Common use of Conditions of the Loan Clause in Contracts

Conditions of the Loan. The obligation of the Lender to make the Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Lender’s receipt of the following, each of which shall be originals or facsimile transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Lender and the Borrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iii) a good standing certificate from the Delaware Secretary of State and such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed and validly existing and in good standing as a limited liability company under the Laws of the State of Delaware, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower, addressed to the Lender, in a form substantially similar to the form set forth on Exhibit C; (v) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(c) and (d) have been satisfied; (vii) all applicable “know your customer” and other account opening documentation required by the Lender to be provided by the Borrower; and (viii) duly executed counterparts of the Amended and Restated Ownership Limit Waiver Agreement (Vornado) among the Vornado and LXP, substantially in form of Exhibit D and dated as of October 27, 2008 (the “Waiver Agreement”). (b) The Collateral Requirement shall have been satisfied on the Closing Date. (c) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (d) No Default shall exist, or would result from the Loan or from the application of the proceeds thereof.

Conditions of the Loan. The obligation of the Lender Bank to make the Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The LenderBank’s receipt of the following, each of which shall be originals or facsimile transmissions facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the LenderBank and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Lender Bank and the Borrower; (ii) the Note executed by Borrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender Bank may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan DocumentsDocuments to which the Borrower is a party; (iiiiv) a good standing certificate from the Delaware Secretary of State and such documents and certifications certificates as the Lender Bank may reasonably require to evidence that the Borrower is duly organized or formed and validly existing and in good standing as a limited liability company under the Laws of the State of Delawarethat Borrower is, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ivv) a favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, special New York counsel to the BorrowerBorrower acceptable to the Bank, addressed to the LenderBank, in a form substantially similar as to the form set forth on Exhibit C; (v) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such matters concerning the Borrower and the validity against Loan Documents in form and substance reasonably satisfactory to the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;Bank; and (vi) a certificate signed by a Responsible Officer of such other assurances, certificates, documents, consents, or opinions as the Borrower certifying that the conditions specified in Sections 4.01(c) and (d) have been satisfied; (vii) all applicable “know your customer” and other account opening documentation required by the Lender to be provided by the Borrower; and (viii) duly executed counterparts of the Amended and Restated Ownership Limit Waiver Agreement (Vornado) among the Vornado and LXP, substantially in form of Exhibit D and dated as of October 27, 2008 (the “Waiver Agreement”)Bank reasonably may require. (b) The Collateral Requirement Any fees required to be paid on or before the Closing Date shall have been satisfied on the Closing Datepaid. (c) The representations and warranties Borrower shall have paid all Attorney Costs of the Borrower contained in Article V Bank to the extent invoiced prior to or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the extent closing proceedings (provided that such representations estimate shall not thereafter preclude a final settling of accounts between Borrower and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datethe Bank). (d) No Default The Closing Date shall existhave occurred on or before February 28, or would result from the Loan or from the application of the proceeds thereof2008.

Conditions of the Loan. The obligation of the Lender to make the Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Lender’s receipt of the following, each of which shall be originals or facsimile transmissions copies (followed promptly by originalsoriginals if requested by the Lender) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicableOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender: (i) an executed counterparts counterpart of this Agreement, sufficient in number for distribution to the Lender and Agreement from the Borrower; (ii) a Note executed by the Borrower, if requested by the Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iiiiv) a good standing certificate from the Delaware Secretary of State and such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed and validly existing and in good standing as a limited liability company under the Laws of the State of Delawareformed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each the State of Delaware and any other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ivv) a favorable opinion of Xxxxxxxx Cxxxxxx Xxxxx Cicero & Xxxxxxxx Cxxx, LLP, special New York counsel to the Borrower, addressed to the Lender, in a form substantially similar to the form set forth on Exhibit C; (v) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses Lender and approvals required in connection with the execution, delivery and performance by covering such matters concerning the Borrower and the validity against Loan Documents as the Borrower of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredLender may reasonably request; (vi) a certificate signed by a Responsible Officer certifying (A) that, other than as disclosed to the Lender and except with respect to events or circumstances of which the Lender has knowledge, there has been no event or circumstance since the date of the Borrower certifying latest Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the conditions specified in Sections 4.01(c) and (d) have been satisfied; (vii) all applicable “know your customer” and other account opening documentation required by the Lender to be provided by the Borrower; and (viii) duly executed counterparts of the Amended and Restated Ownership Limit Waiver Agreement (Vornado) among the Vornado and LXP, substantially in form of Exhibit D and dated as of October 27, 2008 (the “Waiver Agreement”). (b) The Collateral Requirement shall have been satisfied on the Closing Date. (c) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be were true and correct in all material respects as of such earlier date. ; and (dC) No that no Default shall exist, or Event of Default exists or would result from making the Loan on the Closing Date; (vii) a budget and cash flow forecast (collectively, the “Cash Flow Forecast”) acceptable to the Lender; and (viii) such other assurances, certificates, documents, consents or from opinions as the application of the proceeds thereofLender may reasonably require.

Conditions of the Loan. The obligation of the Lender to make the Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the Loan. (b) No Default shall exist, or would result from the Loan or from the application of the proceeds thereof. (c) The Lender’s receipt of the following, each of which shall be originals or facsimile transmissions telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicablesigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lender: (i) executed counterparts of this Agreement, the Guaranty and the Warrant Purchase Agreement, sufficient in number for distribution to the Lender and the Borrower; (ii) a Note executed by the Borrower in favor of the Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan DocumentsDocuments to which such Loan Party is a party or is to be a party; (iiiiv) a good standing certificate from the Delaware Secretary of State and such documents and certifications as the Lender may reasonably require to evidence that the Borrower each Loan Party is duly organized or formed and validly existing and in good standing as a limited liability company under the Laws of the State of Delawareformed, and that the Borrower each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ivv) a favorable opinion of Xxxxxxxx Fulbright & Xxxxxxxx LLPL.L.P., special New York counsel to the BorrowerLoan Parties, addressed to the Lender, Lender and in a form substantially similar and substance satisfactory to the form set forth on Exhibit CLender; (vvi) a certificate of a Responsible Officer of the Borrower each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such Loan Party of the Loan DocumentsDocuments to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vivii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(c4.01(a) and (db) have been satisfied; (vii) all applicable “know your customer” and other account opening documentation required by the Lender to be provided by the Borrower; and (viii) duly executed counterparts of such other assurances, certificates, documents or consents as the Amended and Restated Ownership Limit Waiver Agreement (Vornado) among the Vornado and LXP, substantially in form of Exhibit D and dated as of October 27, 2008 (the “Waiver Agreement”). (b) The Collateral Requirement shall have been satisfied on the Closing Date. (c) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier dateLender reasonably may require. (d) No Default The Borrower shall existhave executed and issued Warrants to the Lender. (e) All fees required to be paid by the Borrower to the Lender on or before the Closing Date shall have been paid. (f) Unless waived by the Lender, the Borrower shall have paid all fees, charges and disbursements of counsel to the Lender (directly to such counsel if requested by the Lender) to the extent invoiced prior to or would result from on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender). (g) The Lender shall have received the results of a recent lien search with respect to each of the Loan or from Parties on terms and conditions satisfactory to the application of the proceeds thereofLender.