Common use of BASIC CONDITIONS Clause in Contracts

BASIC CONDITIONS. Unless otherwise agreed by Administrative Agent with the consent of all Lenders in writing: (i) Borrower shall request the extension, if at all, by written notice to Administrative Agent not more than one hundred twenty (120) days, and not less than sixty (60) days, prior to the Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii) At the time of the request, and at the time of the extension, there shall not exist any default, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Document. (iv) Current Financial Statements regarding Borrower and TG Development (dated not earlier than thirty (30) days prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development and the Property, shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower or any Guarantor or Skechers, or in the Property or in any other state of facts submitted to Administrative Agent in connection with the Loan Documents, from that which existed on the date of this Agreement. (v) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Lenders in connection with the proposed extension (pre- and post-closing), including, without limitation, appraisal fees, environmental audit and reasonable legal fees; all such costs and expenses incurred up to the time of Lenders’ written agreement to the extension shall be due and payable prior to Lenders’ execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii) Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ satisfaction by Borrower, each Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such as any permitted subordinate lienholders); (B) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a non-refundable extension fee in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00). (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan as of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

BASIC CONDITIONS. Unless otherwise agreed by the Administrative Agent with and the consent of all Lenders in writing, in accordance with the provisions of the Loan Agreement: (i) Borrower shall request the extension, if at all, by written notice to Administrative Agent not more than one hundred twenty (120) 180 days, and not less than sixty (60) 60 days, prior to the Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii) At the time of the request, and at the time of the extension, there shall not exist any defaultEvent of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Documentan Event of Default. (iviii) Current Financial Statements financial statements regarding Borrower and TG Development (dated not earlier than thirty (30) days prior to the request for extension) Guarantor and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development Guarantor and the Property, shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower or any Guarantor or SkechersGuarantor, or in the Property or in any other state of facts submitted to Administrative Agent on behalf of Lender in connection with the Loan Documents, from that which existed on the date of this AgreementNote. (viv) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses actually incurred by Administrative Agent and Lenders Lender in connection with the proposed extension (pre- and post-closing), including, without limitation, including appraisal fees, environmental audit and reasonable legal feesattorneys’ fees actually incurred by Administrative Agent or Lender; all such costs and expenses incurred up to the time of Lenders’ Administrative Agent’s and Xxxxxx’s written agreement to the extension shall be due and payable prior to Lenders’ Administrative Agent’s and Xxxxxx’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative AgentAgent or Lender), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii) Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ satisfaction by Borrower, each Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such as any permitted subordinate lienholders); (B) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a non-refundable extension fee in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00). (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan as of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

BASIC CONDITIONS. Unless otherwise agreed by the Administrative Agent with and the consent of all Lenders in writing, in accordance with the provisions of the Loan Agreement: (i) Borrower shall request the extension, if at all, by written notice to Administrative Agent not more than one hundred twenty (120) 180 days, and not less than sixty (60) 60 days, prior to the Extended Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii) At the time of the request, and at the time of the extension, there shall not exist any defaultEvent of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Documentan Event of Default. (iviii) Current Financial Statements financial statements regarding Borrower and TG Development (dated not earlier than thirty (30) days prior to the request for extension) Guarantor and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development Guarantor and the Property, shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower or any Guarantor or SkechersGuarantor, or in the Property or in any other state of facts submitted to Administrative Agent on behalf of Lender in connection with the Loan Documents, from that which existed on the date of this AgreementNote. (viv) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses actually incurred by Administrative Agent and Lenders Lender in connection with the proposed extension (pre- and post-closing), including, without limitation, including appraisal fees, environmental audit and reasonable legal feesattorneys’ fees actually incurred by Administrative Agent or Lender; all such costs and expenses incurred up to the time of Lenders’ Administrative Agent’s and Xxxxxx’s written agreement to the extension shall be due and payable prior to Lenders’ Administrative Agent’s and Xxxxxx’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative AgentAgent or Lender), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii) Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ satisfaction by Borrower, each Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such as any permitted subordinate lienholders); (B) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a non-refundable extension fee in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00). (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan as of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

