Common use of Conditions to this Agreement Clause in Contracts

Conditions to this Agreement. On or prior to the date hereof (or at such other time as may be specified below), as a condition to the Lender’s agreement to the Third Extension, Borrower shall satisfy the following conditions: 1. On or before the date of this Agreement, Borrower shall have prepaid the outstanding principal balance of the Loan by One Million One Hundred Thousand and NO/100 Dollars ($1,100,000.00) pursuant to Section 2.3.3 of the Loan Agreement (the “Principal Paydown”). Lender hereby waives the condition precedent to the Principal Paydown that Borrower deliver thirty (30) days’ prior written notice thereof with respect solely to the Principal Paydown. For the avoidance of doubt, Lender does not waive such notice requirement for any additional optional prepayments of the Loan. 2. Borrower and Guarantor shall each have certified to Lender that no Default or Event of Default has occurred and is continuing on the date of this Agreement. 3. Borrower shall have secured, on or before the date of this Agreement, an extension of or the replacement of the Interest Rate Protection Agreement, which shall (i) be for a term commencing on or prior to the date hereof and expiring no earlier than the Third Extended Maturity Date, (ii) have a notional amount which shall not at any time be less than the outstanding principal balance of the Loan, (iii) have a strike price equal to six percent (6.00%), (iv) be with a Counterparty satisfying the requirements set forth in Section 2.6 of the Loan Agreement (as amended by this Agreement), (v) have terms acceptable to Lender, and (vi) be assigned to Lender. 4. Borrower shall have delivered to Lender, at Borrower’s sole cost and expense (a) an updated title search for the Property, (b) a title insurance date down endorsement issued in connection with the Title Insurance Policy insuring the continued priority of the lien of the Existing Mortgages, which shows no encumbrances on the Property other than the Permitted Encumbrances and any subsequent encumbrances expressly approved in writing by Lender and (c) new or updated appraisals, environmental reports, and engineering reports, if required by Lender. 5. Borrower shall have paid to Lender an application fee in an amount equal to $170,500.00. 6. An original copy of this Agreement executed by Borrower and Guarantor and all other documentation related to the extension of the Loan as contemplated by this Agreement shall be delivered to Lender. 7. Borrower shall have paid to Lender (x) any Principal and interest due in accordance with the terms of the Existing Notes (including, for the avoidance of doubt, interest at the increased Spread from April 1, 2010, as modified pursuant to Section A.5 of this Agreement), (y) any other sums due and payable under the Loan Documents and (z) all other fees, costs and expenses of Lender incident to the preparation and execution hereof and the consummation of this Agreement, including, but not limited to, reasonable attorneys’ fees and disbursements, any servicing fees and any expenses (including, but not limited to, appraisals).

Conditions to this Agreement. On or prior ▇▇▇▇▇▇▇▇'s execution and delivery of this Agreement (and the effectiveness of Landlord's subordination contained herein) is expressly subject to the date hereof (or at such other time as may be specified below), as a condition to the Lender’s agreement to the Third Extension, Borrower shall satisfy and contingent upon each of the following terms and conditions, each to which Tenant and Secured Party agree: 1. On (a) Nothing herein shall in any way limit Landlord's rights under the Lease or before the date of this Agreement, Borrower pursuant to law or equity except as specifically set forth herein; (b) Secured Party shall have prepaid the outstanding principal balance remove all of the Loan by One Million One Hundred Thousand and NO/100 Dollars ($1,100,000.00) pursuant to Section 2.3.3 of the Loan Agreement (the “Principal Paydown”). Lender hereby waives the condition precedent to the Principal Paydown that Borrower deliver Collateral within thirty (30) days’ prior written notice thereof with respect solely to the Principal Paydown. For the avoidance of doubt, Lender does not waive such notice requirement for any additional optional prepayments of the Loan. 2. Borrower and Guarantor shall each have certified to Lender that no Default or Event of Default has occurred and is continuing on days following the date of this Agreementthe Entry Notice and thirty (30) days following the Removal Notice, as the case may be (it being understood and agreed that all the Collateral must be removed by Secured Party and not just a portion thereof). 