Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 6 contracts
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Pledgor from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage BorrowerDefault, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower Pledgor hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower Pledgor or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower Pledgor for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 6 contracts
Samples: Mezzanine D Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine a Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine E Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower Owner may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage BorrowerOwner, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerOwner, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Premises and Owner in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 3 contracts
Samples: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Owner may have against Mortgage Lender) or under the Senior Mez Documents (without regard to any defenses or offset rights Senior Mez Borrower may have against Mortgage Senior Mez Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Owner or Senior Mez Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan and/or Senior Mez Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Owner and/or Senior Mez Borrower, as applicable, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents and/or Senior Mez Loan Documents on the part of Mortgage Borrower Owner and/or Senior Mez Borrower, as applicable, 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan and/or Senior Mez Loan, Lender shall be subrogated to all of the rights of Mortgage Lender or Senior Mez Borrower under the Mortgage Loan Documents against the Property and Owner and/or Senior Mez Borrower, as applicable, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents Event of Default or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the a Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Event of Default has occurred, Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage BorrowerBorrowers, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerBorrowers, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Borrowers 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following upon demand therefor.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Cole Credit Property Trust Inc), Mezzanine Loan Agreement (Cole Credit Property Trust III, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Default, Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation, to the extent necessary to remediate such Mortgage Loan Event of Default: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 2 contracts
Samples: Loan Agreement (Meristar Hospitality Corp), Loan Agreement (Meristar Hospitality Operating Partnership Lp)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Default, Borrower hereby expressly agrees that Lender Administrative Agent shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 LenderAdministrative Agent, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Administrative Agent, Collateral Agent and/or Lender in the Loan and/or the Collateral. Lender Administrative Agent shall have no obligation to complete any cure or attempted cure undertaken or commenced by LenderAdministrative Agent. All sums so paid and the costs and expenses incurred by Lender Administrative Agent in exercising rights under this Section 9.7 (including, without limitation, reasonable attorneys’ and other professional feesfees and disbursements), with interest at the Default Rate, for the period from the date of demand by Lender Administrative Agent to Borrower for such payments to the date of payment to LenderAdministrative Agent, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender Administrative Agent within two (2) Business Days following demand therefor.
Appears in 2 contracts
Samples: Loan Agreement (Vici Properties Inc.), Mezzanine a Loan Agreement (Vici Properties Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Borrowers from any of its their obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any termDefault, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower Borrowers hereby expressly agrees agree that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrowerany Loan Party, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerBorrowers, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Borrowers 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 11.3 (including, without limitation, reasonable attorneys’ and other professional fees), 176 with interest at the Default Rate, for the period from the date of demand by Lender to Borrower Borrowers for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following upon demand therefor.
Appears in 2 contracts
Samples: First Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), First Mezzanine Loan Agreement (Morgans Hotel Group Co.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower Owner may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage BorrowerOwner, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerOwner, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Owner in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage BorrowerDefault, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days ten (10) days following demand therefor.
Appears in 2 contracts
Samples: Mezzanine B Loan Agreement (Archstone Smith Operating Trust), Mezzanine B Loan Agreement (Archstone Smith Operating Trust)
Mortgage 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 Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Documents, Borrower and Leasehold Pledgor each hereby expressly agrees that Lender shall have the immediate right, without prior notice to or demand on Borrower or Mortgage BorrowerLeasehold Pledgor, but shall be under no obligation: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, Leasehold Pledgor, Owner and/or Operating Lessee as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner or Operating Lessee 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 11.2 (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 Borrower 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 Agreements Agreement and (vi) shall be due and payable to Lender within two five Business Days following written demand therefor. Subject to the rights of tenants and hotel guests, Borrower hereby grants, and shall cause Owner and Operating Lessee to grant, Lender and any Person designated by Lender the right to enter upon any Individual Property at any time for the purpose of carrying out the rights granted to Lender under this Section 11.2.
