Common use of Ratification and Assumption Clause in Contracts

Ratification and Assumption. (a) Clipper hereby assumes each of the Guaranteed Obligations of Borrower (as defined in the Guaranty) including, without limitation, any Guaranteed Obligations of Borrower that arise in connection with a Payment Recourse Event (as defined in the Guaranty), whether such Guaranteed Obligations of Borrower shall arise on, after or prior to the date of assumption. Clipper hereby further assumes all other obligations of the Guarantor as set forth in the Guaranty and all obligations of the Indemnitor as set forth in the Environmental Indemnity and agrees to observe, comply with, pay and perform all of the terms, covenants, conditions and indemnifications of the Guarantor and/or the Indemnitor (as applicable) to be paid and/or performed rising either prior to the date of assumption or from and after the date of assumption with the same force and effect as if each of the Guaranty and the Environmental Indemnity had originally been executed by Clipper. The Existing Guarantor and Clipper shall be jointly and severally liable for all obligations of Guarantor pursuant to the terms of the Guaranty and the Indemnitor pursuant to the terms of the Environmental Indemnity. In addition to the other agreements of Guarantor set forth herein, by executing this Agreement in the space provided below, each of Original Guarantor and Clipper hereby (a) without implying that such consent is necessary, consents to the modifications made to the Original Loan Agreement and the other Loan Documents herein, (b) ratifies and confirms to Lender that all of the terms, representations, warranties, covenants, indemnifications and other provisions of the Guaranty and the Environmental Indemnity are true and shall remain in full force and effect, without change, except as modified by this Agreement, (c) acknowledges and agrees that neither Clipper nor Original Guarantor has any offsets or defenses against its obligations under the Guaranty and the Environmental Indemnity, and (d) acknowledges and agrees that all references in the Guaranty and the Environmental Indemnity to any Loan Document(s) shall henceforth be deemed to refer to such Loan Document(s), as amended by this Agreement. (b) Borrower hereby ratifies and confirms to Lender as of the date hereof that, except as otherwise expressly and specifically modified by this Agreement, all of the terms, representations, warranties, covenants, indemnifications and provisions of the Note, the Loan Agreement, the Security Instrument and the other Loan Documents are and shall remain in full force and effect, and are true and correct in all respects, without change; and (b) Borrower expressly and specifically restates, without limitation: (i) the single purpose entity, representations, warranties and covenants contained in Article 5 of the Loan Agreement, (ii) the ERISA representations and covenants contained in Sections 3.7 and 4.19 of the Loan Agreement, and (iii) the environmental representations, warranties and covenants contained in the Environmental Indemnity. (c) Borrower, Original Guarantor and Clipper represent and warrant that, as of the date hereof: (a) Clipper satisfies the Eligibility Requirements (as defined in the Loan Agreement), (b) Da▇▇▇ ▇▇▇▇▇▇▇▇▇, Sa▇ ▇▇▇▇▇▇▇▇, and members of the Bistricer Family Group and the Le▇▇▇▇▇▇ ▇amily Group shall, in the aggregate, initially own not less than 15% of the common shares in Clipper Realty Inc., a Maryland corporation (“Clipper Inc”) and a majority of the voting shares in Clipper Inc., (c) Da▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd Sa▇ ▇▇▇▇▇▇▇▇ ▇re each initial members of the REIT Board, (d) in no event shall Da▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇nd/or Sa▇ ▇▇▇▇▇▇▇▇ ▇e removed from the REIT Board prior to May 1, 2016, and (e) Clipper Inc. will be converted to a Public REIT (which is anticipated to occur approximately one (1) year from the date hereof) and its shares shall be sold on a national exchange. Borrower, Original Guarantor and Clipper each covenants that: (a) Clipper shall continue to satisfy the Eligibility Requirements until the Loan is indefeasible paid in full and (b) at no time shall any Person serve on the REIT Board to the extent such Person is either (i) an Embargoed Person, (ii) not reputable or inexperienced in commercial real estate transactions similar to a Public REIT Transaction.