Lender Protections. 13.6.1 No voluntary cancellation, termination, surrender, acceptance of surrender, or abandonment, of this Agreement, nor any amendment or modification adversely affecting a Lender's rights under this Article 13, shall bind a Lender (other than an Affiliated Lender) if done without notice to and the written consent of such Lender.
13.6.2 Any Lender shall have the right, but not the obligation, to take possession of the Leased Premises and to perform any obligation of FirstWorld under this Agreement and to remedy any default by FirstWorld. Irvine shall accept performance by or at the instigation of a Lender in fulfillment of FirstWorld's obligations, for the account of FirstWorld and with the same force and effect as if performed by FirstWorld.
13.6.3 A Lender shall in no event be required to cure or commence to cure any default (if such default is provided for in this Agreement) consisting of FirstWorld's failure to satisfy or discharge any lien, charge, or encumbrance affecting the Leased Premises junior in priority to the lien of the Financing Encumbrance held by such Lender.
13.6.4 Any payment made by a Lender to Irvine to cure any claimed default shall be deemed to have been made without prejudice to FirstWorld's or the Lender's recovery of such payment if Irvine's claim of a default shall be determined by a court of competent jurisdiction to have been erroneous.
13.6.5 Any Lender may exercise its rights under this Agreement, or perform any action permitted to be taken by a Lender under this Agreement, through an agent.
13.6.6 If more than one Lender desires to exercise Lender's Cure Rights or if more than one Lender desires to exercise any other right or privilege provided for Lenders under this Agreement, then the Party against whom such rights or privileges are to be exercised shall be required to recognize either: (a) only the Lender that desires to exercise such right or privilege and whose Financing Encumbrance is most senior in lien (as against other Financing Encumbrances of Lenders desiring to exercise such rights) or (b) such other Lender, as has been designated in writing by all Lenders, to exercise such right or privilege. In such case, Irvine shall be provided notice of the priority of Financing Encumbrances, which notice shall consist of either (a) the report or certificate of a title insurance company licensed to do business in California or (b) joint written instructions of all Lenders.
Lender Protections. 3.1 Subject to the effectiveness set out in Clause 2.3, the guarantee is and shall at all times be a continuing security and shall cover the ultimate balance from time to time owing to the Beneficiaries by the Borrower in respect of the Guaranteed Obligations.
3.2 The liability of the Guarantor under this guarantee shall not be reduced, discharged or otherwise adversely affected by:
(a) any intermediate payment, settlement of account or discharge in whole or in part of the Guaranteed Obligations;
(b) any variation, extension, discharge, compromise, dealing with, exchange or renewal of any right or remedy which the Beneficiaries may now or after the date of this guarantee have from or against any of the Borrower and any other person in connection with the Guaranteed Obligations;
(c) any act or omission by the Beneficiaries in taking up, perfecting or enforcing any Security, indemnity, or guarantee from or against the Borrower or any other person;
(d) any termination, amendment, variation, novation, replacement or supplement of or to any of the Guaranteed Obligations including without limitation any extension of the Guaranteed Obligations;
(e) any grant of time, indulgence, waiver or concession to the Borrower or any other person;
(f) any insolvency, bankruptcy, liquidation, administration, winding up, incapacity, limitation, disability, the discharge by operation of law, or any change in the constitution or name of the Borrower or Lender;
(g) any invalidity, illegality, unenforceability, irregularity or frustration of any actual or purported obligation of, or Security held from, the Borrower or any other person in connection with the Guaranteed Obligations;
(h) any claim or enforcement of payment from the Borrower or Lender;
(i) any act or omission which would not have discharged or affected the liability of the Guarantor had it been a principal debtor instead of a guarantor; or
(j) any other act or omission except an express written release of the Guarantor by the Beneficiaries.
3.3 The Beneficiaries shall not be obliged, before taking steps to enforce any of its rights and remedies under this guarantee, to:
(a) take any action or obtain judgment in any court against the Borrower or any other person;
(b) make or file any claim in a bankruptcy, liquidation, administration or insolvency of the Borrower or any other person; or
(c) make, demand, enforce or seek to enforce any claim, right or remedy against the Borrower or any other person.