BASIC CONDITIONS. Unless otherwise agreed by Administrative Agent with the consent of all Lenders Lender in writing: (i) Borrower shall request the extension, if at all, by written notice to Administrative Agent Lender not more than one hundred twenty ninety (12090) days, and not less than sixty thirty (6030) days, prior to the Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii) At the time of the request, and at the time of the extension, there shall not exist any defaultDefault or Event of Default. (iii) Borrower shall recalculate the Borrowing Base using the Adjusted (LTV) Appraised Value, nor any condition or state Initial Debt Service Coverage Ratio and/or Ongoing Debt Service Coverage Ratio for each Borrowing Base Property as set forth in Section 2.3(b) of facts which after notice and/or lapse this Modification and provide Lender with supporting documentation for such calculations, and Borrower shall remargin the Loan if and as required by Section 2.1(b) of time would constitute a Default under any the Loan DocumentAgreement. (iv) Current Financial Statements financial statements regarding Borrower and TG Development each Guarantor (dated not earlier than thirty (30) days prior to which requirement may be satisfied by providing the request for extensionmost recent quarterly statements required by Section 2.6 below) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development Guarantor and the Property, shall have been submitted promptly to Administrative AgentLender, and there shall not have occurred, in the opinion of Administrative AgentLender, any material adverse change in the business or financial condition of Borrower or any Guarantor or SkechersGuarantor, or in the Property or in any other state of facts submitted to Administrative Agent Lender in connection with the Loan Documents, from that which existed on the date of this Agreementthe Note. (v) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Lenders Lender in connection with the proposed extension (pre- and post-closing), including, without limitation, including appraisal fees, environmental audit and reasonable legal feesattorneys' fees actually incurred by Lender; all such costs and expenses incurred up to the time of Lenders’ Lender's written agreement to the extension shall be due and payable prior to Lenders’ Lender's execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative AgentLender), and any future failure to pay such amounts (after notice and opportunity to cure as provided for other payment obligations in the Loan Documents) shall constitute a default under the Loan Documents. (vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii) Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ Lender's satisfaction by Borrower, each Guarantor, LendersLender, and all other parties deemed necessary by Administrative Agent Lender (such as any permitted subordinate lienholders, tenants of the Property and permanent lenders (if any)); (B) Administrative Agent Lender shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative AgentLender; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders Lender a non-refundable extension fee in the an amount equal to thirty-five (35) basis points of Twenty Five Thousand and No/100 Dollars ($25,000.00). (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan as of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualizedAmount. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

BASIC CONDITIONS. Unless otherwise agreed by Administrative Agent with the consent of all Lenders in writing: (i1) Borrower shall request the extension, if at all, by written notice to Administrative Agent not more than one hundred twenty ninety (12090) days, and not less than sixty forty-five (6045) days, prior to the Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii2) At the time of the request, and at the time of the extension, there shall not exist any defaultDefault, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Document. (iv3) Borrower shall (i) have completed renovation of the Improvements, including, without limitation, tenant improvement work for the lease with Retail Brand Alliance, Inc. (d/b/a Xxxxxx Brothers Women), as evidenced by certificates of occupancy (permanent or temporary) for all of the Improvements issued by the appropriate governmental authority and (ii) deliver to Administrative Agent an updated title report indicating that no liens or other adverse title matters are present. (4) Current Financial Statements financial statements regarding Borrower and TG Development each Guarantor (dated not earlier than thirty (30) days prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development each Guarantor and the Property, shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower or any Guarantor or SkechersGuarantor, or in the Property or in any other state of facts submitted to Administrative Agent in connection with the Loan Documents, from that which existed on the date of this Agreement. (v5) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Lenders in connection with the proposed extension (pre- and post-closing), including, without limitation, appraisal fees, environmental audit and reasonable legal fees; all such costs and expenses incurred up to the time of Lenders’ ' written agreement to the extension shall be due and payable prior to Lenders’ ' execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (vi6) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii7) Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ ' satisfaction by Borrower, each Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such as any permitted subordinate lienholders, tenants of the Property and permanent lenders (if any)); (B) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a non-refundable extension fee (an "Extension Fee") in an amount equal to 0.20% of the amount then outstanding principal balance hereunder; for the avoidance of Twenty Five Thousand and No/100 Dollars ($25,000.00)doubt, payment of a separate full Extension Fee shall be a condition to each of Borrower's two extension periods. (viii) 8) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (5870%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan this Note as of the date of the determination of the ratio shall be divided by the appraised “"As-Is” " value of the Property. The appraised “"As-Is” " value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s 's expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. If Borrower has delivered collateral as aforesaid to satisfy the Loan to Value Ratio covenant and thereafter such Loan to Value Ratio covenant is satisfied, whether based on a new appraisal or a reduction of the Principal Debt, Administrative Agent shall, provided no Event of Default exists and such collateral is not required to satisfy any other covenant under the Loan Documents, release such collateral upon request of Borrower. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x9) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 1.25 to 1.00, which Debt Service Coverage Ratio . (10) The first of the two extension options set forth in this Section shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”"First Extension Term") by commencing on October 1, 2014 and ending on September 30, 2015 and the amount second and final extension plan shall be for the period (the "Second Extension Term") commencing on October 1, 2015 and ending on September 30, 2016. It shall be a condition to Borrower's option to extend the Maturity Date for the Second Extension Term that Borrower shall have previously validly exercised Borrower's option with respect to the First Extension Term and satisfied all of the debt service payments in conditions with respect thereto. Borrower shall have no option or other right to extend the amount calculated assuming a thirty (30) year amortization and interest at Maturity Date past the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualizedSecond Extension Term. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

