Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are made a party to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property by Mortgagor, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' fees and expenses incurred by them, whether or not an action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity. (b) Mortgagor waives any and all right to claim or recover against Mortgagee or any Lender, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage. (c) All sums payable by Mortgagor pursuant to this Mortgage must be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any Lender, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.
Appears in 2 contracts
Samples: Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (KBS Real Estate Investment Trust II, Inc.), Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (KBS Real Estate Investment Trust II, Inc.)
Indemnification; Subrogation; Waiver of Offset. (a) Mortgagor shall indemnify, defend and hold Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the Loan, and (ii) against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs, and expenses (including its reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be imposed on or incurred by Mortgagee at any time pursuant either to a judgement or decree or other order entered into by a court or administrative agency or to a settlement reasonably approved by Mortgagor, which judgment, decree, order or settlement relates in any way to or arises out of the offer, sale or lease of the Mortgaged Property and/or the ownership, use, occupation or operation of any portion of the Mortgaged Property, unless such judgment or decree arises from Mortgagee's negligence after Mortgage takes control of the Mortgaged Property.
(b) If Mortgagee or any Lenders are is made a party defendant to any litigation concerning the NotesLoan instituted by an individual or entity not party to the Loan Documents, this Mortgage, the other Deeds of TrustMortgaged Property, any of the Loan Documents, the Mortgaged Property or any part thereof thereof, or any interest therein, or the occupancy of the Mortgaged Property by Mortgagorthereof, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or to prosecute any breach by Mortgagor of any of the terms hereof or to recover any sum secured hereby, Mortgagor will shall pay to Mortgagee such reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses so incurred. The right to such attorneys fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not be obligated such action is prosecuted to indemnifyjudgment. If Mortgagor breaches any term of this Mortgage, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor by reason of its such breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(bc) A waiver of subrogation shall be obtained by Mortgagor from its insurance carrier and, consequently, Mortgagor waives any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(cd) All sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid without noticenotice (except as may otherwise be provided herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Mortgaged Property or the Improvements or any part thereof by title paramount superior or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, or other like proceeding relating to Mortgagee or any LenderMortgagee, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has has, or might have have, against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; , whether or not Mortgagor has shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution diminution, or reduction of any sum secured hereby and payable by Mortgagor.
Appears in 2 contracts
Samples: Mortgage and Security Agreement (United Shields Corp/Oh/), Mortgage and Security Agreement (United Shields Corp/Oh/)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are made a party to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property by Mortgagor, then Mortgagor Grantor shall indemnify, defend and hold Mortgagee Trustee and such Lenders Beneficiary harmless from any and all loss, costs, damages, expenses and liability incurred by reason Beneficiary or Trustee in connection with this Deed of said litigationTrust, including reasonable all attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of Trustee or Beneficiary, except to the extent any such litigationloss, whether cost, damage, expense or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless liability results from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee the Trustee and/or Beneficiary. If Beneficiary or Trustee commences an action against Grantor to enforce any of the terms hereof or for the recovery of any sum secured hereby, Grantor shall pay all attorneys' fees and expenses incurred by Beneficiary or Trustee in connection therewith, and the right to such Lendersattorney's fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. Mortgagee and such Lenders Upon an Event of Default, Beneficiary may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagoran Event of Default, Mortgagor Grantor shall pay Mortgagee and such Lenders all reasonable attorneys' fees and expenses incurred by themBeneficiary, whether or not an action is actually commenced against Mortgagor Grantor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnityan Event of Default.
(b) Mortgagor waives any and all right to claim or recover against Mortgagee or any Lender, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(c) All sums payable by Mortgagor pursuant to this Mortgage must Grantor hereunder, under the Credit Agreement and under the other Loan Documents shall be paid without notice, demand, counterclaim, setoffset-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Grantor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Estate or any part thereof; , (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Estate or any part thereof; thereof unless caused unlawfully by Beneficiary, (iii) any title defect or encumbrance or any eviction from the Premises Mortgaged Estate or any part thereof by title paramount or otherwise; , (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderGrantor, or any action taken with respect to this Mortgage Deed of Trust by any trustee or receiver of MortgageeGrantor, or by any court, in any such proceeding; , or (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; foregoing whether or not Mortgagor has Grantor shall have notice or knowledge of any of the foregoing. Except as expressly provided hereinTo the extent permitted by law, Mortgagor Grantor 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 Mortgagorhereby.