3.4 The Guarantor wa...
Lender Protections. Lessor and Lessee expressly agree that a Lender making a Loan secured by a Leasehold Mortgage shall have the following rights and protections:
(a) Lessor shall send to the Lender a duplicate copy of any and all notices Lessor may from time to time give to or serve on Lessee pursuant to this Lease to the extent such notices relate to a threatened or claimed Event of Default, to any purported modification or amendment of this Lease, or to any dispute between Lessor and Lessee. Such duplicate copy shall be sent to the Lender concurrently with the notice given to or served on Lessee, but only if and for so long as Lessee or the Lender shall keep Lessor informed, in writing, of the name and mailing address of the Lender and any changes in the Lender's mailing address. As between Lessor and Lender only, no notice of default shall be effective unless and until Lessor gives to the Lender a copy of its notice to Lessee. Any notices or other communications required or permitted by this or any other provision of this Lease or by law to be served on or given to the Lender by Lessor may be delivered in the manner specified in Section 23.1. Lessee shall deliver to Lessor, promptly after execution, true and complete copies of the Leasehold Mortgage and all other documents given to evidence or secure the Loan, and any subsequent amendments, modifications or extensions thereof.
(b) If the terms of the applicable loan documents so provide, Lessee and Lessor shall not modify or consensually terminate this Lease without the prior written consent of the Lender and any such modification or consensual termination of this Lease without the Lender's consent shall EXHIBIT 10.27 not be binding upon the Lender, provided that, if the proposed modification of this Lease will not limit or impair the rights or security of the Lender, then the Lender shall not arbitrarily or unreasonably withhold its consent to such modification. No voluntary termination or surrender of this Lease by Lessee shall be effective without the written consent of the Lender. No merger of this Lease and the fee estate in the Premises shall occur on account of the acquisition by the same or related parties of the leasehold estate created by this Lease and the fee estate in the Premises without the prior written consent of the Lender.
(c) Lessor agrees that, but only to the extent agreed by Lessee and the Lender (as evidenced by a writing delivered to Lessor), the Lender shall have the right at any time during the ...
Lender Protections. MRC agrees that its right to exercise its remedies in accordance with Sections 14 and 15 shall be subject to lender protection provisions requested by the Project Lender and reasonably approved by MRC; provided that, to the extent that lender protection provisions requested by the Project Lender are: (i) consistent with (or less restrictive than) those set forth in this Exhibit E; or
(ii) commercially reasonable and customary in commercial loans in the area; MRC shall agree to such provisions.
Lender Protections. YRC agrees that its right to exercise its remedies in accordance with Sections 15, 16, 17, and 18 shall be subject to lender protection provisions requested by the Construction Lender and reasonably approved by YRC; provided that, to the extent that lender protection provisions requested by the Construction Lender are:
(i) consistent with (or less restrictive than) those set forth in this Exhibit F; or
(ii) commercially reasonable and customary in commercial loans in the area; YRC shall agree to such provisions.
Lender Protections. (a) The Agency shall deliver to Lender written notice of any default by the Company simultaneously with sending such notice to the Company and no notice to the Company, and no exercise of any remedy by the Agency as a result of any such default, shall be effective unless such notice has been delivered to the Lender. Any Lender shall have the right, but not the obligation, to cure any Event of Default on behalf of the Company to the same extent and within the same time periods afforded to the Company under this Lease Agreement.
(b) Any deadline for the completion of any construction or alterations required of the Company under this Lease Agreement may be extended, at the sole but reasonable discretion of the Agency, for such period of time reasonably necessary for Lender or its designee gaining possession of the Facility pursuant to a foreclosure or transfer in lieu of foreclosure, and pursuant to Section 9.3 hereof, to complete such construction or alterations after taking possession of the Facility.
(c) Subject to the requirements of Section 8.3 and 9.3 hereof, the exercise of any rights or remedies of a Lender under a Mortgage, including the consummation of any foreclosure or transfer in lieu of foreclosure, shall not constitute an Event of Default.
(d) If there is more than one Lender, the rights and obligations afforded by this Section 12.5 to a Lender shall be exercisable only by the party whose collateral interest in the Facility is senior in lien (or which has obtained the consent of any Lenders that are senior to such Lender).
Lender Protections. 14.1. The following provisions are for the benefit of the Lender, and shall be in effect while there exists any outstanding amount payable, or any performance required, under the Indenture (as that term is defined below), including, without limitation, any amount payable under the Senior Secured Notes (as that term is defined in the Indenture). Once all of the outstanding amounts payable and all performance required under the Indenture have been fully paid and performed, all references in this Agreement to the Lender shall be deemed null and void and all such provisions shall, without any further actions, have no further force and effect.
