Agreements of Lender. TOTALBANK, a Florida banking corporation (“Lender”) made a loan to Landlord in the stated principal amount of up to $14,609,000 (the “Loan”), which is secured by, among other things, a Leasehold Mortgage, Assignment of Rents and Leases and Security Agreement dated August 4, 2016 (which together with all increases, renewals, extensions and other amendments thereto, is hereinafter called the “Mortgage”) pursuant to which Landlord collaterally assigned its interest in the Lease to Lender as security for the Loan. In connection with the Loan, Landlord, Tenant and Lender entered into a Subordination, Non-Disturbance and Attornment Agreement dated August 4, 2016 recorded in the real property records of Broward County, Florida under Instrument Number 113856023 (the “SNDA”). By it consent to this First Amendment, Lender hereby agrees as follows:
(a) For purposes of the SNDA, whether or not a Transfer Date (as defined in the SNDA) has occurred, (i) the Lease shall not be deemed to be in default at any time the Leasehold Mortgagee is exercising its rights as Leasehold Mortgagee under Section 10.03 and Exhibit F of the Lease and (ii) subject to the terms of the SNDA, Lender acknowledges and agrees to be bound by the rights of a Leasehold Mortgagee pursuant to Section 10.03 and Exhibit F of the Lease to a new Lease upon termination of the Lease.
(b) Following a Transfer Date, but subject to the terms of the SNDA, the successor to Landlord under the Lease shall be bound by the rights of a Leasehold Mortgagee pursuant to Section 10.03 and Exhibit F of the Lease.
(c) Lender will simultaneously with delivery to Tenant send to each Leasehold Mortgagee for which it has been provided an address for notices a copy of each notice given to Tenant under the SNDA. Lender acknowledges that Tenant has advised Lender that (i) contemporaneously herewith Deutsche Bank National Trust Company, as collateral agent (“Collateral Agent”), shall have a mortgage on Tenant’s leasehold interest under the Lease and shall be a Leasehold Mortgagee under the Lease and (ii) the address for notices to Collateral Agent is 100 Plaza One, 8th Floor, Jersey City, New Jersey 07311 Attention: Xxxxx Xxxxxxx.
Agreements of Lender. Lender agrees, for itself and for all of the other lenders who now or hereafter may hold an interest in the Loan, that:
a) As between Lender and Tenant and between Borrower and Tenant, the provisions of Section 4.07 of the Lease shall govern and control (i) any and all drawings under the Letter of Credit, (ii) the use and application of the proceeds of any and all drawings on the Letter of Credit, and (iii), if applicable, the return of the Letter of Credit and/or any proceeds of any and all drawings thereon;
b) Lender shall only be entitled to draw on the Letter of Credit if and to the extent Borrower is entitled to draw on the Letter of Credit pursuant to the provisions of Section 4.07 of the Lease;
c) The foregoing notwithstanding, as between Lender and Borrower, the provisions of the Loan Documents shall govern and control the rights and priorities of Borrower and Lender in, to and under the Letter of Credit and which of Borrower or Lender shall have the right to make drawings on the Letter of Credit, whether the proceeds of any drawing under the Letter of Credit shall be paid to Borrower or retained by Lender, the order of application of the proceeds of any drawing under the Letter of Credit against the obligations of Borrower under the Loan Documents and any similar or related matters.
Agreements of Lender. Lender agrees, for itself and for all of the other lenders who now or hereafter may hold an interest in the Loan, that:
Agreements of Lender. (a) Xxxxxx agrees to provide Purchaser from time to time on Purchaser's request an estoppel certificate setting forth the outstanding principal balance of the Loan, stating whether to Xxxxxx's knowledge there are any Defaults by Borrower under the Loan Documents, and if there are any such Defaults or events that Lender has notified Borrower could become Defaults if left uncured during the allowed cure period, describing such Defaults or events that Lender has notified Borrower could become Defaults if left uncured during the allowed cure period.
(b) Lender shall notify Purchaser of any protective advances made by Lender pursuant to the Loan Documents.
Agreements of Lender. Subject to Borrowers’ agreements set forth in this Amendment, and the satisfaction of the conditions to the effectiveness of this Amendment, Lender hereby consents to EGT closing or otherwise discontinuing the use of each Commodity Account with XX X’Xxxxx and transferring all funds that are transferrable or withdrawable out of said accounts to the Commodity Accounts at ADMIS that are identified in the Commodity Account Pledge Agreement. Xxxxxx will take all steps reasonably requested by Borrowers to facilitate the transfer of funds in the Commodity Accounts at XX X’Xxxxx to the Commodity Accounts at ADMIS, including the filing of any UCC financing statement amendments or termination statements with respect to any financing statements covering the Commodity Accounts at XX X’Xxxxx.