Appears in 1 contract
Samples: Deed of Trust and Security Agreement (Texfi Industries Inc)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are Subject to the indemnification obligations of the Beneficiary contained in the APSA, if Beneficiary is made a party defendant to any litigation concerning this Deed of Trust or the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property Trust Estate or any part thereof or interest therein, or the occupancy of the Mortgaged Property thereof by MortgagorBorrower, then Mortgagor Borrower shall indemnify, defend and hold Mortgagee and such Lenders Beneficiary harmless from all liability by reason of said litigation, including reasonable attorneys' attorney fees and expenses incurred by Mortgagee and such Lenders as a result of Beneficiary in any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated If Beneficiary commences an action against Borrower to indemnify, defend and hold Mortgagee and such Lenders harmless from enforce any claims which arise solely out of the gross negligence terms hereof or willful misconduct because of Mortgagee the breach by Borrower of any of the terms hereof, or for the recovery of any Secured Obligations, Borrower shall pay to Beneficiary reasonable attorney fees and expenses, and the right to such Lendersattorney fees and expenses shall be deemed to have accrued on the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. Mortgagee and such Lenders If Borrower breaches any term of this Deed of Trust, Beneficiary may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by MortgagorXxxxxxxx, Mortgagor Borrower shall pay Mortgagee and such Lenders Beneficiary reasonable attorneys' attorney fees and expenses incurred by themBeneficiary, whether or not an action is actually commenced against Mortgagor Borrower by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(b) Mortgagor DEED OF TRUST PAGE 5 OF 17 Borrower waives any and all right to claim or recover recovery against Mortgagee or any LenderBeneficiary, its officers, employees, agents and representatives, for loss of or damage to MortgagorBorrower, the Mortgaged PropertyTrust Estate, MortgagorXxxxxxxx's property or the property of others under MortgagorXxxxxxxx's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(c) Deed of Trust. All sums due and payable by Mortgagor pursuant to this Mortgage must Borrower hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Borrower hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Trust Estate or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Trust Estate or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Property or the Improvements or any part thereof by title paramount or otherwise; or (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderBeneficiary, or any action taken with respect to this Mortgage Deed of Trust by any trustee or receiver of MortgageeBeneficiary, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.
Appears in 1 contract
Samples: Deed of Trust (S&W Seed Co)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are is made a party defendant to any litigation concerning this Mortgage or the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property thereof by Mortgagor, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' ’ fees and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or because of the breach by Mortgagor of any of the terms hereof, or for the recovery of any sum secured hereby, Mortgagor will shall pay to Mortgagee, Mortgagee’s reasonable attorneys’ fees and expenses, and the right to such attorneys’ fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not be obligated such action is prosecuted to indemnifyjudgment. If Mortgagor breaches any term of this Mortgage, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' ’ fees and expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.;
(b) Mortgagor waives any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's ’s property or the property of others under Mortgagor's ’s control from any cause insured against or required to be insured against by the provisions of this the Mortgage and Mortgagee waives any and all right to claim or recover against Mortgagor, its officers, employees, agents and representatives, for loss of or damage to Mortgagee, or Mortgagee’s property from any cause insured against or required to be insured against by the provisions of the Mortgage.;
(c) All Except as otherwise provided herein or in any Loan Instruments, all sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will shall in no way be released, released discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Property or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderMortgagor, or any action taken with respect to this Mortgage by any trustee or receiver of MortgageeMortgagor, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.
Appears in 1 contract
Samples: Mortgage (MGP Ingredients Inc)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are made a party to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property by Mortgagor, then Mortgagor The Company shall indemnify, defend and hold Mortgagee harmless against: (i) any and such Lenders all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the loan which is the subject of the Note, and (ii) against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs, and expenses (including its reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be imposed on or incurred by Mortgagee at any time pursuant either to a judgment or decree or other order entered into by a court or administrative agency or to a settlement reasonably approved by the Company, which judgment, decree, order or settlement relates in any way to or arises out of the offer, sale or lease of the Mortgaged Property and/or the ownership, use, occupation or operation of any portion of the Mortgaged Property.