Appears in 2 contracts
Samples: Mezzanine B Loan Agreement (Hospitality Investors Trust, Inc.), Mezzanine a Loan Agreement (Hospitality Investors Trust, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Mortgage Borrower or Mortgage Senior Mezzanine Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 2 contracts
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower Owner may have against Mortgage Lender)) or under the Intermediate Mez Documents (without regard to any defenses or offset rights Intermediate Mez Borrower may have against Intermediate Mez Lender or under the Senior Mez Documents (without regard to any defenses or offset rights Senior Mez Borrower may have against Senior Mez Lender, Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Owner or Intermediate Mez Borrower or Senior Mez Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, Intermediate Mez Loan and/or Senior Mez Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Owner, Intermediate Mez Borrower and/or Senior Mez Borrower, as applicable, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents, Intermediate Mez Loan Documents and/or Senior Mez Loan Documents on the part of Mortgage Owner, Intermediate Mez Borrower and/or Senior Mez Borrower, as applicable, 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Intermediate Mez Loan and/or Senior Mez Loan, Lender shall be subrogated to all of the rights of Mortgage Lender, Intermediate Mez Borrower or Senior Mez Borrower under the Mortgage Loan Documents against the Property and Owner, the Intermediate Mez Borrower and/or Senior Mez Borrower, as applicable, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Alternate Rate, for the period from the date of demand by Lender to Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor.
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Borrowers from any of its their obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any termDefault, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower Borrowers hereby expressly agrees agree that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrowerany Loan Party, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerBorrowers, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Borrowers 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 11.3 (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 Borrower Borrowers for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following upon demand therefor.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under any of the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation, to exercise Borrower's rights under the Mortgage Borrower Company Agreement: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, as may be appropriate, Borrower to cause all of the terms, covenants and conditions of the applicable Mortgage Loan Documents Document on the part of Mortgage 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 115 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)) (i) shall constitute additional advances of the Loan to Borrower, with (ii) shall increase the then Outstanding Principal Balance, (iii) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Borrower 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 Agreements Agreement, and (vi) shall be due and payable to Lender within two Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the applicable Mortgage Loan Document against the Property, in addition to all other rights it may have under the Loan Documents.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents which is not cured within any applicable cure or grace period or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have and such default has continued beyond any applicable notice notice, cure or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 In such event, Lender shall be subrogated to the rights of Mortgage Lender to the full extent permitted by law or equity. Except to the extent of such subrogation, 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (CNL Healthcare Trust, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Owner may have against Mortgage Lender) or under the First Mez Loan Documents (without regard to any defenses or offset rights First Mez Borrower may have against Mortgage First Mez Lender) or under the Second Mez Loan Documents (without regard to any defenses or offset rights Second Mez Borrower may have against Second Mez Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Owner, First Mez Borrower or Mortgage Second Mez Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, First Mez Loan and/or Second Mez Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Owner, First Mez Borrower or Second Mez Borrower, as applicable, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents, First Mez Loan Documents and/or Second Mez Loan Documents on the part of Mortgage Owner, First Mez Borrower and/or Second Mez Borrower, as applicable, 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, First Mez Loan and/or Second Mez Loan, Lender shall be subrogated to all of the rights of Mortgage Lender, First Mez Borrower or Second Mez Borrower under the Mortgage Loan Documents against the Property and Owner, First Mez Borrower and/or Second Mez Borrower, as applicable, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Default under the Mortgage Loan Documents or if Mortgage Lender asserts in writing that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Mortgage Borrower in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Felcor Lodging Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its Borrower’s obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if and, in connection therewith, Mortgage Lender asserts delivers a notice of default asserting that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not and the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without with prior notice to or demand on Borrower or Mortgage Borrower(to the extent required hereunder), but shall be under no obligation: (i) to pay all or any part of the loan evidenced by the Mortgage LoanLoan Documents, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Borrower and/or Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed thereunder to be promptly performed or observedobserved and to cure or attempt to cure any default under the Mortgage Loan Documents; 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, Rate for the period from the date of demand by Lender to Borrower for that such payments costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements pledge under Security Instruments, as applicable, and shall be due and payable to Lender within two Business Days 10 days following demand therefor.
