Agreement by Borrower and Manager Sample Clauses

Agreement by Borrower and Manager. Borrower and Manager hereby agree that upon the occurrence of an Event of Default under the Loan Agreement or any of the other Loan Documents during the term of this Assignment or upon the occurrence of any event which would entitle Lender to terminate, or cause the termination of, the Manager or the Management Agreement in accordance with the terms of the Loan Documents, (a) Manager shall, at the request of Lender, continue to perform all of Manager’s obligations under the terms of the Management Agreement with respect to the Property, or (b) at the option of Lender exercised by written notice to Borrower and Manager, Borrower and Manager shall immediately terminate the Management Agreement and Manager shall transfer its responsibility for the management of the Property to a Qualified Manager selected by Lender.
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Agreement by Borrower and Manager. Borrower and Manager hereby agree that in the event of a default by Borrower (continuing beyond any applicable grace period) under the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents (each, an “Event of Default”) during the term of this Assignment or upon the occurrence of any event which would entitle Agent to terminate the Management Agreement in accordance with the terms of the Loan Documents, Agent may terminate the Management Agreement and require Manager to transfer its responsibility for the management of the Property to a management company selected by Agent in Agent’s sole discretion, effective as of the date set forth in Agent’s notice to Manager. Following any such termination, Manager shall apply all rents, security deposits, issues, proceeds and profits of the Property in accordance with Agent’s written directions to Manager.
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Agreement by Borrower and Manager. Borrower and Manager hereby agree that upon the occurrence of an Event of Default under the Loan Documents during the term of this Assignment or upon the occurrence of any event which would entitle Lender to terminate, or cause the termination of, the Management Agreement in accordance with the terms of the Loan Documents, (a) Manager shall, at the request of Lender, continue to perform all of Manager's obligations under the terms of the Management Agreement with respect to the Properties so long as Manager receives compensation therefor pursuant to the Management Agreement from Borrower or Lender, or (b) at the option of Lender exercised by written notice to Borrower and Manager, Borrower and Manager shall immediately terminate the Management Agreement and Manager shall transfer its responsibility for the management of the Properties to a Qualified Manager selected by Lender.
Sample 1
Agreement by Borrower and Manager. Borrower and Manager hereby agree that upon the occurrence and during the continuance of an Event of Default under any of the Loan Documents during the term of this Agreement, Lender may, at its sole option exercised by written notice to Borrower and Manager, either: Require Manager to continue performance under the Management Agreement on behalf of Lender, whereupon Lender shall have the right to exercise all of the rights and remedies of the owner of the Property under the Management Agreement, and all rents, security deposits, issues, proceeds, and profits of the Property collected by Manager, after payment of all costs and expenses of operating the Property (including, without limitation, operating expenses, real estate taxes, insurance premiums, repairs and maintenance and the fees and commissions payable under the Management Agreement), will be applied in accordance with Lender's written directions to Manager (provided that Manager shall receive compensation as set forth below); or Immediately terminate the Management Agreement and require Manager to transfer its responsibility for the management of the Property to a management company selected by Lender in Lender's sole and absolute discretion. If Lender shall exercise its right under this section to require Manager to continue performance under the Management Agreement, Manager will perform its obligations under the Management Agreement for the benefit and at the direction of Lender, notwithstanding any counterclaim, right of set-off, claim for additional payment, defense or like right of Manager against Borrower or Borrower's default (including non-payment) under, or breach of, the Management Agreement; provided, however, that Manager receives the compensation provided for in the Management Agreement for services performed for Lender after notice from Lender of its exercise of its rights to require performance. In addition, if Lender shall exercise its right to require Manager to perform under the Management Agreement, Lender shall have the right at any time thereafter, upon not less than thirty (30) days' prior notice to Manager, to terminate the Management Agreement, without cause.
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Agreement by Borrower and Manager. Borrower and Manager hereby agree that upon the occurrence and during the continuance of an Event of Default during the term of this Assignment or upon the occurrence of any event which would entitle Lender to terminate the Management Agreement in accordance with the terms of the Loan Documents, Lender may terminate the Management Agreement and require Manager to transfer its responsibility for the management of the Property to a management company selected by Lender in Lender's reasonable discretion, effective as of the date set forth in Lender's notice to Manager. Following any such termination, Manager shall apply all rents, security deposits, issues, proceeds and profits of the Property in accordance with Lender's written directions to Manager. Any such termination of the Management Agreement by Lender hereunder (and any termination under Sections 5 or 6 hereof) shall, as between Borrower and Manager, be deemed a termination by Borrower under the Management Agreement, and Manager's rights with respect to Borrower shall be determined pursuant to the terms of the Management Agreement.
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Agreement by Borrower and Manager. Each Borrower and Manager hereby agree that upon the occurrence of an “Event of Default” (as defined in the Credit Agreement) during the term of this Agreement or upon the occurrence of any other event beyond any applicable notice and cure period which would entitle Agent to terminate any or all of the Management Agreements in accordance with the terms of the Credit Agreement, Agent may upon written notice to Borrowers and Manager (i) terminate the relevant Management Agreements, at no cost or expense to Agent or any Lender, and Manager shall transfer its responsibility for the management of the applicable Property to a management company selected by Agent in Agent’s sole discretion, effective as of the date set forth in Agent’s notice to Manager or (ii) retain the Manager pursuant to the terms of the applicable Management Agreement for such period of time as the Agent shall determine in its sole and absolute discretion, provided that thereafter, Agent may terminate the applicable Management Agreement upon thirty (30) days written notice to Manager. Following any termination, Manager shall apply all rents, security deposits, issues, proceeds and profits of the relevant Property in accordance with Agent’s written directions to Manager. Manager shall only terminate any Management Agreement in accordance with the terms set forth in each such Management Agreement (as further qualified by Section 5(b) below). In the event that Agent requests that Manager continue to perform the obligations under the terms of any Management Agreement with respect to a Property from and after an Event of Default, or the Manager is EXHIBIT H – CBL 4873-9001-7310\2 otherwise performing its obligations under the Management Agreement, Manager shall be entitled to collect and receive Management Fees and reimbursements of costs pursuant to the applicable Management Agreement for such period notwithstanding the existence of an Event of Default or the subordination provided in this Agreement. The foregoing to the contrary notwithstanding, Agent shall have no liability for any Management Fees or reimbursable costs accrued and unpaid prior to an Event of Default.
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Agreement by Borrower and Manager. Borrower and Manager hereby agree that in the event of a default (continuing beyond any applicable grace period) under the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents (each, an “Event of Default”) during the term of this Assignment or upon the occurrence of any event which would entitle Lender to terminate (or cause Borrower or Master Tenant to terminate) the Management Agreement in accordance with Section 7.3 of the Loan Agreement, Lender may terminate (or cause Borrower or Master Tenant to terminate) the Management Agreement and require Manager to transfer its responsibility for the management of the Property to a management company selected by Lender in Lender’s sole discretion, effective as of the date set forth in Lender’s notice to Manager. Manager shall apply all rents, security deposits, issues, proceeds and profits of the Property in accordance with Lender’s written directions to Manager.
Sample 1
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Agreement by Borrower and Manager. Borrower and Manager hereby agree that upon the occurrence and during the continuance of a Default, at the option of Administrative Agent exercised by written notice to Borrower and Manager, all rents, security deposits, issues, proceeds and profits of the Property collected by Manager, after payment of all costs and expenses of operating the Property (including, without limitation, operating expenses, real estate taxes, insurance premiums, repairs and maintenance and the fees and commissions payable under the Management Agreement), shall be applied in accordance with Administrative Agent’s written directions to Manager.
Sample 1
Agreement by Borrower and Manager. The Borrower and the Manager hereby agree that upon the occurrence of any Event of Default, at the option of the Lender exercised by written notice to the Borrower and the Manager (a) all rents, security deposits, issues, revenues, income, proceeds and profits of the Premises collected by the Manager, after payment of all costs and expenses of operating the Premises (including, without limitation, Operating Expenses, real estate taxes, insurance premiums, repairs and maintenance and the fees and commissions payable under the Management Agreement), shall be applied in accordance with the Lender’s written directions to the Manager; and (b) the Lender may exercise its rights under this Assignment and any of the other Loan Documents, and may immediately terminate the Management Agreement and require the Manager to transfer its responsibility for the management of the Premises to another Person selected by the Lender in the Lender’s sole and absolute discretion. In no event shall the Lender be liable for any termination, severance or other fees to the Manager or others resulting from any such termination.
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Related to Agreement by Borrower and Manager