(b) If Mortgagee is made a party defendant to any litigation concerning the transaction which is the subject of the Reimbursement Agreement, this Mortgage, the Mortgaged Property, or any part thereof, or any interest therein, or the occupancy thereof, then the Company shall indemnify, defend and hold Mortgagee harmless from all liability by reason of said litigation, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated If Mortgagee commences an action against the Company to indemnify, defend and hold Mortgagee and such Lenders harmless from enforce any claims which arise solely out of the gross negligence terms hereof or willful misconduct to prosecute any breach by the Company of any of the terms hereof or to recover any sum secured hereby, the Company shall pay to Mortgagee such reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such Lendersaction is prosecuted to judgment. If the Company breaches any term of this Mortgage, Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagorthe Company, Mortgagor the Company shall pay Mortgagee and such Lenders reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor the Company by reason of its such breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(bc) Mortgagor A waiver of subrogation shall be obtained by the Company from its insurance carrier and, consequently, the Company waives any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagorthe Company, the Mortgaged Property, Mortgagorthe Company's property or the property of others under Mortgagorthe Company's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(cd) All sums payable by Mortgagor pursuant to this Mortgage must the Company hereunder shall be paid without noticenotice (except as may otherwise be provided herein), demand, counterclaim, setoffset-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor the Company hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or the Improvements or any part thereof by title paramount superior or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, or other like proceeding relating to Mortgagee or any LenderMortgagee, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has the Company has, or might have have, against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagorthe Company; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; , whether or not Mortgagor has the Company shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor The Company waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution diminution, or reduction of any sum secured hereby and payable by Mortgagorthe Company.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Mechanical Technology Inc)
Indemnification; Subrogation; Waiver of Offset. (aA) If Mortgagee Grantee or any Lenders are Lender is made a party to any litigation instituted by a third party unaffiliated with Grantor concerning the Notes, this Mortgage, the other Deeds of TrustSecurity Deed, any of the other Loan Documents, the Mortgaged Property Collateral or any part thereof or interest therein, or the occupancy of the Mortgaged Property Collateral by MortgagorGrantor (other than litigation arising from the negligence or willful misconduct of Grantee, any Lender or their respective employees, agents and contractors), then Mortgagor Grantor shall indemnify, defend and hold Mortgagee and Grantee, each such Lenders Lender harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses (including the allocated cost of staff counsel) incurred by Mortgagee and such Lenders Grantee or any Lender as a result of any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders Grantee may employ an attorney or attorneys to protect their its rights and the rights of the Lenders hereunder, and in the event of such employment following any breach by MortgagorGrantor, Mortgagor Grantor shall pay Mortgagee and such Lenders Grantee reasonable attorneys' fees and expenses incurred by themGrantee, whether or not an action is actually commenced against Mortgagor Grantor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(bB) Mortgagor Grantor waives any and all right to claim or recover against Mortgagee or any Grantee, each Lender, its the officers, employees, agents and representativesrepresentatives of each of them, for loss of or damage to MortgagorGrantor, the Mortgaged PropertyCollateral, MortgagorGrantor's property or the property of others under MortgagorGrantor's control from any cause insured against or required to be insured against by the provisions of this MortgageSecurity Deed including, without limitation, if caused by negligence.
(cC) All sums payable by Mortgagor Grantor pursuant to this Mortgage must Security Deed shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the Indebtedness, obligations and liabilities of Mortgagor Grantor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided hereinherein or required by law) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Collateral or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Collateral or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderGrantee, or any action taken with respect to this Mortgage Security Deed by any trustee or receiver of MortgageeGrantee, or by any court, in any such proceeding; (v) any claim which Mortgagor Grantor has or might have against Mortgagee Grantee or any Lender; (vi) any default or failure on the part of Mortgagee Grantee or any Lender to perform or comply with any of the terms hereof hereof; or (vii) any default or failure on the part of Grantee or any Lender to perform or comply with any of the terms of any other agreement with MortgagorGrantor; or (viiviii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has Grantor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor Grantor 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 MortgagorGrantor.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are is made a party to any litigation concerning the NotesNote, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property by MortgagorGrantor, then Mortgagor Grantor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' ’ fees and third party expenses actually incurred by Mortgagee and such Lenders as a result of any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor Grantor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such LendersMortgagee. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by MortgagorGrantor, Mortgagor Grantor shall pay Mortgagee and such Lenders reasonable attorneys' ’ fees and third party expenses actually incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor Grantor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Unsecured Environmental Indemnity.
(b) Mortgagor Grantor waives any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to MortgagorGrantor, the Mortgaged Property, Mortgagor's Grantor’s property or the property of others under Mortgagor's Grantor’s control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(c) All Except as otherwise provided herein and/or in any other Loan Documents, all sums payable by Mortgagor Grantor pursuant to this Mortgage must be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Grantor hereunder will in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderMortgagee, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor Grantor has or might have against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with MortgagorGrantor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor Grantor has notice or knowledge of any of the foregoing. Except as expressly provided hereinherein and/or in any other Loan Document, Mortgagor Grantor 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 MortgagorGrantor.