Appears in 1 contract
Mortgage Loan Defaults. (a) Without limiting the generality If any Mortgage Loan Event of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Default occurs under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Documents, Borrower hereby expressly agrees that Lender Administrative Agent (for the benefit of Lender) shall have the immediate right, without notice right to or demand on Borrower or Mortgage Borrower, (but shall be under no obligationobligation to), without prior notice to Borrower: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, Mortgage Borrower and/or Additional Pledgor as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower or Additional 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 LenderAdministrative Agent, in its sole and absolute discretion, shall deem necessary or reasonably advisable to protect or preserve the rights and interests of Administrative Agent and Lender in the Loan and/or the Collateral. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Mortgage Borrower or Additional Pledgor to impede, interfere with, hinder or delay, any effort or action on the part of Administrative Agent or Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Administrative Agent’s and Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mortgage Loan. Borrower hereby grants Administrative Agent, Lender and their respective designees the right to enter upon the Mortgaged Property at any time while an Event of Default exists, or the assertion by Mortgage Lender that an Event of Default has occurred, under the Mortgage Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Administrative Agent’s and/or Lender’s interest. Administrative Agent (for the benefit of Lender) may take such action as Administrative Agent deems necessary to carry out the intents and purposes of this Section 14.21 (including communicating with Mortgage Lender with respect to any Mortgage Loan defaults), without prior notice to, or consent from, Borrower, Mortgage Borrower or Additional Pledgor. Administrative Agent shall have no obligation to complete any cure or attempted cure undertaken or commenced by LenderAdministrative Agent. All sums so paid and the costs and expenses incurred by Administrative Agent and Lender in exercising rights under this Section 14.21 (including, without limitation, including its reasonable attorneys’ fees and other professional fees)costs) (A) shall be added to the Indebtedness, with (B) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Borrower for that such payments costs or expenses were incurred to the date of payment to Administrative Agent (for the benefit of Lender), shall constitute a portion of the Debt, and (C) shall be secured by the Pledge Agreements Agreement. Borrower hereby indemnifies Administrative Agent and Lender from and against all losses of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or Lender as a result of the foregoing actions, excluding such Losses arising from the gross negligence, willful misconduct or illegal acts of Administrative Agent or Lender. In the event that Administrative Agent or Lender makes any payment in respect of the Mortgage Loan, Administrative Agent and Lender shall be due subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Mortgaged Property, in addition to all other rights it may have under the Loan Documents. If Administrative Agent shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Lender, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and payable to unconditionally releases and waives all claims against Administrative Agent and Lender within two Business Days following demand thereforarising out of Administrative Agent’s or Lender’s exercise of its rights and remedies provided in this Section 14.21(f), except for Administrative Agent’s or Lender’s gross negligence, or willful misconduct.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Mortgage Borrower or Mortgage Senior Mezzanine Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 141 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has 00000000.0.XXXXXXXX 169 defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 1 contract
Samples: Mezzanine D Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Op Co Pledgor from any of its obligations hereunder, if there shall occur and continue any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Default, Borrower and Op Co Pledgor each hereby expressly agrees that Lender shall have the immediate right, without prior notice to or demand on Borrower or Op Co Pledgor, to the extent permitted by the Mortgage BorrowerLoan Documents and the Intercreditor Agreement, but shall be under no obligation: (i) to pay all or any part of the Mortgage 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, or Op Co Pledgor, Mortgage Borrower, or Operating Lessee as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower and/or Operating Lessee 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 actual costs and expenses incurred by Lender in exercising rights under this Section 4.1.38 (including, without limitation, including reasonable attorneys’ and other professional fees)) (A) shall be payable upon demand by Borrower, with (B) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Borrower for that such payments costs or expenses were incurred to the date of payment to Lender, (C) shall constitute a portion of the Debt, and (D) shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand thereforAgreement.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Hersha Hospitality Trust)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Default, Borrower hereby expressly agrees that Lender shall have the immediate rightright (to the extent necessary to remediate or cure such Mortgage Event of Default), without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Mezzanine A Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 1 contract
Samples: Mezzanine B Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 1 contract
Samples: Mezzanine a Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage BorrowerDefault, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no 140 obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days ten (10) days following demand therefor.
