Common use of Senior Mezzanine Loan Defaults Clause in Contracts

Senior Mezzanine 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 Senior Mezzanine Loan Documents or if Senior Mezzanine Lender asserts that Senior Mezzanine Borrower has defaulted in the performance or observance of any term, covenant or condition of the Senior Mezzanine Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Senior Mezzanine Lender shall have delivered proper notice to Senior Mezzanine Borrower, and without regard to any other defenses or offset rights Senior Mezzanine Borrower may have against Senior Mezzanine Lender), Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Senior Mezzanine Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Mezzanine Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Senior Mezzanine Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Mezzanine Loan Documents on the part of Senior Mezzanine 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. (b) Borrower shall not, and shall not cause or permit Senior Mezzanine Borrower or any other Person to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Mezzanine Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral, including the Senior Mezzanine Collateral and the Properties, in accordance with the provisions of this Agreement and the other Loan Documents. (c) Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Senior Mezzanine Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall cause Senior Mezzanine Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Mezzanine Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Mezzanine Loan. (d) If Lender shall receive a copy of any notice of default under the Senior Mezzanine Loan Documents sent by Senior Mezzanine Lender to Senior Mezzanine Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender. (e) Any default under the Senior Mezzanine Loan which is cured by Lender, after any applicable grace, notice or cure period under the Senior Mezzanine Loan Documents, shall constitute an immediate Event of Default under this Agreement without any notice, grace or cure period otherwise applicable under this Agreement. (f) In the event that Lender makes any payment in respect of the Senior Mezzanine Loan, Lender shall be subrogated to all of the rights of Senior Mezzanine Lender under the Senior Mezzanine Loan Documents against the Senior Mezzanine Collateral and Senior Mezzanine Borrower in addition to all other rights Lender may have under the Loan Documents or applicable law.

Senior Mezzanine 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 (as such term is defined in the Senior Mezzanine Loan Agreement) under the Senior Mezzanine Loan Documents or if Senior Mezzanine Lender asserts that Senior Mezzanine Borrower has defaulted in the performance or observance of any term, covenant or condition of the Senior Mezzanine Loan Documents (whether or not the same shall have continued beyond any applicable notice or grace periods, whether or not Senior Mezzanine Lender shall have delivered proper notice to Senior Mezzanine Borrower, and without regard to any other defenses or offset rights Senior Mezzanine Borrower may have against Senior Mezzanine Lender)Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to or demand on Borrower or Senior Mezzanine Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Mezzanine 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 and/or Senior Mezzanine Borrower, Loan Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Mezzanine Loan Documents on the part of Senior Mezzanine Loan 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 11.2 (including, without limitation, including reasonable 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, and (v) shall be secured by the Pledge Agreements and shall be due and payable to Lender within two Business Days following demand thereforPledge. (b) Borrower shall not, and shall not cause or permit Senior Mezzanine Borrower or any other Person to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Mezzanine Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral, including the Senior Mezzanine Collateral and the Properties, in accordance with the provisions of this Agreement and the other Loan Documents. (c) Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, including reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), ) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions, other than those caused directly by the gross negligence or willful malfeasance of Lender. Lender shall have no obligation to Borrower, Sole Member, Senior Mezzanine Loan Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall cause not permit Senior Mezzanine Loan Borrower to not impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default Default or asserted default Event of Default (as such terms are defined in the Senior Mezzanine Loan Agreement) under the Senior Mezzanine Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default such Default or asserted default Event of Default (as such terms are defined in the Senior Mezzanine Loan Agreement) under the Senior Mezzanine Loan. (c) Any default or breach by Senior Mezzanine Loan Borrower under the Senior Mezzanine Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Senior Mezzanine Loan Borrower under the Senior Mezzanine Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any Event of Default (as such terms are defined in the Senior Mezzanine Loan Agreement), or the assertion by Senior Mezzanine Lender that an Event of Default (as such terms are defined in the Senior Mezzanine Loan Agreement) has occurred under the Senior Mezzanine Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Senior Mezzanine Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Mezzanine Loan Documents sent by Senior Mezzanine Lender to Senior Mezzanine Loan Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud11.2, illegal acts, except for Lender’s gross negligence or willful misconduct of Lender. (e) Any default under the Senior Mezzanine Loan which is cured by Lender, after any applicable grace, notice or cure period under the Senior Mezzanine Loan Documents, shall constitute an immediate Event of Default under this Agreement without any notice, grace or cure period otherwise applicable under this Agreement. (f) misconduct. In the event that Lender makes any payment in respect of the Senior Mezzanine Loan, Lender shall be subrogated to all of the rights of Senior Mezzanine Lender under the Senior Mezzanine Loan Documents against the Senior Mezzanine Collateral and Senior Mezzanine Borrower Property, in addition to all other rights Lender it may have under the Loan Documents or applicable lawDocuments.