Appears in 1 contract
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are made a party to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property by Mortgagor, then Mortgagor Grantor shall indemnify, defend and hold Mortgagee and such Lenders Beneficiary harmless from any and all loss, costs, damages, expenses and liability incurred by reason of said litigationBeneficiary in connection with this Mortgage, including reasonable all attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of Beneficiary, except to the extent any such litigationloss, whether cost, damage, expense or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless liability results from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee Beneficiary. If Beneficiary commences an action against Grantor to enforce any of the terms hereof or for the recovery of any sum secured hereby, Grantor shall pay all attorneys' fees and expenses incurred by Beneficiary in connection therewith, and the right to such Lendersattorney's fees and expenses shall be deemed to have accrued on the commence ment of such action, and shall be enforceable whether or not such action is prosecuted to judgment. Mortgagee and such Lenders Upon an Event of Default, Beneficiary may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagoran Event of Default, Mortgagor Grantor shall pay Mortgagee and such Lenders reasonable all attorneys' fees and expenses incurred by themBeneficiary, whether or not an action is actually commenced against Mortgagor Grantor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnityan Event of Default.
(b) Mortgagor waives any and all right to claim or recover against Mortgagee or any Lender, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(c) All sums payable by Mortgagor pursuant to this Mortgage must Grantor hereunder, under the Credit Agreement and under the other Loan Documents shall be paid without notice, demand, counterclaim, setoffset-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Grantor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Estate or any part thereof; , (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Estate or any part thereof; thereof unless caused unlawfully by Beneficiary, (iii) any title defect or encumbrance or any eviction from the Premises Mortgaged Estate or any part thereof by title paramount or otherwise; , (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderGrantor, or any action taken with respect to this Mortgage by any trustee or receiver of MortgageeGrantor, or by any court, in any such proceeding; , or (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; foregoing whether or not Mortgagor has Grantor shall have notice or knowledge of any of the foregoing. Except as expressly provided hereinTo the extent permitted by law, Mortgagor Grantor 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 Mortgagorhereby.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Texfi Industries Inc)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are Collateral Agent is made a party to any litigation concerning the NotesDebentures, this Mortgage, the other Deeds of Trust, any of the Loan Transaction Documents, the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property by MortgagorBorrower, then Mortgagor Borrower shall indemnify, defend and hold Mortgagee and such Lenders Collateral Agent harmless from all liability by reason of said litigation, including reasonable attorneys' ’ fees and expenses incurred by Mortgagee and such Lenders Collateral Agent as a result of any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor Borrower will not be obligated to indemnify, defend and hold Mortgagee and such Lenders Collateral Agent harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such LendersCollateral Agent. Mortgagee and such Lenders Collateral Agent may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by MortgagorBorrower, Mortgagor Borrower shall pay Mortgagee and such Lenders Collateral Agent reasonable attorneys' ’ fees and expenses incurred by themCollateral Agent, whether or not an action is actually commenced against Mortgagor Borrower by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnityany Transaction Document that expressly provides that it is unsecured.
(b) Mortgagor Borrower waives any and all right to claim or recover against Mortgagee or any LenderCollateral Agent, its officers, employees, agents and representatives, for loss of or damage to MortgagorBorrower, the Mortgaged Property, Mortgagor's Bxxxxxxx’s property or the property of others under Mortgagor's Borrower’s control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(c) All sums payable by Mortgagor Borrower pursuant to this Mortgage must be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Borrower hereunder will in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderCollateral Agent, or any action taken with respect to this Mortgage by any trustee or receiver of MortgageeCollateral Agent, or by any court, in any such proceeding; (v) any claim which Mortgagor Borrower has or might have against Mortgagee or any LenderCollateral Agent; (vi) any default or failure on the part of Mortgagee or any Lender Collateral Agent to perform or comply with any of the terms hereof or of any other agreement with MortgagorBorrower; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor Borrower has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 MortgagorBorrower.
Appears in 1 contract
Indemnification; Subrogation; Waiver of Offset. (a) If That in the event Mortgagee or any Lenders are is made a party defendant to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, Mortgage or the Mortgaged Property or any part thereof or interest therein, or in the occupancy of thereof by Mortgagor or persons claiming through the Mortgaged Property by Mortgagor, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or because of the breach by Mortgagor of any of the terms hereof, or for the recovery of any sum secured hereby, Mortgagor will shall pay to Mortgagee attorneys' fees and expenses, and the right to such attorneys' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not be obligated such action is prosecuted to indemnifyjudgment. If an Event of Default occurs under this Mortgage, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by MortgagorEvent of Default, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' fees and all other expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(b) Mortgagor waives To waive any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Members, any Guarantor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgagewhatsoever.
(c) All That all sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any Lender, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.,
Appears in 1 contract
Samples: Mortgage and Security Agreement (Starwood Lodging Corp)
Indemnification; Subrogation; Waiver of Offset. (a) Mortgagor shall indemnify, defend and hold Mortgagee harmless against: (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Mortgaged Property or the loan which is the subject of the Note, and (ii) against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs, and expenses (including its reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be imposed on or incurred by Mortgagee at any time pursuant either to a judgment or decree or other order entered into by a court or administrative agency or to a settlement reasonably approved by Mortgagor, which judgment, decree, order or settlement relates in any way to or arises out of the offer, sale or lease of the Mortgaged Property or the ownership, use, occupation or operation of any portion of the Mortgaged Property.
