Recourse for Certain Acts and Omissions. Lender shall have full recourse to Guarantor and all of its assets, and Guarantor shall be personally liable to Lender, for all Liabilities incurred or suffered by Lender or any Affiliate of Lender as a result of: (i) The commission of a criminal act by any Credit Party or the seizure by or forfeiture to any Government Authority of any Collateral or of any equity interest in a Credit Party; (ii) The failure by Borrower or any Credit Party to apply any funds derived from the Collateral, including operating revenues, security deposits, Insurance Proceeds and Condemnation Proceeds (as defined in the Mortgage), as required by the Loan Documents; (iii) Fraud or misrepresentation of any Credit Party made in or in connection with the Loan Documents or the Loan; (iv) Any Credit Party contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, trustee’s sale, UCC sale, or other action or proceeding to realize upon the Collateral; (B) any receivership proceeding; (C) the enforcement of the assignment of rents and leases in the Mortgage; or (D) any other enforcement of Lender’s rights, powers, and remedies under any of the Loan Documents pursuant to which Lender has a Lien (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such enforcement action by Lender or any Lender Affiliate with any other action, or otherwise); (v) Borrower’s failure to pay Impositions (as defined in the Mortgage) or maintain the insurance coverages required pursuant to the Loan Documents and pay all insurance premiums therefor; (vi) Damage or destruction to the Collateral caused by the acts or omissions of any Credit Party or any employee, agent, contractor, representative, invitee, or licensee of any Credit Party or the commission by any Credit party of any act of waste with respect to the physical Collateral; (vii) The failure of any Credit Party to perform its obligations with respect to environmental matters under any environmental indemnity or similar agreement relating to the Site; (viii) Borrower’s failure to pay for any loss, liability or expense (including reasonable attorneys’ fees) incurred by Lender arising out of any claim or allegation made by Borrower, its successors or assigns, or any creditor of Borrower, that the Loan Agreement or the transactions contemplated by the Loan 2004-2.10.14FINAL EXECUTION COPYLoan ID No(s): 012680371 and 012680404 22380042 Documents establish a joint venture, partnership or other similar arrangement between Borrower and Lender; (ix) Any brokerage commission or finder’s fees claimed in connection with the transactions contemplated by the Loan Documents; (x) Uninsured damage to the Collateral resulting from acts of terrorism; (xi) Borrower’s breach of its obligations under Section 3.10 of the Mortgage; (xii) The removal or disposal of any tangible personal property Collateral from the Site in violation of the terms and conditions of the Loan Documents or the abandonment or surrender of any Collateral of whatever type or character; (xiii) The failure by any Credit Party to comply with its indemnification obligations pursuant to the Loan Documents; (xiv) The payment of any distributions to any Credit Party or any Affiliate of a Credit Party, other than as permitted in the Loan Documents; (xv) The Management Agreement is terminated, surrendered or materially modified, in each case, without the prior written consent of Lender, in its sole discretion; or if any Credit Party that is a party thereto fails to materially comply with the terms of the Management Agreement; (xvi) Failure of the Borrower or the Site to be in compliance with all applicable zoning ordinances and regulations; or (xvii) An Event of Default described in Section 6.1(k) of the Loan Agreement occurs. Guarantor shall also be personally liable to Lender for reasonable attorney's fees and other costs and expenses incurred by Lender in connection with any of the foregoing or in enforcing its rights and remedies pursuant to any of the Loan Documents, including with respect to this Section, regardless of whether such matters are legal or equitable in nature or arise under tort or contract law.
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Recourse for Certain Acts and Omissions. Lender shall have full recourse to Guarantor and all of its assets, and Guarantor shall be personally liable to Lender, for all Liabilities incurred or suffered by Lender or any Affiliate of Lender as a result of:
(i) The commission of a criminal act by any Credit Party or the seizure by or forfeiture to any Government Authority of any Collateral or of any equity interest in a Credit Party;
(ii) The failure by Borrower or any Credit Party to apply any funds derived from the Collateral, including operating revenues, security deposits, Insurance Proceeds and Condemnation Proceeds (as defined in the Mortgage), as required by the Loan Documents;
(iii) Fraud or misrepresentation of any Credit Party made in or in connection with the Loan Documents or the Loan;
(iv) Any Credit Party contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, trustee’s sale, UCC sale, or other action or proceeding to realize upon the Collateral; (B) any receivership proceeding; (C) the enforcement of the assignment of rents and leases in the Mortgage; or (D) any other enforcement of Lender’s rights, powers, and remedies under any of the Loan Documents pursuant to which Lender has a Lien (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such enforcement action by Lender or any Lender Affiliate with any other action, or otherwise);
(v) Borrower’s failure to pay Impositions (as defined in the Mortgage) or maintain the insurance coverages required pursuant to the Loan Documents and pay all insurance premiums therefor;
(vi) Damage or destruction to the Collateral caused by the acts or omissions of any Credit Party or any employee, agent, contractor, representative, invitee, or licensee of any Credit Party or the commission by any Credit party of any act of waste with respect to the physical Collateral;
(vii) The failure of any Credit Party to perform its obligations with respect to environmental matters under any environmental indemnity or similar agreement relating to the Site;
(viii) Borrower’s failure to pay for any loss, liability or expense (including reasonable attorneys’ fees) incurred by Lender arising out of any claim or allegation made by Borrower, its successors or assigns, or any creditor of Borrower, that the Loan Agreement or the transactions contemplated by the Loan 2004-2.10.14FINAL EXECUTION COPYLoan ID No(s): 012680371 and 012680404 22380042 No: 012680358 22602139 22602139 Documents establish a joint venture, partnership or other similar arrangement between Borrower and Lender;
