circumstances:
(i) any lack of validity or condition (financial enforceability of this Agreement or otherwise) any of Borrower. Except as set forth to the contrary in the other Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim;
(ii) the existence of any claim, set-off, deduction defense or defense and without abatement, suspension, deferment, diminution or reduction, and right which the obligations and liabilities Borrower may have at any time against a beneficiary of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction Letter of Credit or any Taking transferee of the Property any Letter of Credit (or any portion thereof person for whom any such transferee may be acting), the Agent, such Letter of Credit Issuer, the Lenders or any other Cross-collateralized Property; Person, whether in connection with this Agreement, any Reimbursement Agreement or any Letter of Credit, the transactions contemplated herein or any unrelated transactions;
(biii) any restriction or prevention of or interference with any use of the Property or any portion thereof draft, certificate or any other Cross-collateralized Property; document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient (cexcept for insufficiencies that are manifest) in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Documents;
(v) any title defect or encumbrance failure of the Agent or any eviction from Letter of Credit Issuer to provide notice to the Premises Borrower of any drawing under any Letter of Credit;
(vi) the occurrence or continuance of any portion thereof by title paramount or otherwiseDefault; or
(dvii) any bankruptcy proceeding relating other reason that is not finally determined by a court of competent jurisdiction to Borrower, any General Partner, have been the result of gross negligence or any guarantor or indemnitor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Lender; (f) any default or failure willful misconduct on the part of Lender to perform or comply with such Letter of Credit Issuer. The foregoing provisions shall not in any of the terms hereof or way act as a waiver of any other agreement with Borrower claim, right, or cause of action which the borrower may have against a beneficiary of any Letter of Credit or any other Cross-collateralized Borrower; transferee of any Letter of Credit (or (g) any other occurrence whatsoeverperson for whom any such transferee may be acting), whether similar or dissimilar to the foregoingarising in connection with this Agreement, whether or not Borrower shall have notice or knowledge and Reimbursement Agreement of any Letter of Credit, the foregoingtransactions contemplated herein, or any unrelated transactions.
Appears in 1 contract
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all All sums payable by Borrower hereunder shall be paid without notice or (except as otherwise expressly provided), demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any Taking condemnation or similar taking of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (b) any restriction or prevention of or interference with any use of the Property Premises or any portion thereof or any other Cross-collateralized Propertythereof; (c)
(A) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwiseotherwise or (B) any title defect or encumbrance affecting the Collateral; (d) any bankruptcy proceeding Bankruptcy Proceeding relating to Borrower, Mortgage Borrower, Mortgage Pledgor, any General PartnerPrincipal, any Indemnitor or any guarantor general partner, manager or indemnitormanaging member of Borrower, Mortgage Borrower or Mortgage Pledgor, or any action taken with respect to this Security Instrument or any other Loan Document by any trustee or receiver of Borrower, Mortgage Borrower, Mortgage Pledgor, any Principal, any Indemnitor or any general partner, manager or managing member of Borrower, Mortgage Borrower or any other Cross-collateralized Borrower or any such General Partner, guarantor or indemnitorMortgage Pledgor, or by any court, in any such proceeding; (e) any claim which Borrower has or might have against Administrative Agent or Lender; or (f) any default or failure on the part of Administrative Agent or Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower. Except as expressly provided herein, Borrower waives all rights now or hereafter conferred by statute or otherwise to any other Cross-collateralized Borrower; abatement, suspension, deferment, diminution or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge reduction of any of the foregoingsum secured hereby and payable by Borrower.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Borrower’s Obligations Absolute. Borrower acknowledges that Lender and/or certain Affiliates of Lender are engaged in the business of financing, owning, operating, leasing, managing, and brokering real estate and in other business ventures which may be viewed as adverse to or competitive with the business, prospect, profits, operations or condition (financial or otherwise) of Borrower. Except as set forth to the contrary in the Loan Documents, all sums payable by Borrower hereunder shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except as expressly provided herein) by reason of: :
(a) any damage to or destruction of or any Taking of the Property or any portion thereof or any other Cross-collateralized Property; (b) any restriction or prevention of or interference with any use of the Property or any portion thereof or any other Cross-collateralized Property; (c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d) any bankruptcy proceeding relating to Owner, Senior Mezz Borrower, Intermediate Mezz Borrower, Borrower, any General Partner, or any guarantor or indemnitor, or any action taken with respect to this Security Instrument Agreement or any other Loan Document by any trustee or receiver of Borrower or any other Cross-collateralized Owner, Senior Mezz Borrower, Intermediate Mezz Borrower, Borrower or any such General Partner, guarantor Partner or indemnitor, or by any court, in any such proceeding; (eb) any claim which Borrower has or might have against Lender; (fc) any default or failure on the part of Lender to perform or comply with any of the terms hereof or of any other agreement with Borrower or any other Cross-collateralized Borrower; or (gd) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Borrower shall have notice or knowledge of any of the foregoing.
Appears in 1 contract
Samples: Loan and Security Agreement (Morgans Hotel Group Co.)