(b) If Mortgagee or any Lenders are is made a party defendant to any litigation concerning the Notesloan which is the subject of the Note, this Mortgage, the other Deeds of TrustMortgaged Property, any of the Loan Documents, the Mortgaged Property or any part thereof thereof, or any interest therein, or the occupancy of the Mortgaged Property by Mortgagorthereof, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or to prosecute any breach by Mortgagor of any of the terms hereof or to recover any sum secured hereby, Mortgagor will shall pay to Mortgagee such reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses. The right to such attorneys fees (together with reasonable appellate counsel fees, if any) and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not be obligated such action is prosecuted to indemnifyjudgment. If Mortgagor breaches any term of this Mortgage, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' fees (together with reasonable appellate counsel fees, if any) and expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor by reason of its such breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(bc) A waiver of subrogation shall be obtained by Mortgagor from its insurance carrier and, consequently, Mortgagor waives any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(cd) All sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid without noticenotice (except as may otherwise be provided herein), demand, counterclaim, setoffset-off, deduction or defense and without abatement, suspension, deferment, diminution suspension or reduction, and the obligations and liabilities of Mortgagor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or the Improvements or any part thereof by title paramount superior or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, or other like proceeding relating to Mortgagee or any LenderMortgagee, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has has, or might have have, against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; , whether or not Mortgagor has shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution suspension or reduction of any sum secured hereby and payable by Mortgagor.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Disc Graphics Inc /De/)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are Beneficiary is made a party defendant to any litigation litigation, commenced by anyone other than Trustor, concerning this Deed of Trust or the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property Trust Estate or any part thereof or interest therein, or the occupancy thereof by Trustor, except in case of fraud, gross negligence or willful misconduct on the Mortgaged Property by Mortgagorpart of Beneficiary, then Mortgagor shall Trustor shall, to the extent permitted by law, indemnify, defend and hold Mortgagee and such Lenders Beneficiary harmless from and against all liability by reason of said litigationlitigation (including any appeals), including reasonable attorneys' ’ fees and expenses incurred by Mortgagee and such Lenders as a result of Beneficiary in any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated If Beneficiary commences an action against Trustor to indemnify, defend and hold Mortgagee and such Lenders harmless from enforce any claims which arise solely out of the gross negligence terms hereof or willful misconduct because of Mortgagee the breach by Trustor of any of the terms hereof, or for the recovery of any sum secured hereby, Trustor shall pay to Beneficiary reasonable attorneys’ fees and expenses actually incurred (including Beneficiary’s attorney’s fees and costs associated with all appeals), and the right to such Lendersattorney’s fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. Mortgagee and such Lenders If Trustor breaches any term of this Deed of Trust, Beneficiary may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by MortgagorTrustor, Mortgagor Trustor shall pay Mortgagee and such Lenders Beneficiary reasonable attorneys' attorney’s fees and expenses incurred by themBeneficiary (including those associated with any appeal), whether or not an action is actually commenced against Mortgagor Trustor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(b) Mortgagor Trustor waives any and all right to claim or recover against Mortgagee or any LenderBeneficiary, its officers, employees, agents and representatives, for loss of or damage to MortgagorTrustor, the Mortgaged PropertyTrust Estate, Mortgagor's Trustor’s property or the property of others under Mortgagor's Trustor’s control from any cause insured against or required to be insured against by the provisions of this MortgageDeed of Trust, unless covered by the fraud, gross negligence or willful misconduct of the Beneficiary.
(c) All sums payable by Mortgagor pursuant to this Mortgage must Trustor hereunder shall be paid without notice, demand, counterclaim, setoff, recoupment, deduction or defense (except payment) and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Trustor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Trust Estate or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Trust Estate or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Property or any part thereof by title paramount or otherwise; (iv) or any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderBeneficiary, or any action taken with respect to this Mortgage Deed of Trust by any trustee or receiver of MortgageeBeneficiary, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has Trustor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.
