Compliance with Senior Loan Documents; Lender Cure. Borrower shall cause each applicable Senior Loan Obligor to (i) pay all principal, interest and other sums required to be paid by it under and pursuant to the provisions of the Senior Loan Documents to which it is a party, (ii) diligently perform and observe all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed and observed, unless such performance or observance shall be waived or not required in writing by the relevant Senior Lender, and (iii) promptly notify Lender of the giving of any notice by the applicable Senior Lender to such Senior Loan Party of any default by such Senior Loan Party in the performance or observance of any of the terms, covenants or conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed or observed and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence between such Senior Loan Party and Senior Lender. Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Loan Party from any of its Obligations hereunder and under the other Loan Documents, if there shall occur any default under the Senior Loan Documents or if any Senior Lender asserts that any Senior Loan Party has defaulted in the performance or observance of any term, covenant or condition of any Senior Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not such Senior Lender shall have delivered proper notice to the applicable Senior Loan Party and without regard to any other defenses or offset rights such Senior Loan Party may have against Senior Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand, but shall be under no obligation, (A) to pay all or any part of the Senior Loan that is then due and payable and any other sums and to perform any act or take any action, on behalf of such Senior Loan Obligor, as may be appropriate to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Obligor to be performed or observed thereunder to be promptly performed or observed, and (B) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 10.1 (including Professional Fees), with interest at the Protective Advance Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Security Documents and shall be due and payable to Lender upon demand therefor. Any sums so paid and costs so incurred by Lender shall bear interest at the Protective Advance Default Rate until paid to Lender by Borrower. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, Professional Fees whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to any Loan Party, any Senior Loan Party or any other Person to make any such payment or performance. Borrower shall not, nor shall it permit any Senior Loan Party to, impede, interfere with, hinder or delay any effort or action on the part of Lender to cure any default or asserted default under any Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under any Senior Loan. Any default or breach by any Senior Loan Party under the Senior Loan Documents to which it is a party which is not cured prior to the expiry of any applicable grace, notice or cure period afforded to such Senior Loan Party under such Senior Loan Documents shall constitute an Event of Default under this Agreement, without regard to any subsequent payment or performance of any such obligations by Lender. Each Loan Party hereby grants to Lender and any Person designated by Lender the right to enter upon any Property at any time following the occurrence of any default, or the assertion by any Senior Lender that a default has occurred, under any Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect such Senior Loan Party’s and/or Lender’s interest. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. If any Senior Lender or any Loan Party shall deliver to Lender a copy of any notice of default under any Senior Loan Documents sent by any Senior Lender to a Senior Loan Party, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section. In the event that Lender makes any payment in respect of any Senior Loan, Lender shall be subrogated to all of the rights of such Senior Lender under such Senior Loan Documents, in addition to all other rights Lender may have under the Loan Documents.
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Samples: Loan Agreement (Prime Group Realty Trust), Loan Agreement (Prime Group Realty Trust)
Compliance with Senior Loan Documents; Lender Cure. Except with respect to the Senior Loans and Expanded Properties listed on Schedule 10.5 (but then only if the Section 10.5 Conditions are satisfied), Borrower shall cause each applicable Senior Loan Obligor Party to (i) pay all principal, interest and other sums required to be paid by it under and pursuant to the provisions of the Senior Loan Documents to which it is a party, (ii) diligently perform and observe all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed and observed, unless such performance or observance shall be waived or not required in writing by the relevant Senior Lender, and (iii) promptly notify Lender of the giving of any notice by the applicable Senior Lender to such Senior Loan Party of any default by such Senior Loan Party in the performance or observance of any of the terms, covenants or conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed or observed and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence between such Senior Loan Party and Senior Lender. Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Loan Party from any of its Obligations hereunder and under the other Loan Documents, if there shall occur any default under the Senior Loan Documents or if any Senior Lender asserts that any Senior Loan Party has defaulted in the performance or observance of any term, covenant or condition of any Senior Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not such Senior Lender shall have delivered proper notice to the applicable Senior Loan Party and without regard to any other defenses or offset rights such Senior Loan Party may have against Senior Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand, but shall be under no obligation, (A) to pay all or any part of the Senior Loan (other than those loans listed on Schedule 10.5, if and only if, however, the Section 10.5 Conditions are satisfied) that is then due and payable and any other sums and to perform any act or take any action, on behalf of such Senior Loan Obligor, as may be appropriate to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Obligor to be performed or observed thereunder to be promptly performed or observed, and (B) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 10.1 (including Professional Fees), with interest at the Protective Advance Default Payoff Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Security Documents and shall be due and payable to Lender upon demand therefor. Any sums so paid and costs so incurred by Lender shall bear interest at the Protective Advance Default Payoff Rate until paid to Lender by Borrower. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, Professional Fees whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to any Loan Party, any Senior Loan Party or any other Person to make any such payment or performance. Borrower shall not, nor shall it permit any Senior Loan Party to, impede, interfere with, hinder or delay any effort or action on the part of Lender to cure any default or asserted default under any Senior Loan, or to otherwise protect or preserve Lender’s 's interests in the Loan and the Collateral following a default or asserted default under any Senior Loan. Any default or breach by any Senior Loan Party under the Senior Loan Documents to which it is a party which is not cured prior to the expiry of any applicable grace, notice or cure period afforded to such Senior Loan Party under such Senior Loan Documents shall constitute an Event of Default under this Agreement, without regard to any subsequent payment or performance of any such obligations by Lender. Each Loan Party hereby grants grants, and shall cause each Senior Loan Party to grant to, Lender and any Person designated by Lender the right to enter upon any Expanded Property at any time following the occurrence of any default, or the assertion by any Senior Lender that a default has occurred, under any Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect such Senior Loan Party’s 's and/or Lender’s 's interest. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. If any Senior Lender or any Loan Party shall deliver to Lender a copy of any notice of default under any Senior Loan Documents sent by any Senior Lender to a Senior Loan Party, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s 's making the Loan, Borrower hereby hereby, and shall cause each Senior Loan Party to, absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s 's exercise of its rights and remedies provided in this Section. In the event that Lender makes any payment in respect of any Senior Loan, Lender shall be subrogated to all of the rights of such Senior Lender under such Senior Loan Documents, in addition to all other rights Lender may have under the Loan Documents.
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Compliance with Senior Loan Documents; Lender Cure. Except with respect to the Senior Loans and Expanded Properties listed on Schedule 10.5 (but then only if the Section 10.5 Conditions are satisfied), Borrower shall cause each applicable Senior Loan Obligor Party to (i) pay all principal, interest and other sums required to be paid by it under and pursuant to the provisions of the Senior Loan Documents to which it is a party, (ii) diligently perform and observe all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed and observed, unless such performance or observance shall be waived or not required in writing by the relevant Senior Lender, and (iii) promptly notify Lender of the giving of any notice by the applicable Senior Lender to such Senior Loan Party of any default by such Senior Loan Party in the performance or observance of any of the terms, covenants or conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed or observed and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence between such Senior Loan Party and Senior Lender. Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Loan Party from any of its Obligations hereunder and under the other Loan Documents, if there shall occur any default under the Senior Loan Documents or if any Senior Lender asserts that any Senior Loan Party has defaulted in the performance or observance of any term, covenant or condition of any Senior Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not such Senior Lender shall have delivered proper notice to the applicable Senior Loan Party and without regard to any other defenses or offset rights such Senior Loan Party may have against Senior Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand, but shall be under no obligation, (A) to pay all or any part of the Senior Loan (other than those loans listed on Schedule 10.5, if and only if, however, the Section 10.5 Conditions are satisfied) that is then due and payable and any other sums and to perform any act or take any action, on behalf of such Senior Loan Obligor, as may be appropriate to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Obligor to be performed or observed thereunder to be promptly performed or observed, and (B) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 10.1 (including Professional Fees), with interest at the Protective Advance Default Payoff Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Security Documents and shall be due and payable to Lender upon demand therefor. Any sums so paid and costs so incurred by Lender shall bear interest at the Protective Advance Default Payoff Rate until paid to Lender by Borrower. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of ...........................73 10.1 action, judgments, suits, claims, demands, costs, expenses (including, without limitation, Professional Fees whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to any Loan Party, any Senior Loan Party or any other Person to make any such payment or performance. Borrower shall not, nor shall it permit any Senior Loan Party to, impede, interfere with, hinder or delay any effort or action on the part of Lender to cure any default or asserted default under any Senior Loan, or to otherwise protect or preserve Lender’s 's interests in the Loan and the Collateral following a default or asserted default under any Senior Loan. Any default or breach by any Senior Loan Party under the Senior Loan Documents to which it is a party which is not cured prior to the expiry of any applicable grace, notice or cure period afforded to such Senior Loan Party under such Senior Loan Documents shall constitute an Event of Default under this Agreement, without regard to any subsequent payment or performance of any such obligations by Lender. Each Loan Party hereby grants grants, and shall cause each Senior Loan Party to grant to, Lender and any Person designated by Lender the right to enter upon any Expanded Property at any time following the occurrence of any default, or the assertion by any Senior Lender that a default has occurred, under any Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect such Senior Loan Party’s 's and/or Lender’s 's interest. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. If any Senior Lender or any Loan Party shall deliver to Lender a copy of any notice of default under any Senior Loan Documents sent by any Senior Lender to a Senior Loan Party, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s 's making the Loan, Borrower hereby hereby, and shall cause each Senior Loan Party to, absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s 's exercise of its rights and remedies provided in this Section. In the event that Lender makes any payment in respect of any Senior Loan, Lender shall be subrogated to all of the rights of such Senior Lender under such Senior Loan Documents, in addition to all other rights Lender may have under the Loan Documents.................................................................74 10.2
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Compliance with Senior Loan Documents; Lender Cure. Borrower shall cause each applicable the Senior Loan Obligor to (i) pay all principal, interest and other sums required to be paid by it under and pursuant to the provisions of the Senior Loan Documents to which it is a party, (ii) diligently perform and observe all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Party to be performed and observed, unless such performance or observance shall be waived or not required in writing by the relevant Senior Lender, and (iii) promptly notify Lender of the giving of any notice by the applicable Senior Lender to such Senior Loan Party Obligor of any default by such Senior Loan Party Obligor in the performance or observance of any of the terms, covenants or conditions of the Senior Loan Documents on the part of such Senior Loan Party Obligor to be performed or observed and deliver to Lender a true copy of each such notice, together with any other consents, notices, requests or other written correspondence between such Senior Loan Party Obligor and the Senior Lender. Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Loan Party Obligor from any of its Obligations hereunder and under the other Loan Documents, if there shall occur any default under the Senior Loan Documents or if any the Senior Lender asserts that any the Senior Loan Party Obligor has defaulted in the performance or observance of any term, covenant or condition of any Senior Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not such the Senior Lender shall have delivered proper notice to the applicable Senior Loan Party Obligor and without regard to any other defenses or offset rights such Senior Loan Party Obligor may have against the Senior Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand, but shall be under no obligation, (A) to pay all or any part of the Senior Loan that is then due and payable and any other sums and to perform any act or take any action, on behalf of such Senior Loan Obligor, as may be appropriate to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of such Senior Loan Obligor to be performed or observed thereunder to be promptly performed or observed, and (B) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 10.1 (including Professional Fees), with interest at the Protective Advance Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Security Documents and shall be due and payable to Lender upon demand therefor. Any sums so paid and costs so incurred by Lender shall bear interest at the Protective Advance Default Rate until paid to Lender by Borrower. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, Professional Fees whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to any Loan Party, any the Senior Loan Party Obligor or any other Person to make any such payment or performance. Borrower shall not, nor shall it permit any Senior Loan Party to, impede, interfere with, hinder or delay any effort or action on the part of Lender to cure any default or asserted default under any Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under any Senior Loan. Any default or breach by any Senior Loan Party under the Senior Loan Documents to which it is a party which is not cured prior to the expiry of any applicable grace, notice or cure period afforded to such Senior Loan Party under such Senior Loan Documents shall constitute an Event of Default under this Agreement, without regard to any subsequent payment or performance of any such obligations by Lender. Each Loan Party hereby grants to Lender and any Person designated by Lender the right to enter upon any Property at any time following the occurrence of any default, or the assertion by any Senior Lender that a default has occurred, under any Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect such Senior Loan Party’s and/or Lender’s interest. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. If any Senior Lender or any Loan Party shall deliver to Lender a copy of any notice of default under any Senior Loan Documents sent by any Senior Lender to a Senior Loan Party, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section. In the event that Lender makes any payment in respect of any Senior Loan, Lender shall be subrogated to all of the rights of such Senior Lender under such Senior Loan Documents, in addition to all other rights Lender may have under the Loan Documents.or
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