No Lender Obligation. Nothing in this Loan Agreement shall: make Lender responsible for making or completing the Replacements, Repairs, or Restoration; require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item; obligate Lender to proceed with the Replacements, Repairs, or Restoration; or obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item. No Lender Warranty. Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty by Lender to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower.
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Samples: Multifamily Loan and Security Agreement, Multifamily Loan and Security Agreement
No Lender Obligation. Nothing in this Loan Agreement shall: make Lender responsible for making or completing the Replacements, Repairs, or Restoration; require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item; obligate Lender to proceed with the Replacements, Repairs, or Restoration; or obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item. No Lender Warranty. Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty by Lender to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower.
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No Lender Obligation. Nothing in this Loan Agreement shall: make Lender responsible for making or completing the Replacements, Repairs, or Restoration; require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item; obligate Lender to proceed with the Replacements, Repairs, or Restoration; or obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item. No Lender Warranty. Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty by Lender to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower. - DEFAULTS/REMEDIES Events of Default. The occurrence of any one or more of the following in this Section 14.1 shall constitute an Event of Default under this Loan Agreement. Automatic Events of Default. Any of the following shall constitute an automatic Event of Default: any failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document; any failure by Borrower to maintain the insurance coverage required by any Loan Document; any failure by Borrower to comply with the provisions of Section 4.2(mm) relating to its single asset status; if any warranty, representation, certification, or statement of Borrower or Guarantor in this Loan Agreement or any of the other Loan Documents is false, inaccurate, or misleading in any material respect when made; fraud, gross negligence, willful misconduct, or material misrepresentation or material omission by or on behalf of Borrower, Guarantor, or Key Principal or any of their officers, directors, trustees, partners, members, or managers in connection with: the application for, or creation of, the Indebtedness; any financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account Funds; the occurrence of any Transfer not permitted by the Loan Documents; the occurrence of a Bankruptcy Event; the commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement or the Security Instrument or Lender’s interest in the Mortgaged Property; if Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust, except as set forth in Section 11.3(hhhhh); any failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing for such Repair); or any exercise by the holder of any other debt instrument secured by a mortgage, deed of trust, or deed to secure debt on the Mortgaged Property of a right to declare all amounts due under that debt instrument immediately due and payable. Events of Default Subject to a Specified Cure Period. Any of the following shall constitute an Event of Default subject to the cure period set forth in the Loan Documents: if Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.3(iiiii) are met; the occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.3(jjjjj) are met; any failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.2(xx) and Section 5.2(yy); or any failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in the applicable Loan Document. Events of Default Subject to Extended Cure Period. The following shall constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event, or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further, however, no such written notice, grace period, or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan: any failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified in Section 14.1(gggggg) or Section 14.1(hhhhhh) above) as and when required. Remedies. Acceleration; Foreclosure. If an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option of Lender, shall immediately become due and payable, without any prior written notice to Borrower, unless applicable law requires otherwise (and in such case, after any required written notice has been given). Lender may exercise this option to accelerate regardless of any prior forbearance. In addition, Lender shall have all rights and remedies afforded to Lender hereunder and under the other Loan Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies available to Lender at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any). Any proceeds of a Foreclosure Event may be held and applied by Lender as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately due and payable without written notice or further action by Lender.