(ix) Any brokerage commission or finder’s fees claimed in connection with the transactions contemplated by the Loan Documents;
(x) Uninsured damage to the Collateral resulting from acts of terrorism;
(xi) Borrower’s breach of its obligations under Section 3.10 of the Mortgage;
(xii) The removal or disposal of any tangible personal property Collateral from the Site in violation of the terms and conditions of the Loan Documents or the abandonment or surrender of any Collateral of whatever type or character;
(xiii) The failure by any Credit Party to comply with its indemnification obligations pursuant to the Loan Documents;
(xiv) The payment of any distributions to any Credit Party or any Affiliate of a Credit Party, other than as permitted in the Loan Documents;; or
(xv) The Management Agreement is terminated, surrendered or materially modified, in each case, without the prior written consent of Lender, in its sole discretion; or if any Credit Party that is a party thereto fails to materially comply with the terms of the Management Agreement;
(xvi) Failure of the Borrower or the Site to be in compliance with all applicable zoning ordinances and regulations; or
(xvii) An Event of Default described in Section 6.1(k) of the Loan Agreement occurs. Guarantor shall also be personally liable to Lender for reasonable attorney's fees and other costs and expenses incurred by Lender in connection with any of the foregoing or in enforcing its rights and remedies pursuant to any of the Loan Documents, including with respect to this Section, regardless of whether such matters are legal or equitable in nature or arise under tort or contract law.
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Recourse for Certain Acts and Omissions. Lender shall have full recourse to Guarantor and all of its assets, and Guarantor shall be personally liable to Lender, for all Liabilities incurred or suffered by Lender or any Affiliate of Lender as a result of:
(i) The commission of a criminal act by any Credit Party or the seizure by or forfeiture to any Government Authority of any Collateral or of any equity interest in a Credit Party;
(ii) The failure by Borrower or any Credit Party to apply any funds derived from the Collateral, including operating revenues, security deposits, Insurance Proceeds and Condemnation Proceeds (as defined in the Mortgage), as required by the Loan Documents;
(iii) Fraud or misrepresentation of any Credit Party made in or in connection with the Loan Documents or the Loan;
(iv) Any Credit Party contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, trustee’s sale, UCC sale, or other action or proceeding to realize upon the Collateral; (B) any receivership proceeding; (C) the enforcement of the assignment of rents and leases in the Mortgage; or (D) any other enforcement of Lender’s rights, powers, and remedies under any of the Loan Documents pursuant to which Lender has a Lien (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such enforcement action by Lender or any Lender Affiliate with any other action, or otherwise);
(v) Borrower’s failure to pay Impositions (as defined in the Mortgage) or maintain the insurance coverages required pursuant to the Loan Documents and pay all insurance premiums therefortherefor except to the extent such failure to pay Impositions or insurance premiums arises solely from insufficient cash flows from operations of the Site (provided that any such insufficiency is not related to the misappropriation or misapplication of such cash flow by Borrower or any Credit Party);
(vi) Damage or destruction to the Collateral caused by the grossly negligent, reckless or intentional acts or omissions of any Credit Party or any employee, agent, contractor, representative, invitee, or licensee of any Credit Party or the commission by any Credit party Party of any act of material waste with respect to the physical Collateral;
(vii) The failure of any Credit Party to perform its obligations with respect to environmental matters under any environmental indemnity or similar agreement relating to the Siteagreement;
(viii) Borrower’s failure to pay for any loss, liability or expense (including reasonable attorneys’ fees) incurred by Lender arising out of any claim or allegation made by Borrower, its successors or assigns, or any creditor of Borrower, that the Loan Agreement or the transactions contemplated by the Loan 2004-2.10.14FINAL EXECUTION COPYLoan ID No(s): 012680371 and 012680404 22380042 Documents establish a joint venture, partnership or other similar arrangement between Borrower and Lender;
(ix) Any brokerage commission or finder’s fees claimed in connection with the transactions contemplated by the Loan DocumentsDocuments to the extent that such brokerage commission or finder’s fees arise from the acts of any Credit Party;
(x) Uninsured If Borrower fails to maintain terrorism insurance coverage as required under the Loan Documents, such coverage is available in the locale of the Site at commercially reasonable rates, and there is sufficient cash flow from the Site to pay the applicable insurance premiums (provided any insufficiency is not related to misappropriation or misapplication of cash flow by Borrower or any Credit Party), uninsured damage to the Collateral resulting from acts of terrorism;
(xi) Borrower’s breach of its obligations under Section 3.10 of the Mortgage;
(xii) The removal or disposal of any tangible personal property Collateral from the Site in violation of the terms and conditions of the Loan Documents or the abandonment or surrender of any Collateral of whatever type or character;
(xiii) The failure by any Credit Party to comply with its indemnification obligations pursuant to the Loan Documents;
(xiv) The payment of any distributions to any Credit Party or any Affiliate of a Credit Party, other than as permitted in the Loan Documents;; or
(xv) The Management Agreement is terminatedterminated without a replacement management agreement delivered in accordance with Section 4.8 of the Loan Agreement, surrendered or materially modified, in each case, without the prior written consent of Lender, in its sole discretion; or if any Credit Party that is a party thereto fails to materially comply with the terms of the Management Agreement;
(xvi) Failure of the Borrower or the Site to be in compliance with all applicable zoning ordinances and regulations; or
(xvii) An Event of Default described in Section 6.1(k) of the Loan Agreement occurs. Guarantor shall also be personally liable to Lender for reasonable attorney's fees and other costs and expenses incurred by Lender in connection with any of the foregoing or in enforcing its rights and remedies pursuant to any of the Loan Documents, including with respect to this Section, regardless of whether such matters are legal or equitable in nature or arise under tort or contract law.