14.2. The Lender shall have the right, but not the obligation, upon the occurrence of an Event of Default, to (a) make any payments due under this Agreement or the Governing Documents, and (b) do any other act or thing that may be necessary or appropriate to be done in the performance and observance of the terms hereof. All payments so made and all things so done and performed by the Lender shall be as effective to prevent or cure any Event of Default under this Agreement and the Governing Documents as they would have been if made, done and performed by the Project Partnerships, and each Project Partnership agrees to accept such performance, payment and cure. Each Project Partnership agrees to make all payments (if any) to be made by it to a defaulting Project Partnership directly to the Lender upon receipt of the Lender's written instructions to that effect.
14.3. As used herein, the term (a) "Lender" means U.S. Bank Trust National Association, not in its individual capacity but solely as trustee and collateral agent pursuant to the Indenture of even date herewith (the "Indenture") among it, Caithness Coso Funding Corp., as issuer, and the Project Partnerships as borrowers and guarantors, and its agents, representatives, successors and assigns, (b) "Lender's Lien" means the hypothecation, mortgage or pledge of all or any portion of the Project Partnership Assets (as that term is defined below) to the Lender as security for the repayment of the indebtedness and performance of the obligations under the Indenture, the Guarantees or any other Financing Document (as those terms are defined in the Indenture) and (c) "Project Partnership Assets" means, collectively, a Project Partnership's right, title and interest in and under this Agreement and the Governing Documents and in and to the Property, the Cotenancy Assets and any I...
Lender Protections. A Lender shall have the absolute right to do one, some or all of the following: (a) assign its Lender’s Lien; (b) enforce its Lender’s Lien; (c) acquire title (whether by foreclosure, assignment in lieu of foreclosure or other means) to the Effects Easement; (d) perform any obligations to be performed by Company, or cause a receiver to be appointed to do so; (e) assign or transfer the Effects Easement to a third party; or (f) exercise any rights of Company hereunder. Owner’s consent shall not be required for any of the foregoing; and, upon acquisition of the Effects Easement by a Lender or any other third party who acquires the same from or on behalf of the Lender, Owner shall recognize the Lender or such other party (as the case may be) as Company’s proper successor, and this Agreement shall remain in full force and effect. Each Lender shall have the rights set forth on Exhibit B.
Lender Protections. If the Purchaser obtains Financing in connection with this Agreement, then, notwithstanding anything to the contrary in this Agreement, the provisions set forth in Exhibit C shall be incorporated herein by reference and shall be deemed to be part of this Agreement.
Lender Protections. In connection with, and as a condition and material inducement to, Citi Real Estate Funding Inc. (together with its successors and assigns, “Lender”) making a loan (the “Loan”) to Buyer to finance Buyer’s acquisition of the Property, Lender has required the provisions of this Section 4 to be incorporated into this Amendment. In the event of any conflict between the provisions of this Section 4 and the other provisions of this Amendment, the provisions of this Section 4 shall control. Lender is a third party beneficiary of this Amendment. Buyer hereby transfers, sets over and assigns to Lender, and grants to Lender a security interest in all of Buyer’s right, title and interest in and to the Holdback Amount (the “Escrow Rights”), if any. Upon or at any time after the occurrence of an Event of Default (as defined in that certain Loan Amendment between Buyer and Lender executed in connection with the Loan) but subject to Sections 2 and 3 above, Lender shall be entitled to enforce the Escrow Rights. Escrow Agent hereby acknowledges the foregoing assignment to Lender and consents thereto. Buyer (A) represents and warrants that as of the date hereof Buyer has not made any other assignment of the Escrow Rights, and (B) covenants and agrees with Lender that it (i) will enforce this Amendment in accordance with its terms and (ii) will not make any other assignment of the Escrow Rights. Without limiting any of the foregoing, the parties agree that (1) this Amendment may not be amended or modified without the prior written consent of Lender, and (2) Lender shall be entitled to receive the same notice as Buyer is entitled to receive under this Amendment upon any resignation or substitution of Escrow Agent, and Lender’s approval of any replacement of Escrow Agent must be obtained to the same extent of Buyer’s rights to approve any such replacement. Lender’s address for notices hereunder is: Citi Real Estate Funding Inc. 300 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Commercial Real Estate Group Facsimile No.: (000) 000-0000 With a copy to: Kxxxxx Xxxxxx Rosenman LLP 500 Xxxxx Xxxxx Xxxxxx, Suite 2900 Charlotte, North Carolina 28202 Attention: Jxxx Xxxxx, Esq. Facsimile No.: (000) 000-0000