BASIC CONDITIONS. Unless otherwise agreed by Administrative Agent with the consent of all Lenders Xxxxxx in writing: (i) Borrower shall request the extension, if at all, by written notice to Administrative Agent not more than one hundred twenty (120) days, and Lender not less than sixty (60) days, 30 days prior to the Initial Maturity Date. (ii) At the time of the request, the construction of the Improvements (as defined in the Loan Agreement) shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied, and Borrower shall have obtained one or more certificates of occupancy applicable to all of the Improvements and Lender shall have received all endorsements to its title policy requested by Xxxxxx. (iii) At the time of the request, and at the time of the extension, there shall not exist any defaultEvent of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Documentan Event of Default. (iv) Current Financial Statements financial statements regarding Borrower and TG Development each Guarantor (as defined in the Loan Agreement) (dated not earlier than thirty (30) days the end of the fiscal quarter of Borrower and each Guarantor immediately prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development each Guarantor and the Property, shall have been submitted promptly to Administrative AgentLender, and there shall not have occurred, in the reasonable opinion of Administrative AgentLender, any material adverse change in the business or financial condition of Borrower or any Guarantor or Skechersany tenant of the Property, or in the Property or in any other state of facts submitted to Administrative Agent Lender in connection with the Loan Documents, from that which existed on the date of this AgreementNote. (v) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Lenders Lender in connection with the proposed extension (pre- and post-closing), including, without limitation, including appraisal fees, environmental audit and reasonable legal fees; attorneys’ fees (including the allocated costs of in-house appraisers, environmental consultants and attorneys), all such costs and expenses incurred up to the time of Lenders’ Xxxxxx’s written agreement to the extension shall be due and payable prior to Lenders’ Xxxxxx’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative AgentLender), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii) Not later than the Initial Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ Lender’s satisfaction by Borrower, each Guarantor, LendersLender, and all other parties deemed necessary by Administrative Agent Xxxxxx (such as any permitted subordinate lienholders, tenants of the Property and permanent lenders (if any)); and (B) Administrative Agent Lender shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a non-refundable extension fee in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00)Lender. (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fiftyeighty-eight three percent (5883%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on this Note plus the outstanding principal balance and accrued but unpaid interest on the Commercial Real Estate Loan Note (as defined in the Loan Agreement) as of the date of the determination of the ratio shall be divided by the appraised “As-As Is” value of the Property. The appraised “As-Is” Is value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent Lender at Borrower’s expense, and satisfactory to Administrative Agent Lender in all respects, as reviewed, adjusted and approved by Administrative AgentXxxxxx. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan this Note in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide providing additional collateral acceptable to Administrative AgentLender, which shall have value (as determined by Administrative AgentLender) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

BASIC CONDITIONS. Unless otherwise agreed by Administrative Agent with the consent of all Lenders Xxxxxx in writing: (i) Borrower shall request the extension, if at all, by written notice to Administrative Agent Lender not more than one hundred twenty (120) 120 days, and not less than sixty (60) 60 days, prior to the Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii) At the time of the request, and at the time of the extension, there shall not exist any defaultEvent of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Documentan Event of Default. (iviii) Current Financial Statements financial statements regarding Borrower and TG Development Guarantor (as defined in the Loan Agreement) (dated not earlier than thirty (30) days the end of the most recent fiscal quarter ending prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development Guarantor and the Property, shall have been submitted promptly to Administrative AgentLender, and there shall not have occurred, in the opinion of Administrative AgentLender, any material adverse change in the business or financial condition of Borrower or any Guarantor or SkechersGuarantor, or in the Property or in any other state of facts submitted to Administrative Agent Lender in connection with the Loan Documents, from that which existed on the date of this AgreementNote. (viv) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Lenders Lender in connection with the proposed extension (pre- and post-closing), including, without limitation, including appraisal fees, environmental audit and reasonable legal feesattorneys’ fees actually incurred by Lender; all such costs and expenses incurred up to the time of Lenders’ Xxxxxx’s written agreement to the extension shall be due and payable prior to Lenders’ Lender’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative AgentLender), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (viv) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (viivi) Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ Lender’s satisfaction by BorrowerXxxxxxxx, each Guarantor, Lenders, Guarantor and all other parties deemed necessary by Administrative Agent (such as any permitted subordinate lienholders)Lender; (B) Administrative Agent Lender shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative AgentLender; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders Lender a non-refundable extension fee in an amount equal to four-tenths of one percent (0.40%) of the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00)then outstanding principal balance hereunder. (viiivii) At the time As of such extension, the Property shall have a Loan to Value Ratio any Determination Date occurring less than thirty (as hereinafter defined30) of not greater than fifty-eight percent (58%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan as of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio days prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00. As used herein, which “Debt Service Coverage Ratio shall be calculated by dividing the cash flow Ratio” means, as of any Determination Date, for the preceding twelve (12) month period (applicable Calculation Period the “Determination Period”) ratio, as determined by the amount Lender, of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury NotesNet Operating Income to Debt Service. As used herein, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following terms shall apply: (a) cash flow for that period of time during have the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.meanings indicated below:

