Common use of Mezzanine A Loan Defaults Clause in Contracts

Mezzanine A Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor from any of its obligations hereunder, if there shall occur any Mezzanine A Event of Default, and without regard to any other defenses or offset rights Mezzanine A Borrower may have against Mezzanine A Lender, Pledgor hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Pledgor or Mezzanine A Borrower, but shall be under no obligation: (i) to pay all or any part of the Mezzanine A Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mezzanine A Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with interest at the Default Rate, for the period from the date of demand by Lender to Pledgor for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and shall be due and payable to Lender within two Business Days following demand therefor. (b) Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions described in Section 9.10(a). Lender shall have no obligation to Pledgor, Mezzanine A Borrower or any other party to make any such payment or performance. Pledgor shall not impede, interfere with, hinder or delay, and shall cause Mezzanine A Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any Mezzanine A Event of Default, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a Mezzanine A Event of Default. (c) If Lender shall receive a copy of any notice of default under the Mezzanine A Loan Documents sent by Mezzanine A Lender to Mezzanine A Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Pledgor hereby absolutely and unconditionally release and waive all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents. (d) In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property and Mezzanine A Collateral in addition to all other rights Lender may have under the Loan Documents or applicable law.

Mezzanine A Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor Borrower from any of its obligations hereunder, if there shall occur any Mezzanine A Event of Default, and without regard to any other defenses or offset rights Mezzanine A Borrower may have against Mezzanine A Lender, Pledgor hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Pledgor Borrower or Mezzanine A Borrower, but shall be under no obligation: (i) to pay all or any part of the Mezzanine A Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mezzanine A Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower to be performed or observed thereunder to be promptly timely performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, Lender shall deem advisable reasonably determine to be necessary to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with interest at the Default Rate, for the period from the date of demand by Lender to Pledgor Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and shall be due and payable to Lender within two Business Days ten (10) days following demand therefor. (b) Pledgor Subject to the rights of tenants, Borrower hereby indemnifies grants, and shall cause Mezzanine A Borrower to grant, Lender and any Person designated by Lender the right to enter upon the Property at any time for the purpose of carrying out the rights granted to Lender under this Section 9.12. (c) Borrower shall indemnify and hold harmless Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions described in Section 9.10(a)9.12(a) other than liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses and disbursements arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. Lender shall have no obligation to PledgorBorrower, Mezzanine A Borrower or any other party to make any such payment or performance. Pledgor Borrower shall not impede, interfere with, hinder or delay, and shall cause Mezzanine A Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mezzanine A Event of DefaultLoan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mezzanine A Event Loan, in either case, in accordance with the provisions of Defaultthis Agreement and the other Loan Documents. (cd) If Lender shall receive a copy of any notice of default under the a Mezzanine A Loan Documents Event of Default sent by Mezzanine A Lender to Mezzanine A Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Pledgor Borrower hereby absolutely and unconditionally release releases and waive waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated subrogated, to the extent of such payment, to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the PropertyMezzanine A Collateral, in addition to all other rights it may have under the Loan Documents. (d) In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property and Mezzanine A Collateral in addition to all other rights Lender may have under the Loan Documents or applicable law.

Mezzanine A Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor from any of its obligations hereunder, if there shall occur any Mezzanine A Event of Default, and without regard to any other defenses or offset rights Mezzanine A Borrower may have against Mezzanine A Lender, Pledgor hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Pledgor or Mezzanine A Borrower, but shall be under no obligation: (i) to pay all or any part of the Mezzanine A Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mezzanine A Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with interest at the Default Rate, for the period from the date of demand by Lender to Pledgor for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and shall be due and payable to Lender within two Business Days following demand therefor. (b) Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions described in Section 9.10(a). Lender shall have no obligation to Pledgor, Mezzanine A Borrower or any other party to make any such payment or performance. Pledgor shall not impede, interfere with, hinder or delay, and shall cause Mezzanine A Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any Mezzanine A Event of Default, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a Mezzanine A Event of Default. (c) If Lender shall receive a copy of any notice of default under the Mezzanine A Loan Documents sent by Mezzanine A Lender to Mezzanine A Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Pledgor hereby absolutely and unconditionally release and waive all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents. (d) In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property and Mezzanine A Collateral in addition to all other rights Lender may have under the Loan Documents or applicable law.

