Lender Approval. Manager shall assist Owner, as requested, in obtaining any approvals of proposed leases for the Project, the tenants and the terms thereof which may be required from the Project's lenders, including senior financing, mezzanine level financing or preferred equity (each, a "Lender" and collectively, "Lenders") in accordance with the terms of the applicable loan documents.
Lender Approval. Wherever pursuant to a Loan Document (a) Lender exercises any right to approve or disapprove or to grant or withhold consent; (b) any arrangement or term is to be satisfactory to Lender; (c) a waiver is requested from Lender, or (d) any other decision is to be made by Lender, all shall be made in Lender’s sole discretion, unless expressly provided otherwise in such Loan Document. By approving or granting consent, accepting performance from Borrower, or releasing funds from a Reserve Account, Lender shall not be deemed to have warranted or affirmed the sufficiency, completeness, legality or effectiveness of the subject matter or of Borrower’s compliance with Requirements of Laws. Notwithstanding any provision under the Loan Documents which provide Lender the opportunity to approve or disapprove any action or decision by Borrower, Lender is not undertaking the performance of any obligation of Borrower under any of the Loan Documents or any of the other documents and agreements in connection with this transaction (including, without limitation, the Leases).
Lender Approval. Lender's decision to approve any Transfer proposed by Borrower shall be made in Lender's sole discretion and Lender shall not be obligated to approve any Transfer. Borrower agrees to supply all information Lender may request to evaluate a Transfer, including, without limitation, information regarding the proposed transferee's ownership structure, financial condition and management experience for comparable properties. Borrower acknowledges that Lender may impose conditions to its approval of a Transfer, including, without limitation, (a) no Event ofDefault, or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing, (b) approval of the proposed transferee's ownership structure, financial condition and management experience for comparable properties, (c) payment of an assumption fee (i) equal to one half of one percent (0.5%) of the outstanding principal balance of the Loan for the first such Transfer and (ii) equal to one percent (1%) of the outstanding principal balance of the Loan for each subsequent transfer, (d) approving substitute guarantors, (e) assumption in writing (acceptable to Lender in its sole discretion) by the transferee and a guarantor (which guarantor must be acceptable to Lender in its sole discretion) of all obligations of the transferor and Guarantor under the Loan Documents and execution and delivery of such other documentation as may be required by Lender and the Rating Agencies, (f) delivery of a new substantive consolidation opinion, a tax opinion and other applicable opinions as required by Lender and the Rating Agencies, (g) adjusting amounts required for the Reserve Accounts, and (h) obtaining Rating Confirmations if a Securitization has occurred. Borrower agrees to pay all of Lender's expenses incurred in connection with reviewing and documenting a Transfer (including, without limitation, the costs of obtaining Rating Confirmations if required), which amounts must be paid by Borrower whether or not the proposed Transfer is approved. Upon Borrower's failure to pay such amounts, and in addition to Lender's remedies for Borrower's failure to perform, the unpaid amounts shall be added to principal, shall bear interest at the Default Rate until paid in full, and payment of such amounts shall be secured by the Security Instrument and other collateral given to secure the Loan.
Lender Approval. In the event that, pursuant to the terms of any loan agreement, security agreement, deed of trust or other agreement existing at any time between the Company and any lender, the approval of such lender is required prior to the time that any transfer or assignment of any Membership Interest in the Company may occur, then, notwithstanding any provision of this Article XI to the contrary, no transfer or assignment of any Membership Interest in the Company shall occur until all required approvals and/or consents of any such lender have been obtained.
Lender Approval. If the Mortgagee fails to give its consent to this Lease, Landlord shall have the right, at its sole option, to terminate and cancel this Lease. Such option shall be exercisable by Landlord by written notice to Tenant of such termination, whereupon this Lease shall be deemed cancelled and terminated, and both Landlord and Tenant shall be relieved of any and all liabilities and obligations hereunder.
Lender Approval. This Agreement maybe subject to approval by lender(s) or lienholder(s) on the Property. If such an approval is required, this Agreement shall not go into effect until such approval is obtained. Manager agrees to use its best effects to assist and cooperate with the Owner in obtaining such approval.
Lender Approval. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders (the “Lenders”, and such approval shall be called “Lender Approval”) to the transactions contemplated by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) (collectively, the “Transactions”). If, as of November 30, 2003 (the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to the terms of this Section 5(b), Purchaser shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”).
Lender Approval. In the event that, pursuant to the terms of any loan agreement, security agreement, deed of trust or other agreement existing at any time between the Partnership and any lender, the approval of such lender is required prior to the time that any transfer or assignment of any Partnership Interest in the Partnership may occur, then, notwithstanding any provision of this Article VII to the contrary, no transfer or assignment of any Partnership Interest in the Partnership shall occur until all required approvals and/or consents of any such lender have been obtained.
Lender Approval. No changes to the construction budget included in the Senior Loan Documents or the Budget attached hereto or the completion date required by the Senior Loan Documents shall be permitted without Lender’s written consent, with the exception of (i) completion date extensions due to force majeure and (ii) reallocation of amounts among the line items of the budgets; provided that Borrower shall provide Lender with notice of any changes in connection with (i) and (ii) above. Lender shall have the right to approve all contractors (except Vanguard, Inc.) and all construction contracts between Mortgagor and such contractors. Lender has approved the plans and specifications for the improvements to be constructed on the Property described in Exhibit “C” attached hereto, and no changes to such approved plans and specifications shall be permitted without Lender’s written consent, with the exception of (i) changes required by governmental authorities or Senior Lender and (ii) other changes that, individually, do not increase or decrease Project costs by more than $100,000 and, in the aggregate, do not increase or decrease Project costs by more than $300,000. Lender shall have ten (10) business days to provide any approval required under this Section 13(b) but if Lender does not provide written notice that it does not approve within the ten (10) business days, then the action shall be deemed approved.
Lender Approval. The parties hereto acknowledge that the present mortgage encumbering the Premises in favor of General Electric Capital Corporation ("Lender") requires that the Lease be approved by Lender. Landlord shall submit the Lease to Lender for its approval upon execution of this Lease by both parties. In the event that Landlord notifies Tenant on or before the Commencement Date that Lender has not consented to this Lease then this Lease shall be terminated as of the date of such notice and shall be of no further force or effect. If Landlord shall not have given such notice to Tenant on or before the Commencement Date then this Lease shall continue in full force and effect. Tenant hereby agrees that Tenant shall agree to any amendment to this Lease required by Lender, provided that such amendments do not materially increase Tenant's obligations hereunder or materially decrease Tenant's rights or benefits hereunder. Tenant agrees to give Lender and such other Superior Mortgagee and Superior Lessor, if any, notice of any Landlord default under this Lease, provided that Tenant has been given written notice of such parties names and addresses. In the event Landlord fails to cure such default within the time period prescribed in this Lease, then Lender or such other Superior Mortgagee or Superior Lessor, as the case may be, shall have an additional fifteen (15) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary provided such cure is commenced within said fifteen (15) day period and thereafter diligently pursued.