Agreements of Lender. Lender agrees, for itself and for all of the other lenders who now or hereafter may hold an interest in the Loan, that:
A. As between Lender and Tenant and between Borrower and Tenant, the provisions of Section 4.06 of the Lease shall govern and control (i) any and all drawings under the Security Deposit Letters of Credit, (ii) the use and application of the proceeds of any and all drawings on the Security Deposit Letters of Credit, and (iii), if applicable, the return of the Security Deposit Letters of Credit and/or any proceeds of any and all drawings thereon;
B. Lender shall only be entitled to draw on the Security Deposit Letters of Credit if and to the extent Borrower is entitled to draw on the Security Deposit Letters of Credit pursuant to the provisions of Section 4.06 of the Lease;
C. As between Lender and Tenant and between Borrower and Tenant, the provisions of Section 4.06 of the Lease shall govern and control (i) any and all drawings under the Second Additional Security Deposit Letter of Credit, (ii) the use and application of the proceeds of any and all drawings on the Second Additional Security Deposit Letter of Credit, and (iii), if applicable, the return of the Second Additional Security Deposit Letter of Credit and/or any proceeds of any and all drawings thereon;
D. Lender shall only be entitled to draw on the Second Additional Security Deposit Letter of Credit if and to the extent Borrower is entitled to draw on the Second Additional Security Deposit Letter of Credit pursuant to the provisions of Section 4.06 of the Ariba Lease; and
E. For the avoidance of doubt, in the interpretation of the foregoing, Section 4.06 of the Lease shall be deemed to apply to all of the Security Deposit Letters of Credit, irrespective of the fact that only the original Security Deposit Letter of Credit is mentioned therein, except that (i) the last sentence of Section 4.06 of the Lease shall apply only to the original Security Deposit Letter of Credit, and (ii) the forms of the Security Deposit Letters of Credit shall be, for the original Security Deposit Letter of Credit and the Additional Security Deposit Letter of Credit, as specified in the Tri-Party Agreement dated March 31, 2004, and for the Second Additional Security Deposit Letter of Credit, as specified herein. The foregoing notwithstanding, as between Lender and Borrower, the provisions of the Loan Documents shall govern and control which of Borrower or Lender shall have the right to make drawings o...
Agreements of Lender. The Lender for itself and its successors and assigns, agrees that it will not, except as permitted under the Senior Credit Agreement, without the prior written consent of a majority of the holders of the Senior Loan Obligations, (i) modify or amend this Agreement except to the extent not prohibited by the Senior Credit Agreement or the Subordination Agreement, (ii) cancel, waive, forgive, transfer or assign or subordinate the Subordinated Indebtedness to any other Indebtedness of the Borrower or (iii) so long as any Senior Loan Obligations is outstanding, (A) initiate any Proceeding involving the Borrower or any other Loan Party pursuant to which its is sought to adjudicate the Borrower or any other Loan Party bankrupt or insolvent or (B) exercise or assert any right or remedy, by suit or otherwise, against the Borrower or any other Loan Party in respect of the Subordinated Indebtedness except as expressly permitted under the Senior Credit Agreement (provided that nothing herein shall prevent the Lender from filing a claim or statement of interest with respect to the Obligations in any Proceeding).
Agreements of Lender. So long as any Senior Loan Obligation is outstanding, the Lender for itself and its successors and assigns, agrees that it will not, except as permitted under the Senior Credit Agreement or the Lien Subordination Agreement, without the prior written consent of a majority of the holders of the Senior Loan Obligations, (i) modify or amend this Agreement, (ii) cancel, waive, forgive, transfer or assign or subordinate the Subordinated Indebtedness to any other Indebtedness of the Borrower or (iii) (A) initiate any Proceeding involving the Borrower or any other Loan Party pursuant to which it is sought to adjudicate the Borrower or any other Loan Party bankrupt or insolvent or (B) exercise or assert any right or remedy, by suit or otherwise, against the Borrower or any other Loan Party in respect of the Subordinated Indebtedness (provided that nothing herein shall prevent the Lender from filing a claim, proof of debt or statement of interest with respect to the Obligations in any Proceeding).
Agreements of Lender. Xxxxx Fargo Bank, N.A. a national banking association (“Lender”) made a loan to Landlord in the stated principal amount of up to $103,000,000 (the “Loan”), which is secured by, among other things, a Construction Leasehold Mortgage With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 2, 2016 (which together with all increases, renewals, extensions and other amendments thereto, is hereinafter called the “Mortgage”) pursuant to which Landlord collaterally assigned its interest in the Lease to Lender as security for the Loan. Lender hereby consents to the terms and conditions of this Second Amendment.
Agreements of Lender