  • Reimbursement by Borrower The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that, neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.1.2(d). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower Representative may request an Advance hereunder on behalf of the applicable Borrower for the purpose of satisfying any Reimbursement Obligation.

  • Assignment by Borrower The Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks.

  • Execution of Loan Documents Unless the Administrative Agent otherwise specifies with respect to any Loan Document, (a) this Agreement and any other Loan Document may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Agreement or any other Loan Document, as the case may be, when taken together will be deemed to be but one and the same instrument and (b) execution of any such counterpart may be evidenced by a telecopier transmission of the signature of such party. The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto.

  • Loan Documents The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise any and all of its rights under any and all of the other Loan Documents.

  • Reimbursement by Lenders To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

  • Relationship of Borrower and Lender The relationship between Borrower and Lender is solely that of debtor and creditor, and Lender has no fiduciary or other special relationship with Borrower, and no term or condition of any of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents shall be construed so as to deem the relationship between Borrower and Lender to be other than that of debtor and creditor.

  • Indemnity by Borrower Borrower agrees to indemnify, save and hold harmless the Administrative Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of “Taxes” in Section 3.10(e)) if the claim, demand, action or cause of action arises out of or relates to (i) any act or omission (or alleged act or omission) of Borrower, any Subsidiary or other Affiliate of Borrower or any partner, officer, director, stockholder, or other equity interest holder of Borrower relating to the Revolving Facility, (ii) the use or contemplated use of proceeds of any Borrowing, (iii) the relationship of Borrower and the Lenders under this Agreement, or (iv) the Loan Documents or the Revolving Facility in any other manner or aspect; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any liability, loss, cost or expense caused by its own gross negligence or willful misconduct or for any liability, loss, cost or expense asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower’s prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees, provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 11.11 shall survive the expiration or termination of this Agreement and the repayment of all Borrowings and the payment and performance of all other Obligations owed to the Lenders.

  • Correction of Loan Documents Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties.

  • Modification of Loan Documents At any time or from time to time and any number of times, without notice to Guarantor and without affecting the liability of Guarantor, all of the following will apply:

  • No Assignment by Borrower The Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of the Lenders.

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