By Borrower. If the Lender has become a Defaulting Lender due to a failure to fund its Advances hereunder, Borrower may at its option replace such Defaulting Lender under Section 2.18(b).
By Borrower. Borrower hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future against Lender and/or its participants, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in any manner connected with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, prior to the execution of this Agreement with respect to the Obligations, the Financing Documents and/or the administration thereof or the obligations created thereby; (ii) any discussions, commitments, negotiations, conversations or communications with respect to the refinancing, restructuring or collection of any Obligations prior to the execution of this Agreement; or (iii) any thing or matter related to any of the foregoing. The inclusion of this paragraph in this Agreement, and the execution of this Agreement by Lender, does not constitute an acknowledgment or admission by any Lender of liability for any matter, or a precedent upon which liability may be asserted.
By Borrower. The Borrower shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.
By Borrower s execution and delivery of this Amendment, Borrower hereby renews and remakes in favor of the Bank, as of the date hereof, all of Borrower's representations, warranties and covenants made in the Loan Documents, with the same effect as if they were made on and as of the date of this Amendment, other than any such representation or warranty which specifically relates to a specified prior date.
By Borrower. The Borrower agrees and undertakes that prior to the Discharge Date, it shall not, without the prior consent in writing of the Agent and the Banks:-
By Borrower. Borrower hereby acknowledges that it is unconditionally liable to Lender for the full payment of each of the obligations set forth at Schedule A hereto and incorporated herein by reference, plus all charges that may arise under the various documents executed or delivered by Borrower evidencing or relating to such obligations including, without limitation, the Loan Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh Amendment (collectively, the "Financing Documents"), plus all attorneys' fees and costs of collection incurred in connection with such obligations by Lender (hereinafter all such obligations are referred to as the "Obligations"), and that, as of the date hereof, Borrower has no defenses, counterclaims or set-offs with respect to the full and immediate payment of any or all Obligations.
By Borrower. If (A) any Lender requests compensation under Section 3.04, (B) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (C) any Lender is a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
By Borrower. Borrower hereby acknowledges that it is unconditionally liable to Lender for the full payment of each of the obligations set forth at Schedule A hereto and incorporated herein by reference, plus all charges that may arise under the various documents executed or delivered by Borrower evidencing or relating to such obligations including, without limitation, the Loan Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment (collectively, the "Financing Documents"), plus all attorneys' fees and costs of collection incurred in connection with such obligations by Lender (hereinafter all such obligations are referred to as the "Obligations"), and that, as of the date hereof, Borrower has no defenses, counterclaims or set-offs with respect to the full and immediate payment of any or all Obligations.
By Borrower. On each date on which a payment is to be made by the Borrower, it shall make that payment to the Agent in the currency specified in Clause 16.3 (Currency of Payments) in such funds and by such time on the due date as may then be generally accepted for the settlement in the Place of Payment of international payments in that currency. All such payments shall be made to such account with such bank in the Place of Payment as the Agent may specify.
By Borrower. Borrower represents and warrants the following to Lender and the Designee, both as of the date of this Agreement and as of the Delivery Date: (i) Borrower owns title to the Property, free and clear of liens, title exceptions, claims or encumbrances arising by, through or under Borrower or Key Principal, other than (i) Permitted Encumbrances, and (ii) the liens and interests created or perfected by the Loan Documents. To Borrower's knowledge, there is no basis upon which a lien, title exception, claim or encumbrance arising by, through or under Borrower or Key Principal could be justifiably asserted against any of the Property at any time in the future. (ii) All representations, information and statements made, provided, or delivered to Lender by the officers, directors or management personnel of Borrower or Key Principal are complete and accurate in all material respects and are not misleading (by inclusion or omission) in any material respect. (iii) Effective as of the Closing Date, or the earliest permissible date thereafter pursuant to the terms thereof, Borrower and Key Principal will terminate each contract or agreement, whether written or oral, relating to the Property or any part thereof which is not being assumed by the Designee pursuant to the Closing Documents and shall remain solely responsible for any liabilities arising thereunder. Borrower has previously made available to Lender, the Designee, or the Designee's property manager complete copies of each material contract or agreement relating to the Property. (iv) Except as set forth in the Schedule of Pending Litigation attached hereto, the Property is not subject to any litigation, suit, action, investigation, grievance, arbitration proceeding, or controversy or claim before any court, administrative agency or other governmental authority, and neither Borrower nor Key Principal is in violation of or in default with respect to any judgment, order, award, writ, injunction, or decree of any court or any material law, ordinance, rule, regulation or decree of any administrative agency or governmental authority relating to or affecting the Property. -5- (v) Borrower has all requisite power and authority to execute this Agreement and the Closing Documents. The execution and delivery of this Agreement by Borrower and all agreements provided for herein, and the consummation of all transactions contemplated hereby, have been duly authorized by all requisite corporate action. This Agreement and all such...