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Recourse for Certain Acts and Omissions. Lender shall have full recourse to Guarantor and all of its assets, and Guarantor shall be personally liable to Lender, for all Liabilities incurred or suffered by Lender or any Affiliate of Lender as a result of:
(i) The commission of a criminal act by any Credit Party or the seizure by or forfeiture to any Government Authority of any Collateral or of any equity interest in a Credit Party;
(ii) The failure by Borrower or any Credit Party to apply any funds derived from the Collateral, including operating revenues, security deposits, Insurance Proceeds and Condemnation Proceeds (as defined in the Mortgage), as required by the Loan Documents;
(iii) Fraud or misrepresentation of any Credit Party made in or in connection with the Loan Documents or the Loan;
(iv) Any Credit Party contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, trustee’s sale, UCC sale, or other action or proceeding to realize upon the Collateral; (B) any receivership proceeding; (C) the enforcement of the assignment of rents and leases in the Mortgage; or (D) any other enforcement of Lender’s rights, powers, and remedies under any of the Loan Documents pursuant to which Lender has a Lien (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such enforcement action by Lender or any Lender Affiliate with any other action, or otherwise);
(v) Borrower’s failure to pay Impositions (as defined in the Mortgage) or maintain the insurance coverages required pursuant to the Loan Documents and pay all insurance premiums therefor;
(vi) Damage or destruction to the Collateral caused by the acts or omissions of any Credit Party or any employee, agent, contractor, representative, invitee, or licensee of any Credit Party or the commission by any Credit party Party of any act of waste with respect to the physical Collateral;
(vii) The failure of any Credit Party to perform its obligations with respect to environmental matters under any environmental indemnity or similar agreement relating to the Siteagreement;
(viii) Borrower’s failure to pay for any loss, liability or expense (including reasonable attorneys’ fees) incurred by Lender arising out of any claim or allegation made by Borrower, its successors or assigns, or any creditor of Borrower, that the Loan Agreement or the transactions contemplated by the Loan 2004-2.10.14FINAL EXECUTION COPYLoan ID No(s): 012680371 and 012680404 22380042 Documents establish a joint venture, partnership or other similar arrangement between Borrower and Lender;
(ix) Any brokerage commission or finder’s fees claimed in connection with the transactions contemplated by the Loan Documents;
(x) Uninsured damage to the Collateral resulting from acts of terrorism;
(xi) Borrower’s breach of its obligations under Section 3.10 of the Mortgage;
(xii) The removal or disposal of any tangible personal property Collateral from the Site in violation of the terms and conditions of the Loan Documents or the abandonment or surrender of any Collateral of whatever type or character;
(xiii) The failure by any Credit Party to comply with its indemnification obligations pursuant to the Loan Documents;; or
(xiv) The payment of any distributions to any Credit Party or any Affiliate of a Credit Party, other than as permitted in the Loan Documents;
(xv) The Management Agreement is terminated, surrendered or materially modified, in each case, without the prior written consent of Lender, in its sole discretion; or if any Credit Party that is a party thereto fails to materially comply with the terms of the Management this Agreement;
(xvi) Failure of the Borrower or the Site to be in compliance with all applicable zoning ordinances and regulations; or
(xvii) An Event of Default described in Section 6.1(k) of the Loan Agreement occurs. Guarantor shall also be personally liable to Lender for reasonable attorney's ’s fees and other costs and expenses incurred by Lender in connection with any of the foregoing or in enforcing its rights and remedies pursuant to any of the Loan Documents, including with respect to this Section, regardless of whether such matters are legal or equitable in nature or arise under tort or contract law.
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