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No Lender Obligation. Nothing in this Loan Agreement shall: make Lender responsible for making or completing the Replacements, Repairs, or Restoration; require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item; obligate Lender to proceed with the Replacements, Repairs, or Restoration; or obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item. No Lender Warranty. Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty by Lender to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower. - DEFAULTS/REMEDIES Events of Default. The occurrence of any one or more of the following in this Section 14.1 shall constitute an Event of Default under this Loan Agreement. Automatic Events of Default. Any of the following shall constitute an automatic Event of Default: any failure to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document; any failure by Borrower to maintain the insurance coverage required by any Loan Document; any failure by Borrower to comply with the provisions of Section 4.2(nn) relating to its single asset status; if any warranty, representation, certification, or statement of Borrower or Guarantor in this Loan Agreement or any of the other Loan Documents is false, inaccurate, or misleading in any material respect when made; fraud, gross negligence, willful misconduct, or material misrepresentation or material omission by or on behalf of Borrower, Affiliated Property Operator, Guarantor, or Key Principal or any of their officers, directors, trustees, partners, members, or managers in connection with: the application for, or creation of, the Indebtedness; any financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account Funds; the occurrence of any Transfer not permitted by the Loan Documents; the occurrence of a Bankruptcy Event; the commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement or the Security Instrument or Lender’s interest in the Mortgaged Property; if Borrower, Affiliated Property Operator, Guarantor, or Key Principal is a trust, or if Control of Borrower, Affiliated Property Operator, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Affiliated Property Operator, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust, except as set forth in Section 11.3(vvvvv); any failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing for such Repair); any exercise by the holder of any other debt instrument secured by a mortgage, deed of trust, or deed to secure debt on the Mortgaged Property or any interest therein of a right to declare all amounts due under that debt instrument immediately due and payable; amendment or modification of Facility Operating Agreement not permitted by the Loan Documents; any failure by Borrower or any Property Operator to comply with the use and License requirements set forth in any Loan Document or as required by any applicable law; a Transfer or change in the holder of the Licenses not permitted by the Loan Documents; a termination of any Facility Operating Agreement not permitted by the Loan Documents; any loss by Borrower or any Property Operator of any License, or any failure by Borrower or any Property Operator to comply strictly with any consent order or decree or to correct, within the time deadlines set by any federal, state, or local licensing agency, any deficiency where such failure results, or under applicable laws and regulations, is reasonably likely to result, in an action by such agency with respect to the Mortgaged Property that may have a material adverse effect on Borrower, any Property Operator, or the management and operations of the Mortgaged Property or Borrower’s or Property Operator’s interest in the Mortgaged Property, including a termination, revocation, or suspension of any Licenses; if Borrower or any Property Operator: ceases to operate the Mortgaged Property as a Seniors Housing Facility or takes any action or permits to exist any condition that causes the Mortgaged Property to no longer be classified as a Seniors Housing Facility; ceases to provide such kitchens, separate bathrooms, and areas for eating, sitting, and sleeping in each independent living or assisted living unit or at a minimum, central bathing and dining facilities for Alzheimer’s/dementia care, as are provided as of the Effective Date; ceases to provide other facilities and services normally associated with independent living or assisted living units including central dining services with a commercial kitchen, periodic housekeeping, laundry services, customary transportation services, and social activities; provides or contracts for skilled nursing care for any of the units; or leases or holds available for lease to commercial tenants non-residential space (i.e., space other than the units, dining areas, activity rooms, lobby, parlors, kitchen, mailroom, marketing/management offices) exceeding ten percent (10%) of the net rental area; a default which continues beyond any applicable cure period under any Facility Operating Agreement; or an Event of Default or Default under any Operating Lease SNDA, any Collateral Assignment, or any other Affiliated Property Operator Document. Events of Default Subject to a Specified Cure Period. Any of the following shall constitute an Event of Default subject to the cure period set forth in the Loan Documents: if Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.3(wwwww) are met; the occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.3(xxxxx) are met; any failure by Borrower, Affiliated Property Operator, Key Principal, or Guarantor to comply with the provisions of Section 5.2(zz) and Section 5.2(aaa); or any failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in the applicable Loan Document. Events of Default Subject to Extended Cure Period. The following shall constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event, or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further, however, no such written notice, grace period, or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan: any failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified in Section 14.1(uuuuuu) or Section 14.1(vvvvvv) above) as and when required. Remedies. Acceleration; Foreclosure. If an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option of Lender, shall immediately become due and payable, without any prior written notice to Borrower, unless applicable law requires otherwise (and in such case, after any required written notice has been given). Lender may exercise this option to accelerate regardless of any prior forbearance. In addition, Lender shall have all rights and remedies afforded to Lender hereunder and under the other Loan Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies available to Lender at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any). Any proceeds of a Foreclosure Event may be held and applied by Lender as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately due and payable without written notice or further action by Lender.
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