Replacement of Borrower From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "Notice of Replacement Subordination Agent") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder.
Location of Borrower The Borrower's place of business (or, if the Borrower has more than one place of business, its chief executive office) is located at the address listed under the Borrower's signature on this Agreement.
Prepayments of Other Indebtedness Modifications of Organizational Documents and Other Documents, etc. 90 SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries 90 SECTION 6.13 [Reserved.] 91 SECTION 6.14 [Reserved.] 91 SECTION 6.15 Business 91 SECTION 6.16 Limitation on Accounting Changes 91 SECTION 6.17 Fiscal Year 91 SECTION 6.18 No Further Negative Pledge 91 SECTION 6.19 Anti-Terrorism Law; Anti-Money Laundering 92 SECTION 6.20 Embargoed Person 92 ARTICLE VII GUARANTEE SECTION 7.01 The Guarantee 93 SECTION 7.02 Obligations Unconditional 93 SECTION 7.03 Reinstatement 94 SECTION 7.04 Subrogation; Subordination 94 SECTION 7.05 Remedies 94 SECTION 7.06 Instrument for the Payment of Money 95 SECTION 7.07 Continuing Guarantee 95 SECTION 7.08 General Limitation on Guarantee Obligations 95 SECTION 7.09 Release of Guarantors 95 SECTION 7.10 Right of Contribution 95 ARTICLE VIII EVENTS OF DEFAULT SECTION 8.01 Events of Default 96 SECTION 8.02 Rescission 98 SECTION 8.03 Application of Proceeds 98 ARTICLE IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SECTION 9.01 Appointment and Authority 99 SECTION 9.02 Rights as a Lender 99 SECTION 9.03 Exculpatory Provisions 99 SECTION 9.04 Reliance by Agent 100 SECTION 9.05 Delegation of Duties 101
Repayment of Borrowings repay the principal of, or pay interest on or any other sum in connection with any of its Borrowed Money except for Borrowed Money pursuant to the Security Documents;
Organization of Borrower With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)
Defenses of Borrower Waived To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case may be, or any security.
NO DEFENSES OF BORROWER Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.
Loans, Advances and Investments Make or permit to remain outstanding any loan or advance to, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, or consummate any Acquisition, except that the Company or any Subsidiary may
Borrower The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.
Condition of Borrower or Guarantor The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.