Appears in 1 contract
Samples: Leasehold Deed of Trust, Assignment of Rents and Security Agreement
Indemnification; Subrogation; Waiver of Offset. (a) A. If Mortgagee or any Lenders are Beneficiary is made a party defendant to any litigation concerning this Deed of Trust or the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property Trust Estate or any part thereof or interest therein, or the occupancy of the Mortgaged Property thereof by MortgagorGrantor, then Mortgagor Grantor shall indemnify, defend defend, and hold Mortgagee and such Lenders Beneficiary harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of Beneficiary in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Beneficiary commences an action against Grantor to enforce any of the terms hereof or because of the breach by Grantor of any of the terms hereof or for the recovery of any sum secured hereby, Mortgagor will not be obligated Grantor shall pay to indemnifyBeneficiary attorneys' fees and expenses, defend and hold Mortgagee and such Lenders harmless from fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such action is prosecuted to judgment. If Grantor breaches any claims which arise solely out term of the gross negligence or willful misconduct this Deed of Mortgagee or such Lenders. Mortgagee and such Lenders Trust, Beneficiary may employ an attorney or attorneys to protect their its rights hereunderhereunder and, and in the event of such employment following any breach by MortgagorXxxxxxx, Mortgagor Grantor shall pay Mortgagee and such Lenders reasonable Beneficiary's attorneys' fees and expenses incurred by themBeneficiary, whether or not an action is actually commenced against Mortgagor Grantor by reason of its such breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(b) Mortgagor B. Grantor waives any and all right to claim or recover against Mortgagee or any LenderBeneficiary, its officers, employees, agents agents, and representatives, for loss of or damage to MortgagorGrantor, the Mortgaged PropertyTrust Estate, MortgagorGrantor's property property, or the property of others under MortgagorGrantor's control from any cause insured against or required to be insured against by the provisions of this MortgageDeed of Trust.
(c) C. All sums payable by Mortgagor pursuant to this Mortgage must Grantor hereunder, and the performance required by Guarantor under the Guaranty and Xxxxxxxxx under the Transactions Documents, shall be paid made and given without notice, demand, counterclaim, setoff, deduction deduction, or defense and without abatement, suspension, deferment, diminution diminution, or reduction, ; and the obligations and liabilities of Mortgagor hereunder will Grantor, Guarantor and Xxxxxxxxx thereunder shall in no way be released, discharged discharged, or otherwise affected (except as expressly provided herein) by reason of: of (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Trust Estate or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Trust Estate or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Property or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, or other like proceeding relating to Mortgagee or any LenderBeneficiary, or any action taken with respect to this Mortgage Deed of Trust by any trustee or receiver of MortgageeBeneficiary, or by any court, in any such proceeding; (v) any claim which Mortgagor has Grantor, Guarantor or Xxxxxxxxx have or might have against Mortgagee or any LenderBeneficiary; (vi) any default or failure on the part of Mortgagee or any Lender Beneficiary to perform or comply with any of the terms hereof or of any other agreement with MortgagorGrantor, Guarantor or Xxxxxxxxx; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; foregoing and whether or not Mortgagor has Grantor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor Grantor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution diminution, or reduction of any sum secured hereby and payable by MortgagorGrantor.
Appears in 1 contract
Samples: Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are is made a party defendant to any litigation concerning this Mortgage or the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, the Mortgaged Property Premises or any part thereof or any interest therein, or the construction, operation or occupancy of the Mortgaged Property thereof by Mortgagor, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said such litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or because of the breach by Mortgagor of any of the terms hereof, or for the recovery of any sum secured hereby, Mortgagor will shall pay to Mortgagee reasonable attorneys' fees and expenses, and the right to such attorneys' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not be obligated such action is prosecuted to indemnifyjudgment. If Mortgagor breaches any term of this Mortgage, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay reimburse Mortgagee and such Lenders for any reasonable attorneys' fees and expenses incurred by them, whether or not an action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(b) Mortgagor waives any and all right to claim or recover against Mortgagee or any Lender, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.
(c) All sums payable by Mortgagor pursuant to this Mortgage must be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any Lender, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.
Appears in 1 contract
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are Lender is made a party to any litigation concerning the NotesNote, this Mortgage, the other Deeds Deed of Trust, any of the Loan Documents, the Mortgaged Property Trust Estate or any part thereof or interest therein, or the occupancy of the Mortgaged Property Trust Estate by MortgagorBorrower, then Mortgagor Borrower shall indemnify, defend and hold Mortgagee and such Lenders Lender harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders Lender as a result of any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor Borrower will not be obligated to indemnify, defend and hold Mortgagee and such Lenders Lender harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such LendersLender. Mortgagee and such Lenders Lender may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by MortgagorBorrower, Mortgagor Borrower shall pay Mortgagee and such Lenders Lender reasonable attorneys' fees and expenses incurred by themLender, whether or not an action is actually commenced against Mortgagor Borrower by reason of its breach. This Section 1.7 will not apply to any matters covered by the Unsecured Environmental Indemnity.
(b) Mortgagor Borrower waives any and all right to claim or recover against Mortgagee or any Lender, its officers, employees, agents and representatives, for loss of or damage to MortgagorBorrower, the Mortgaged PropertyTrust Estate, MortgagorBorrower's property or the property of others under MortgagorBorrower's control from any cause insured against or required to be insured against by the provisions of this MortgageDeed of Trust.