Appears in 1 contract
Samples: Mezzanine a Loan Agreement (Archstone Smith Operating Trust)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage BorrowerDefault, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two Business Days ten (10) days following demand therefor.. 155
Appears in 1 contract
Samples: Mezzanine a Loan Agreement (Archstone Smith Operating Trust)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Owner may have against Mortgage Lender), under the First Mez Loan Documents (without regard to any defenses or offset rights First Mez Borrower may have against Mortgage First Mez Lender), under the Second Mez Loan Documents (without regard to any defenses or offset rights Second Mez Borrower may have against Second Mez Lender) or under the Third Mez Loan Documents (without regard to any defenses or offset rights Third Mez Borrower may have against Third Mez Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Owner, First Mez Borrower, Second Mez Borrower or Mortgage Third Mez Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, First Mez Loan, Second Mez Loan and/or Third Mez Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Owner, First Mez Borrower, Second Mez Borrower or Third Mez Borrower, as applicable, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents, First Mez Loan Documents, Second Mez Loan Documents and/or Third Mez Loan Documents on the part of Mortgage Owner, First Mez Borrower, Second Mez Borrower and/or Third Mez Borrower, as applicable, 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, First Mez Loan and/or Second Mez Loan, Lender shall be subrogated to all of the rights of Mortgage Lender, First Mez Borrower, Second Mez Borrower or Third Mez Borrower under the Mortgage Loan Documents against the Property and Owner, First Mez Borrower, Second Mez Borrower and/or Third Mez Borrower, as applicable, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality If any Mortgage Loan Event of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Default occurs under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Documents, Borrower hereby expressly agrees that Lender Administrative Agent (for the benefit of Lender) shall have the immediate right, without notice right to or demand on Borrower or Mortgage Borrower, (but shall be under no obligationobligation to), without prior notice to Borrower: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, Mortgage Borrower and/or Mortgage Pledgor as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower or Mortgage 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 LenderAdministrative Agent, in its sole and absolute discretion, shall deem necessary or reasonably advisable to protect or preserve the rights and interests of Administrative Agent and Lender in the Loan and/or the Collateral. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Mortgage Borrower or Mortgage Pledgor to impede, interfere with, hinder or delay, any effort or action on the part of Administrative Agent or Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Administrative Agent’s and Lender’s interests in the Loan and the Collateral following a default or asserted default under the Mortgage Loan. Borrower hereby grants Administrative Agent, Lender and their respective designees the right to enter upon the Mortgaged Property at any time while an Event of Default exists, or the assertion by Mortgage Lender that an Event of Default has occurred, under the Mortgage Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Administrative Agent’s and/or Lender’s interest. Administrative Agent (for the benefit of Lender) may take such action as Administrative Agent deems necessary to carry out the intents and purposes of this Section 14.21 (including communicating with Mortgage Lender with respect to any Mortgage Loan defaults), without prior notice to, or consent from, Borrower, Mortgage Borrower or Mortgage Pledgor. Administrative Agent shall have no obligation to complete any cure or attempted cure undertaken or commenced by LenderAdministrative Agent. All sums so paid and the costs and expenses incurred by Administrative Agent and Lender in exercising rights under this Section 14.21 (including, without limitation, including its reasonable attorneys’ fees and other professional fees)costs) (A) shall be added to the Indebtedness, with (B) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Borrower for that such payments costs or expenses were incurred to the date of payment to Administrative Agent (for the benefit of Lender), shall constitute a portion of the Debt, and (C) shall be secured by the Pledge Agreements Agreement. Borrower hereby indemnifies Administrative Agent and Lender from and against all losses of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or Lender as a result of the foregoing actions, excluding such Losses arising from the gross negligence, willful misconduct or illegal acts of Administrative Agent or Lender. In the event that Administrative Agent or Lender makes any payment in respect of the Mortgage Loan, Administrative Agent and Lender shall be due subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Mortgaged Property, in addition to all other rights it may have under the Loan Documents. If Administrative Agent shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Lender, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and payable to unconditionally releases and waives all claims against Administrative Agent and Lender within two Business Days following demand thereforarising out of Administrative Agent’s or Lender’s exercise of its rights and remedies provided in this Section 14.21(f), except for Administrative Agent’s or Lender’s gross negligence, or willful misconduct.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Mortgage Loan Defaults. (a) Borrower agrees to notify Lender promptly upon the occurrence of any Mortgage Loan Event of Default under the Mortgage Loan Documents. Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunderunder the Loan Documents, if there shall occur any default Mortgage Loan Event of Default occurs and is continuing under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: obligation to (iA) to pay all or any part of the Mortgage Loan, Loan and any other sums, sums that are then due and payable thereunder, and to perform any act or take any action on behalf of Borrower and/or Mortgage Borrower, Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed thereunder to be promptly performed or observed; , and (iiB) 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 principal, (iii) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Borrower 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 Agreements and Loan Documents, (vi) shall be due and payable paid to Lender within two (2) Business Days following demand therefor.therefor and (vii) shall be referred to herein as “
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Plymouth Industrial REIT Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the a Mortgage Loan Documents Event of Default or if the Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 RateRate (as defined in the Note), for the period from the date of demand by Lender to Borrower for such payments to the date of payment to Lender, shall constitute a portion of the DebtObligations, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor.