3. Borrower shall have secured, on or before (c) Should Secured Party fail to remove all the date of Collateral within the time required by this Agreement, an extension of or the replacement of the Interest Rate Protection Agreement, which shall (i) such Collateral may be for disposed of by Landlord in such a term commencing on manner as Landlord deems appropriate without any obligation or prior liability to Tenant or Secured Party, in which event Tenant and Secured Party shall be jointly and severally liable of all reasonable costs incurred by Landlord in removing and storing the date hereof Collateral; and expiring no earlier than the Third Extended Maturity Date, (ii) at Landlord's option, title to the Collateral shall be immediately vested in Landlord, Tenant and Secured Party hereby waiving any and all interests they may have to the Collateral should the Collateral not be removed in a notional amount which shall not at any time be less than the outstanding principal balance of the Loan, (iii) have a strike price equal to six percent (6.00%), (iv) be with a Counterparty satisfying the requirements set forth in Section 2.6 of the Loan Agreement (as amended by this Agreement), (v) have terms acceptable to Lendertimely manner, and (vi) be assigned Tenant and Secured Party hereby agreeing the execute any documents or instruments as Landlord may reasonably request in order to Lenderevidence title to the Collateral being vested in Landlord. 4. Borrower (d) Secured Party and Tenant hereby jointly and severally agree to promptly restore and/or repair any damage to the Leased Premises, the building in which the Leased Premises are located and the Project caused by the removal by Secured Party (or its agents or contractors) of any Collateral installed or to be installed or kept at the Leased Premises and shall have delivered to Lenderindemnify, at Borrower’s sole cost defend and expense (a) an updated title search for the Propertysave harmless Landlord, (b) a title insurance date down endorsement issued Landlord's asset manager, ▇▇▇▇▇▇▇▇'s property manager and any of their respective successors, assigns, employees, officers, directors, partners, lenders, agents and affiliates from and against any damage, claim or cause of action arising in connection with the Title Insurance Policy insuring the continued priority use, installation or removal of the lien Collateral by Secured Party (or its agents or contractors) on, about or from the Leased Premises; provided the indemnification shall not be made with respect to any claim or cause of action arising out of ▇▇▇▇▇▇▇▇'s willful misconduct or gross negligence. (e) No alterations or structural work of any kind may be undertaken by Secured Party within the Existing MortgagesLeased Premises without Landlord's prior written consent, which shows no encumbrances on the Property other than the Permitted Encumbrances consent Landlord may withhold in its sole and any subsequent encumbrances expressly approved in writing by Lender and (c) new or updated appraisals, environmental reports, and engineering reports, if required by Lenderabsolute discretion. 5. Borrower shall have paid to Lender an application fee (f) Except as provided in an amount equal to $170,500.00. 6. An original copy of this Agreement executed by Borrower and Guarantor and all other documentation related to the extension of the Loan as contemplated by Agreement, nothing in this Agreement shall be delivered permit Secured Party or any other foreclosing party to Lenderoccupy the Leased Premises for or during any time that Tenant is not entitled to occupy the Leased Premises pursuant to the terms and conditions of the Lease. 7(g) Neither Secured Party nor any other foreclosing party under the Tenant's financing agreements may conduct any liquidation or other sale (including public or private sales or sales via the internet or other means) in or from the Leased Premises. (h) Secured Party shall furnish proof to Landlord of its right to remove specific Collateral and shall indemnify, defend and save harmless Landlord in the event of unauthorized removal of property or wrongful conversion or any other claim made in connection with the foreclosing party's exercise of its right with respect to such Collateral. (i) Any entry of Secured Party within the Leased Premises shall be subject to Secured Party's compliance with all reasonable rules and regulations of the Project (including, without limitation, providing certificates of required insurance). Borrower Any removal of the Collateral shall have paid to Lender (x) be accomplished during normal working hours; and as between Landlord and Tenant, if there is any Principal and interest due in accordance with conflict between the terms of the Existing Notes (including, for the avoidance of doubt, interest at the increased Spread from April 1, 2010, as modified pursuant to Section A.5 of this Agreement), (y) any other sums due Lease and payable under the Loan Documents and (z) all other fees, costs and expenses of Lender incident to the preparation and execution hereof and the consummation of this Agreement, including, but not limited to, reasonable attorneys’ fees the terms of the Lease shall govern and disbursements, any servicing fees and any expenses (including, but not limited to, appraisals)prevail.