(c) All sums payable by Mortgagor Borrower pursuant to this Mortgage Deed of Trust must be paid as and when due without notice, demandnotice or demand (except as expressly required hereunder), counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Borrower hereunder will in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Trust Estate or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Trust Estate or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any Lender, or any action taken with respect to this Mortgage Deed of Trust by any trustee or receiver of MortgageeLender, or by any court, in any such proceeding; (v) any claim which Mortgagor Borrower has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with MortgagorBorrower; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor Borrower has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 MortgagorBorrower.
Appears in 1 contract
Samples: Deed of Trust (Pro Dex Inc)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee Mortgagee, its officers, employees, agents, or any Lenders representatives, are made a party defendant to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, Mortgage or the Mortgaged Property or any part thereof or interest therein, or the construction, operation, or occupancy of the Mortgaged Property thereof by MortgagorMortgagor or others, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders Mortgagee, its officers, directors, employees, agents, or representatives, harmless from all liability by reason of said litigation, including reasonable attorneys' fees, appraisers' fees and expenses incurred by Mortgagee and such Lenders as a result of Mortgagee, its officers, directors, employees, agents, or representatives, in any such litigation, whether or not any such litigation is prosecuted to judgment. However, If Mortgagee commences an action against Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless from enforce any claims which arise solely out of the gross negligence terms hereof or willful misconduct because of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their rights hereunder, and in the event of such employment following any breach by MortgagorMortgagor of any of the terms hereof, or for the recovery of any sum secured hereby, Mortgagor shall pay to Mortgagee and such Lenders reasonable attorneys' fees and expenses incurred by themand the right to such attorneys' fees, appraisers' fees and expenses shall be deemed to have accrued on the commencement of such action and shall be enforceable, whether or not an such action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply prosecuted to any matters covered by the Environmental Indemnityjudgment.
(b) Mortgagor waives any and all right to claim or recover recovery against Mortgagee or any LenderMortgagee, its officers, directors, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this the Mortgage.
(c) All sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid paid, unless specifically provided otherwise herein without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will shall in no way be released, discharged discharged, or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any Lender, or any action taken with respect to this Mortgage by any trustee or receiver of Mortgagee, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any Lender; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagoraffected.
Appears in 1 contract
Samples: Open End Mortgage Deed and Security Agreement (General Datacomm Industries Inc)
Indemnification; Subrogation; Waiver of Offset. (a) 2.7.1 If Mortgagee or any Lenders are Beneficiary is made a party to any litigation concerning the Notes, this Mortgage, the other Deeds Deed of Trust, any of the Loan Documents, the Mortgaged Property Collateral or any part thereof or interest therein, or the occupancy of the Mortgaged Property Premises by MortgagorTrustor or any tenant of Trustor, then Mortgagor Trustor shall indemnify, defend and hold Mortgagee and such Lenders Beneficiary harmless from all liability to any third party by reason of said litigation, including all reasonable attorneys' ’ fees and expenses incurred by Mortgagee and such Lenders Beneficiary as a result of any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders Beneficiary may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagoremployment, Mortgagor Trustor shall pay Mortgagee and such Lenders Beneficiary reasonable attorneys' ’ fees and expenses incurred by themsuch Beneficiary, whether or not an action is actually commenced against Mortgagor Trustor by reason of its breach. This Neither this paragraph nor any other provision of this Deed of Trust shall be deemed to include or create any obligation or liability of Trustor to Beneficiary which constitutes an obligation or liability of Trustor to Beneficiary under the indemnity in favor of Beneficiary set forth in Section 1.7 will 11.15 of the Loan Agreement entitled “Hazardous Materials Indemnity”, which indemnity shall be and is unsecured and is not apply subject to any matters covered by the Environmental Indemnitylien of this Deed of Trust on the Premises.
(b) Mortgagor waives 2.7.2 Trustor and Additional Trustor waive any and all right to claim or recover against Mortgagee or any LenderBeneficiary, its officers, employees, agents and representatives, for loss of or damage to MortgagorTrustor and/or Additional Trustor, the Mortgaged PropertyCollateral, Mortgagor's Trustor’s and/or Additional Trustor’s property or the property of others under Mortgagor's Trustor’s and/or Additional Trustor’s control from any cause insured against or required to be insured against by the provisions of this MortgageDeed of Trust; provided, however, that this waiver of subrogation shall not be effective with respect to any policy of insurance permitted or required by this Deed of Trust if (i) such policy prohibits such waiver of subrogation, or if coverage thereunder would be reduced as a result of such waiver of subrogation and (ii) Trustor is unable to obtain from a carrier issuing such insurance a policy that, by special endorsement or otherwise, permits such a waiver of subrogation.