Appears in 1 contract
Samples: Mezzanine Loan Agreement
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower, Mortgage Borrower or Mortgage Senior Mezzanine Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 Borrower for such 135 payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand therefor.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur and be continuing any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower Owner may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage BorrowerOwner, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerOwner, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Owner in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Mortgage 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 Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Documents, Borrower and Leasehold Pledgor each hereby expressly agrees that Lender shall have the immediate right, without prior notice to or demand on Borrower or Mortgage BorrowerLeasehold Pledgor, but shall be under no obligation: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, Leasehold Pledgor, Owner and/or Operating Lessee as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner or Operating Lessee 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 11.2 (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 Borrower 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 Agreements Agreement and (vi) shall be due and payable to Lender within two five (5) Business Days following written demand therefor.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 CollateralLoan. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Debt and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Borrower, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan Agreement (Carter Validus Mission Critical REIT, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall, to the extent permitted by applicable law, be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Mortgage Borrower in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Owner may have against Mortgage Lender) or under the First Mez Loan Documents (without regard to any defenses or offset rights First Mez Borrower may have against Mortgage First Mez Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Owner or First Mez Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan and/or First Mez Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Owner and/or First Mez Borrower, as applicable, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents and/or First Mez Loan on the part of Mortgage Borrower Owner and/or First Mez Borrower, as applicable, 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan and/or First Mez Loan, Lender shall be subrogated to all of the rights of Mortgage Lender or First Mez Borrower under the Mortgage Loan Documents against the Property and Owner and/or First Mez Borrower, as applicable, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower Owner may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage BorrowerOwner, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage BorrowerOwner, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Owner in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower Owner may have against Mortgage Lender)) or under the Senior Mezz Documents (without regard to any defenses or offset rights Senior Mezz Borrower may have against Senior Mezz Lender, Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Owner or Senior Mezz Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan and/or Senior Mezz Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Owner and/or Senior Mezz Borrower, as applicable, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents and/or Senior Mezz Loan on the part of Mortgage Borrower Owner and/or Senior Mezz Borrower, as applicable, 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 third party costs and expenses actually 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 Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements this Agreement and shall be due and payable to Lender within two (2) Business Days following demand therefor. In the event that Lender makes any payment in respect of the Mortgage Loan and/or Senior Mezz Loan, Lender shall be subrogated to all of the rights of Mortgage Lender or Senior Mezz Borrower under the Mortgage Loan Documents against the Premises and Owner and/or Senior Mezz Borrower, as applicable, in addition to all other rights Lender may have under the Loan Documents or applicable law.
Appears in 1 contract
Samples: Loan and Security Agreement (Morgans Hotel Group Co.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur If any default occurs under the Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace and cure periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender Administrative Agent shall have the immediate right, without notice right to or demand on Borrower or Mortgage Borrower, (but shall be under no obligationobligation to), without prior notice to Borrower: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, Hotel Lessee and/or Mortgage Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower or Hotel Lessee 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 LenderAdministrative Agent, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender Administrative Agent in the Loan and/or the Collateral. Lender Borrower shall not impede, interfere with, hinder or delay, and shall not permit Mortgage Borrower or Hotel Lessee to impede, interfere with, hinder or delay, any effort or action on the part of Administrative Agent to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Administrative Agent’s interests in the Loan and the Collateral following a default or asserted default under the Mortgage Loan. Borrower hereby grants Administrative Agent and its designees the right to enter upon the Property at any time while an Event of Default exists, or the assertion by Mortgage Administrative Agent that an Event of Default has occurred, under the Mortgage Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Administrative Agent’s interest. Administrative Agent may take such action as Administrative Agent deems necessary to carry out the intents and purposes of this Section 21.12 (including communicating with Mortgage Administrative Agent with respect to any Mortgage Loan defaults), without prior notice to, or consent from, Borrower, Hotel Lessee or Mortgage Borrower. Administrative Agent shall have no obligation to complete any cure or attempted cure undertaken or commenced by LenderAdministrative Agent. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 21.12 (including, without limitation, including its reasonable attorneys’ fees and other professional fees)costs) (A) shall be added to the Debt, with (B) shall bear interest at the Default Rate, Rate for the period from the date of demand by Lender to Borrower for that such payments costs or expenses were incurred to the date of payment to LenderAdministrative Agent, shall constitute a portion of the Debt, and (C) shall be secured by the Pledge Agreements Agreement. Borrower hereby indemnifies Administrative Agent from and against all Losses of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or Lenders as a result of the foregoing actions, excluding such Losses arising from the willful misconduct or illegal acts of Administrative Agent or any Lender. In the event that Administrative Agent makes any payment in respect of the Mortgage Loan, Administrative Agent shall be due and payable subrogated to all of the rights of Mortgage Administrative Agent under the Mortgage Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents. If Administrative Agent shall receive a copy of any notice of default under the Mortgage Loan Documents sent by Mortgage Administrative Agent, such notice shall constitute full protection to Lender within two Business Days following demand therefor.for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. As a material inducement to Lenders’ making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Administrative Agent and each Lender arising out of Administrative Agent’s or any Lender’s exercise of its rights and remedies provided in this Section 5.2.11, except for Administrative Agent’s or any Lender’s willful misconduct or illegal acts. 161
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Samples: Mezzanine Loan and Security Agreement (NRI Real Token Inc.)