BASIC CONDITIONS. Unless otherwise agreed to by Administrative Agent with the consent of all Lenders Xxxxxx in writing: (i) As provided for herein, Borrower shall request may (a) exercise the extensionfirst Extension Option, if at alland (b) thereafter consecutively exercise the second Extension Option, with each exercise provided by written notice to Administrative Agent Lender not more than one hundred twenty ninety (12090) days, and not less than sixty (60) days, prior to the Maturity Date or any then applicable Extended Maturity Date. (ii) At the time of the requestany exercise of an Extension Option, the substantial construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement as provided for thereunder shall have been satisfied. (iii) At the time of the request, and at the time any exercise of the extensionan Extension Option, there shall not exist any defaultEvent of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute a Default under any Loan Documentan Event of Default. As used herein, the requirements set forth in Sections 3(a)(i), (ii), and (iii) shall hereinafter be collectively referred to as the “Extension Conditions”). (iv) Current Financial Statements regarding Borrower and TG Development (dated not earlier than thirty (30) days prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development and the Property, shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower or any Guarantor or Skechers, or in the Property or in any other state of facts submitted to Administrative Agent in connection with the Loan Documents, from that which existed on the date of this Agreement. (v) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Lenders in connection with the proposed extension (pre- and post-closing), including, without limitation, appraisal fees, environmental audit and reasonable legal fees; all such costs and expenses incurred up to the time of Lenders’ written agreement to the extension shall be due and payable prior to Lenders’ execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (vi) All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension. (vii) Not later than the Maturity Date or any then applicable Extended Maturity Date, (A) Borrower’s exercise of the extension Extension Option shall have been consented to and documented to Administrative Agent and Lenders’ satisfaction duly acknowledged in writing by Borrower, each Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such Lender as any permitted subordinate lienholders)in compliance with the Extension Conditions; (B) Administrative Agent Lender shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; Lender (the “Borrower Deliverables”), and (C) Borrower shall have paid to Administrative Agent for or reimbursed Lender for the pro rata benefit of Lenders a non-refundable extension fee in costs and expenses associated with the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00). (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value Ratio shall be calculated as follows: the outstanding principal balance and accrued but unpaid interest on the Loan as of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (in its sole discretion), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers shall have taken occupancy of the Improvements and commenced to pay rent under the Lease (x) At the time of such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash charges, if any. In the event that Skechers has not been in possession of the Improvements and paying rent during the entirety of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etc.); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualizedDeliverables. If all of the foregoing conditions are not materially satisfied strictly in accordance with their termsterms on or before the Maturity Date or the then applicable Extended Maturity Date, then exercise of the extension Extension Option by Borrower shall not be or become effective. In connection with the foregoing, Xxxxxx and Borrower each covenant and agree to use good faith and commercially reasonable efforts to comply with each party’s respective obligations hereunder in connection with this Section 3(a), including without limitation acknowledging that time is of the essence with respect to the same as provided for in Section 11 below.

