Performance by Xxxxxxxx. Xxxxxxxx hereby acknowledges and agrees that Xxxxxxxx’s observance, performance and fulfillment of each and every covenant, term and provision to be observed and performed by Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents is a material inducement to Lender in making the Loan.
Performance by Xxxxxxxx. Unless Borrower obtains Xxxxxx's prior written consent, Borrower shall not:
(i) terminate its interest in any of the Collateral; or
(ii) sell, transfer, or assign, or offer to sell, transfer or assign all or any part of the Collateral or permit all or any part of the Collateral to be sold, transferred, or assigned; or
(iii) remove or consent to the removal of any of the Equipment from the Development Property.
Performance by Xxxxxxxx. 2.1. Notwithstanding this Assignment, Borrower shall remain liable for any obligations undertaken by it pursuant to any Lease. Lender may elect, in its sole discretion, to assume any and all such obligations of Borrower under any Lease by written notice to the resident under such Lease with a copy to Borrower; provided, however, that Borrower shall remain liable for such obligations notwithstanding such election by Xxxxxx.
2.2. Notwithstanding any legal presumption to the contrary, Lender shall not be obligated by reason of acceptance of this Assignment to perform any obligation of Borrower under the Leases. This Assignment shall not place responsibility for the control, care, management, upkeep, operation or repair of all or any part of the Premises upon Lender, or make Lender liable or responsible for any negligence in the control, care, management, upkeep, operation or repair of all or any part of the Premises resulting in loss or injury or death to any tenant, resident, licensee, employee or other person or loss of or damage to the property of any of the foregoing.
2.3. Xxxxxxxx hereby agrees to defend, indemnify and hold harmless Lender from any and all claims, liability, loss or damage, costs and expenses (including reasonable attorneys' fees) arising from any claims by any tenant, resident or licensee under any Lease or any employee or other person in connection with the Lease, except for actions arising solely by reason of Xxxxxx's negligence or willful misconduct.
2.4. Xxxxxxxx agrees that it will faithfully observe, discharge and perform all of the obligations and agreements imposed upon Borrower under the Leases. Borrower shall not do any of the following without the prior written consent of Lender, which consent shall not be unreasonably withheld:
(a) consent to any material modification, alteration, cancellation, extension or assignment of any of the Leases; (b) reduce, waive or defer payment of the Rent under any of the Leases to any material extent; (c) collect or accept payment of any of the Rents arising or accruing under any Lease more than one (1) month in advance of the time when the same shall become due under the terms of such Lease; or (d) waive or release any resident or tenant from any material obligation or condition under any of the Leases.
Performance by Xxxxxxxx. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender.
Performance by Xxxxxxxx. Xxxxxxxx hereby acknowledges and agrees that Xxxxxxxx’s observance, performance and fulfillment of each and every covenant, term and provisions to be observed and performed by Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents to which it is a party is a material inducement to Lender in making the Loan.
Performance by Xxxxxxxx. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed and performed by Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents and any other agreement or instrument affecting or pertaining to the Property and any amendments, modifications of changes thereto.
Performance by Xxxxxxxx. Borrower shall (i) at all times comply in all material respects with all Easements, covenants, restrictions, declarations or other agreements of record to which Borrower is a party or to which Borrower or the Property is bound, and (ii) without the prior written consent of Administrative Agent (not to be unreasonably withheld, conditioned or delayed), will not terminate, or amend or modify in any material respect, any of the foregoing.
Performance by Xxxxxxxx. All covenants of Novamind under this Agreement to be performed or complied with on or before the Effective Time which have not been waived by Numinus shall have been duly performed or complied with by Novamind in all material respects, and Numinus shall have received a certificate of Novamind, addressed to Numinus and dated the Effective Date, signed on behalf of Novamind by two senior officers of Novamind (on Novamind’s behalf and without personal liability), confirming the same as of the Effective Date.
Performance by Xxxxxxxx. Observe, perform and satisfy, in a timely manner, all the terms, provisions, covenants and conditions of, and pay when due all costs, fees and expenses to the extent required under the Loan Documents and delivered by, or applicable to Borrower; and
Performance by Xxxxxxxx. Subject to Section [8.13], so long as any Loan remains outstanding and unpaid or any other amount is owing to any Facility Lender hereunder, the Borrower will promptly pay all amounts payable by it under this Credit Agreement and the Note in accordance with the terms hereof and thereof and shall duly perform each of its obligations under this Credit Agreement and the Note. Notwithstanding the foregoing, the parties hereto acknowledge that it is the intent of the parties that all payments of Basic Rent and the Lease Balance (other than any Excepted Payments) shall be made to Administrative Agent, and that Administrative Agent shall distribute such funds pursuant to Section 5.3