(c) All sums 2.7.3 Except as otherwise specifically provided herein, all amounts payable by Mortgagor Trustor pursuant to this Mortgage must Deed of Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor Trustor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property Collateral or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property Collateral or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderBeneficiary, or any action taken with respect to this Mortgage Deed of Trust by any trustee or receiver of MortgageeBeneficiary, or by any court, in any such proceeding; (v) any claim which Mortgagor Trustor has or might have against Mortgagee or any LenderBeneficiary; (vi) any default or failure on the part of Mortgagee or any Lender Beneficiary to perform or comply with any of the terms hereof or of any other agreement with MortgagorTrustor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has Trustor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor Trustor 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 MortgagorTrustor.
Appears in 1 contract
Samples: Deed of Trust (NGA Holdco, LLC)
Indemnification; Subrogation; Waiver of Offset. (a) If That in the event Mortgagee or any Lenders are is made a party defendant to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, Mortgage or the Mortgaged Property or any part thereof or interest therein, or in the occupancy of thereof by Mortgagor or persons claiming through the Mortgaged Property by Mortgagor, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. HoweverIf Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or because of the breach by Mortgagor of any of the terms hereof, or for the recovery of any sum secured hereby, Mortgagor will shall pay to Mortgagee reasonable attorneys' fees and expenses, and the right to such reasonable attorneys' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not be obligated such action is prosecuted to indemnifyjudgment. If Mortgagor breaches any term of this Mortgage, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the gross negligence or willful misconduct of Mortgagee or such Lenders. Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' fees and all other expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
(b) Mortgagor waives To waive any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgagewhatsoever.
(c) All That all sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Land or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderMortgagor, or any action taken with respect to this Mortgage by any trustee or receiver of MortgageeMortgagor, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, Mortgagor 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 Mortgagor.
Appears in 1 contract
Samples: Open End Mortgage and Security Agreement (Glimcher Realty Trust)
Indemnification; Subrogation; Waiver of Offset. (a) If Mortgagee or any Lenders are is made a party defendant to any litigation concerning the Notes, this Mortgage, the other Deeds of Trust, any of the Loan Documents, Mortgage or the Mortgaged Property or any part thereof or interest therein, or the occupancy of the Mortgaged Property thereof by Mortgagor, then Mortgagor shall indemnify, defend and hold Mortgagee and such Lenders harmless from all liability by reason of said litigation, including reasonable attorneys' fees and expenses incurred by Mortgagee and such Lenders as a result of in any such litigation, whether or not any such litigation is prosecuted to judgment. However, Mortgagor will not be obligated to indemnify, defend and hold Mortgagee and such Lenders harmless from any claims which arise solely out of the except for liability caused by Mortgagee's gross negligence or willful misconduct wilful misconduct. If Mortgagee commences an action against Mortgagor to enforce any of the terms hereof or because of the breach by Mortgagor of any of the terms hereof, or for the recovery of any sum secured hereby, Mortgagor shall pay to Mortgagee reasonable attorneys' fees and expenses, and the right to such attorneys' fees and expenses shall be deemed to have accrued on the commencement of such action, and shall be enforceable whether or not such Lendersaction is prosecuted to judgment. If Mortgagor breaches any term of this Mortgage, Mortgagee and such Lenders may employ an attorney or attorneys to protect their its rights hereunder, and in the event of such employment following any breach by Mortgagor, Mortgagor shall pay Mortgagee and such Lenders reasonable attorneys' fees and expenses incurred by themMortgagee, whether or not an action is actually commenced against Mortgagor by reason of its breach. This Section 1.7 will not apply to any matters covered by the Environmental Indemnity.
; (b) Mortgagor waives any and all right to claim or recover against Mortgagee or any LenderMortgagee, its officers, employees, agents and representatives, for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.;
(c) All sums payable by Mortgagor pursuant to this Mortgage must hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Mortgagor hereunder will shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Mortgaged Property or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Mortgaged Property or any part thereof; (iii) any title defect or encumbrance or any eviction from the Premises Property or the Improvements or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Mortgagee or any LenderMortgagor, or any action taken with respect to this Mortgage by any trustee or receiver of MortgageeMortgagor, or by any court, in any such proceeding; (v) any claim which Mortgagor has or might have against Mortgagee or any LenderMortgagee; (vi) any default or failure on the part of Mortgagee or any Lender to perform or comply with any of the terms hereof or of any other agreement with Mortgagor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; whether or not Mortgagor has shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, to the extent permitted by applicable law, Mortgagor 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 Mortgagor.
Appears in 1 contract