BASIC CONDITIONS. Unless otherwise agreed by Administrative Agent with the consent of all Lenders in writing: (i) Borrower shall request the extension, if at all, extension by written notice to Administrative Agent not more than one hundred twenty sixty (12060) days, and not less than sixty thirty (6030) days, prior to the Maturity Date. (ii) At the time of the request, the construction of the Improvements shall have been completed in accordance with the requirements of the Loan Documents, an unconditional certificate of occupancy (or local equivalent) shall have been issued for the Improvements by the applicable governmental authority with jurisdiction over the Property, and all conditions to the final disbursement shall have been satisfied. (iii) At the time of the request, and at the time of the extension, there no Default or Event of Default shall not exist any default, nor any condition or state have occurred and be continuing on the date of facts which such extension and after notice and/or lapse of time would constitute a Default under any Loan Documentgiving effect thereto. (iviii) Current Financial Statements The then current financial statements regarding Borrower and TG Development (dated not earlier than thirty (30) days prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, TG Development Borrower and the Property, its Subsidiaries shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower or any Guarantor or Skechers, or in the Property or in any other state of facts submitted to Administrative Agent in connection with the Loan Documents, from that which existed on the date of this Agreement. (viv) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Lenders in connection with the proposed extension (pre- and post-closing), including, without limitation, appraisal fees, environmental audit and reasonable legal fees; all such reasonable costs and expenses incurred up to the time of Lenders’ Administrative Agent’s written agreement to the extension shall be due and payable prior to Lenders’ Administrative Agent’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a default Default under the Loan Documents. (viv) All applicable regulatory requirements, including appraisal requirements, requirements shall have been satisfied with respect to the extension. (viivi) Not later than the Initial Maturity Date, (A) the extension shall have been consented to and documented to Administrative Agent and Lenders’ satisfaction by Borrower, each Guarantor, Lenders, and all other parties deemed necessary by Administrative Agent (such as any permitted subordinate lienholders); (B) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as required by Administrative Agent; and (C) Borrower shall have paid to Administrative Agent for the pro rata benefit of Lenders a non-refundable an extension fee in an amount equal to fifteen (15) basis points of the amount of Twenty Five Thousand and No/100 Dollars Aggregate Commitments respecting the Loan. ($25,000.00)vii) Not later than the Initial Maturity Date, the July 1, 2007 Termination Date under the Borrower’s Equity Offering shall have been extended to a date beyond the Extended Maturity Date. (viii) At the time of such extension, the Property shall have a Loan to Value Ratio (as hereinafter defined) of not greater than fifty-eight percent (58%), which Loan to Value Ratio Borrower shall be calculated as follows: in compliance with the outstanding principal balance and accrued but unpaid interest AD/AV Ratio set forth in Section 7.11(a) based on the Loan as an updated Aggregate Value of the date of the determination of the ratio shall be divided by the appraised “As-Is” value of the Property. The appraised “As-Is” value of the Property shall be based upon Administrative Agent’s existing appraisal of the Property, or, at Administrative Agent’s election (Borrowing Base Real Estate as set forth in its sole discretionSection 7.11(a)(iii), an updated appraisal, prepared by an appraiser acceptable to Administrative Agent at Borrower’s expense, and satisfactory to Administrative Agent in all respects, as reviewed, adjusted and approved by Administrative Agent. In the event this Loan to Value Ratio is not met, Borrower may satisfy this Loan to Value Ratio prior to the extension date by either (A) making a principal curtailment on the Loan in an amount sufficient to bring this Loan to Value Ratio into compliance and/or (B) provide additional collateral acceptable to Administrative Agent, which shall have value (as determined by Administrative Agent) which when added to the Property value is sufficient to satisfy this Loan to Value Ratio. (ix) At the time of such extension, Skechers Borrower shall have taken occupancy of be in compliance with the Improvements and commenced to pay rent under the LeaseDebt Service Coverage covenant set forth in Section 7.11(b). (x) At The representations and warranties contained in this Agreement are true and correct on and as of the time date of such extensionextension and after giving effect thereto, Borrower shall satisfy a Debt Service Coverage Ratio as though made on and as of such date (as hereinafter defined) as determined by Administrative Agent for the preceding twelve (12) month period of at least 1.40 to 1.00, which Debt Service Coverage Ratio shall be calculated by dividing the cash flow for the preceding twelve (12) month period (the “Determination Period”) by the amount of the debt service payments in the amount calculated assuming a thirty (30) year amortization and interest at the rate of the greater of eight percent (8%) per annum or the rate then paid on ten (10) year Treasury Notes, plus TWO HUNDRED AND FIFTY (250) basis points. For the purposes hereof, “cash flow” shall be defined as net income of Borrower after provision for approved operating expenses and state and federal income taxes, increased by the amount of depreciation, amortization and other non-cash chargesor, if any. In the event that Skechers has not any such representation or warranty is expressly stated to have been in possession made as of the Improvements and paying rent during the entirety a specific date, as of the Determination Period, then the following shall apply: (a) cash flow for that period of time during the Determination Period during which Skechers has been paying rent shall be annualized (e.g., if one month, then such cash flow shall be multiplied by 12, if three months, then such cash flow shall be multiplied by 4, etcspecific date).); and (b) any and all expenses which may not occur on a monthly basis (e.g., payment of real estate taxes and insurance premiums) shall also be annualized. If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.