Mezzanine A Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor Borrower from any of its obligations hereunder, if there shall occur any default under the Mezzanine A Event Loan Documents or if Mezzanine A Lender asserts that Mezzanine A Borrower has defaulted in the performance or observance of Defaultany terms, covenant or 00000000.0.XXXXXXXX 160 condition of the Mezzanine A Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mezzanine A Lender shall have delivered proper notice to Mezzanine A Borrower, and without regard to any other defenses or offset rights Mezzanine A Borrower may have against Mezzanine A Lender), Pledgor Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Pledgor Borrower or Mezzanine A Borrower, but shall be under no obligation: (i) to pay all or any part of the Mezzanine A Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mezzanine A Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with interest at the Default Rate, for the period from the date of demand by Lender to Pledgor Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and shall be due and payable to Lender within two (12) Business Days following demand therefor. (b) Pledgor Borrower shall not, and shall not cause or permit Mezzanine A Borrower or any other Person to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mezzanine A Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral, including the Mezzanine A Collateral and the Properties, in accordance with the provisions of this Agreement and the other Loan Documents. (c) Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, actions or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions described in Section 9.10(a)actions. Lender shall have no obligation to PledgorBorrower, Mezzanine A Borrower or any other party to make any such payment or performance. Pledgor Borrower shall not impede, interfere with, hinder or delay, and shall not cause Mezzanine A Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mezzanine A Event of DefaultLoan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mezzanine A Event of DefaultLoan. (cd) If Lender shall receive a copy of any notice of default under the Mezzanine A Loan Documents sent by Mezzanine A Lender to Mezzanine A Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Pledgor Borrower hereby absolutely and unconditionally release and waive all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents. (d) In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender shall be subrogated to all of the rights of Mezzanine A Lender under the Mezzanine A Loan Documents against the Property and Mezzanine A Collateral in addition to all other rights Lender may have under the Loan Documents or applicable law.releases

Mezzanine A Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Leasehold Pledgor from any of its obligations hereunder, if there shall occur any default under the Mezzanine A Event of DefaultLoan Documents, Borrower and without regard to any other defenses or offset rights Mezzanine A Borrower may have against Mezzanine A Lender, Leasehold Pledgor each hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower or demand on Pledgor or Mezzanine A BorrowerLeasehold Pledgor, but shall be under no obligation: (i) to pay all or any part of the Mezzanine A Loan, Loan and any other sums, sums that are then due and payable payable, and to perform any act or take any action on behalf of Borrower, Leasehold Pledgor, Mezzanine A Borrower, Borrower and/or Mezzanine A Leasehold Pledgor as may be appropriate, to cause all of the terms, covenants and conditions of the Mezzanine A Loan Documents on the part of Mezzanine A Borrower or Mezzanine A Leasehold Pledgor to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 12.2 (including, without limitation, reasonable including attorneys’ and other professional fees)) (i) shall constitute additional advances of the Loan to Borrower, with (ii) shall increase the then unpaid Outstanding Principal Balance, (iii) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Pledgor for that such payments costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, (v) shall be secured by the Pledge Agreement and (vi) shall be due and payable to Lender within two five Business Days following written demand therefor. (b) Borrower and Leasehold Pledgor hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), ) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions described in Section 9.10(a)actions. Lender shall have no obligation to Borrower, Leasehold Pledgor, Mezzanine A Borrower Borrower, Mezzanine A Leasehold Pledgor or any other party to make any such payment or performance. Neither Borrower nor Leasehold Pledgor shall not impede, interfere with, hinder or delay, and shall cause nor permit Mezzanine A Borrower or Mezzanine A Leasehold Pledgor to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mezzanine A Event of DefaultLoan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mezzanine A Event of DefaultLoan. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (c) If Lender shall receive a copy of any notice of default under the Mezzanine A Loan Documents sent by Mezzanine A Lender to Mezzanine A BorrowerBorrower or Mezzanine A Leasehold Pledgor, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, each of Borrower and Leasehold Pledgor hereby absolutely and unconditionally release releases and waive waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud12.2, illegal acts, except for Lender’s gross negligence or willful misconduct misconduct. (d) If, on account of Lender. In the event that Lender makes any payment in respect subordination of the Loan to the Mezzanine A Loan, Lender shall be subrogated is required to all of the rights of remit to Mezzanine A Lender under the any amount theretofore paid to Lender hereunder, and such amount is credited towards Mezzanine A Loan Documents against the Property, in addition to all other rights it may have Borrower’s obligations under the Loan Documents. (d) In the event that Lender makes any payment in respect of the Mezzanine A Loan, Lender then such amount shall continue to be subrogated owing pursuant to all this Agreement and the other Loan Documents as part of the rights Indebtedness, notwithstanding the prior receipt of such payment by Lender. -188- Mezzanine A Lender under the Mezzanine A B Loan Documents against the Property and Mezzanine A Collateral in addition to all other rights Lender may have under the Loan Documents or applicable law.Agreement