Mortgage 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 Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender)Documents, Borrower and Leasehold Pledgor each hereby expressly agrees that Lender shall have the immediate right, without prior notice to or demand on Borrower or Mortgage BorrowerLeasehold Pledgor, but shall be under no obligation: (i) to pay all or any part of the Mortgage 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 Mortgage Borrower, Leasehold Pledgor, Owner and/or Operating Lessee as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower Owner or Operating Lessee 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 11.2 (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 Borrower 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 Agreements Agreement and (vi) shall be due and payable to Lender within two five Business Days following written demand therefor.
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Samples: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Mortgage Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any default under the If a Mortgage Loan Documents or if Mortgage Lender asserts that Mortgage Borrower has defaulted in the performance or observance Event of any term, covenant or condition of the Mortgage Loan Documents (whether or not the same shall have continued Default occurs and is continuing beyond any applicable notice or grace and cure periods, whether or not Mortgage Lender shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice right to or demand on Borrower or Mortgage Borrower, (but shall be under no obligationobligation to), without prior notice to Borrower or any other Person: (i) to pay all or any part of the Mortgage 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 or Mortgage Borrower, Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 CollateralCollateral and (iii) subject to the prior right of Mortgage Lender under the Mortgage Loan Documents, Complete the Project. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Mortgage Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any Mortgage Loan Event of Default under the Mortgage Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following the occurrence and during the continuance of a Mortgage Loan Event of Default under the Mortgage Loan. Subject to the prior right of Mortgage Lender under the Mortgage Loan Documents, Borrower hereby grant Lender and its designees the right to enter upon the Property at any time while an Event of Default exists, or the assertion by Mortgage Lender that a Mortgage Loan Event of Default has occurred and is continuing, under the Mortgage Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Lender’s interest. Lender may take such action as Lender deems necessary to carry out the intents and purposes of this Section 5.1.6(f) (including communicating with Mortgage Lender with respect to any Mortgage Loan Events of Default), without prior notice to, or consent from, Borrower or Mortgage Borrower. 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 5.1.6(f) (including, without limitation, including its reasonable third-party attorneys’ fees and other professional fees)costs) (A) shall be added to the Debt, with (B) if not paid within ten (10) Business Days of demand therefor, shall thereafter bear interest at the Default Rate, for the period from the date of demand by Lender to Borrower for such payments Rate to the date of payment to Lender, shall constitute a portion of the Debt, and (C) shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand therefor.Agreement. Borrower hereby indemnifies
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Mortgage Loan Defaults. (a1) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur exist any default Event of Default under the Mortgage Loan Documents or if Mortgage Lender Loan Administrative Agent asserts that Mortgage Borrower an Event of Default has defaulted in the performance or observance of any term, covenant or condition of occurred and is continuing under the Mortgage Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Mortgage Lender Loan Administrative Agent shall have delivered proper notice to Mortgage Borrower, and without regard to any other defenses or offset rights Mortgage Borrower may have against Mortgage Loan Administrative Agent (on behalf of Mortgage Lender), Borrower hereby expressly agrees that Lender Administrative Agent (on behalf of Lenders) shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage 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 LenderAdministrative Agent, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender Lenders in the Loan Loans and/or the Collateral. Lender Administrative Agent shall have no obligation to complete any cure or attempted cure undertaken or commenced by LenderAdministrative Agent. All sums so paid and the costs and expenses incurred by Lender Administrative Agent in exercising rights under this Section 12.28(1) (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 Administrative Agent to Borrower for such payments to the date of payment to LenderAdministrative Agent, shall constitute a portion of the Debt, shall be secured by the Pledge Agreements Agreement and shall be due and payable to Lender Administrative Agent within two Business Days following demand therefor.
Appears in 1 contract
