Common use of Lender Approval Clause in Contracts

Lender Approval. It shall be a condition precedent to Purchaser’s obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders (the “Lenders”, and such approval shall be called “Lender Approval”) to the transactions contemplated by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) (collectively, the “Transactions”). If, as of November 30, 2003 (the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to the terms of this Section 5(b), Purchaser shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”).

Lender Approval. It (a) With respect to each of the Transactions other than the Transactions involving the Stone Hedge Property and the Parkway Plaza Property, Cedar shall use commercially reasonable efforts to obtain from the Current Lenders their respective written approval or agreement, in a form reasonably acceptable to Homburg of (i) the Conversions, if applicable, and the transfer of the applicable Interests as contemplated under this Agreement, (ii) the applicable Amended and Restated Partnership Agreements, (iii) the applicable Management Agreement and (iv) the Syndication (including the applicable Current Lender’s agreement that the Syndication shall not constitute a default under the applicable Current Loan Documents) (collectively, with any other related approvals required pursuant to the applicable Loan Documents the “Loan Approvals”). Notwithstanding the foregoing, the refusal of a Current Lender to pre-approve or otherwise permit without the consent of Lender a transfer of partnership interest from Cedar to Homburg or HPBV (or any affiliate of either of the foregoing) shall not be grounds for Homburg to withhold its consent to a condition precedent Loan Approval. Cedar shall request that the documents evidencing a Loan Approval contain a statement from the Current Lender identifying, in writing, the outstanding principal balance and interest rate of the applicable Current Loan and whether, to PurchaserCurrent Lender’s obligation to proceed to Closing hereunder that Purchaser shall have obtained knowledge, any default exists under the approval of its lenders applicable Current Loan Documents (the “LendersLoan Estoppel Statement”, ). Cedar and such approval shall be called “Lender Approval”) Homburg agree to use commercially reasonable efforts to cooperate with each other in connection with the transactions contemplated by this Agreement, foregoing (including, without limitation, promptly furnishing to the Master Lease Amendments Current Lenders all information and documents (financial and otherwise) which may be required under the Current Loan Documents or otherwise reasonably requested by the Current Lenders). For avoidance of doubt, failure by Cedar to obtain (x) any Loan Approval in the manner provided herein shall not constitute a default by Cedar under this Agreement, but shall constitute the mere failure of a condition precedent as hereinafter definedmore particularly set forth in Section 16 below and/or (y) and any Loan Estoppel Statement in the Termination Agreements manner provided herein shall constitute neither a default by Cedar under this Agreement nor the failure of a condition precedent to the obligation of any party to close hereunder. (as hereinafter definedb) If, with respect to one (collectively1) or more of the applicable Properties (each, the a “TransactionsSubject Property”). If, as of November 30necessary Loan Approvals shall not have been obtained by Cedar and Homburg prior to 5:00 P.M. (Eastern time) on June 29, 2003 2007 (the “Loan Approval DateDeadline”), Purchaser has not received Lender Approvalthen Cedar shall have the right, Purchaser may terminate this Agreement in its sole and absolute discretion, exercisable by delivery of written notice to Seller Homburg to either (x) extend the Loan Approval Deadline with respect to the Subject Property(ies) by a period not later than 5:00 p.m. to exceed, in the aggregate, thirty (Chicago time30) on days (the Approval Date“Extension Period”) and, which notice shall state if necessary, extend the grounds Closing of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00related Transaction(s) (the “Break-Up FeeSubject Transaction(s)”) in connection therewith, or (y) remove the Interests associated with the Subject Property(ies) (the “Subject Interests”) from the Interests being conveyed pursuant to this Agreement, in which case this Agreement shall terminate as to the Subject Transaction and the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration, whereupon the parties hereto shall be relieved of all further liability and responsibility under this Agreement with respect to the Subject Interests, the Subject Property and the Subject Transaction (except for any obligation expressly provided to survive a termination of this Agreement). If Cedar shall make an election under clause (x) of this Section 10(b), then the following shall apply: (i) The parties shall proceed with the Closing of any other Transaction that is not a Subject Transaction in accordance with the terms of this Agreement. (ii) If Cedar does not obtain any or all outstanding Loan Approval(s) by the expiration of the Extension Period, then this Agreement shall automatically terminate with respect to the Subject Transaction only, in which case the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration, and the parties hereto shall be relieved of all further liability and responsibility under this Agreement with respect to the Subject Interests, the Subject Property and the Subject Transaction, except for any obligation expressly provided to survive a termination of this Agreement. (c) The parties hereby acknowledge that none of Cedar, the Property Owners or any of their respective affiliates are the current borrowers under the Current Loans encumbering the Contract Properties and that pursuant to the respective Purchase Contracts, Cedar has applied to the applicable Current Lenders for their consent to the assumption by the Contract Property Owners (other than the Contract Property Owner for the Parkway Plaza Property) of the applicable Current Loans (the “Assumption Consents”). The parties further acknowledge and agree that Cedar intends to seek the Loan Approvals respecting the Contract Properties other than the Parkway Plaza Property contemporaneously with the Assumption Consents; provided, however, that if a Current Lender shall render an Assumption Consent but shall not render a Loan Approval, then, at Cedar’s election, following notice from Cedar to Homburg thereof, (x) Cedar shall be permitted to close the purchase and neither Purchaser nor Seller sale of the related Contract Property in accordance with the applicable Purchase Contract and assume the applicable Current Loan without any participation, then or at a later date, with Homburg and (y) this Agreement shall have any automatically terminate as to the applicable Contract Transaction and the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration and the parties hereto shall be relieved of all further obligations or liabilities hereunder liability and responsibility under this Agreement with respect to the applicable Interests and the applicable Contract Property (except for those obligations and liabilities that any obligation expressly provided to survive termination. a termination of this Agreement). (d) In the event that Purchaser does not deliver Cedar shall be unable to Seller secure an Assumption Consent with respect to any of the Contract Properties (other than the Parkway Plaza Property, with respect to which the parties acknowledge that the existing mortgage loan encumbering the same is intended to be defeased prior to the applicable Purchase Contract Closing) and as a timely notice result, Cedar shall elect to cause the defeasance of termination the applicable Current Loan (the “Defeased Current Loan”) pursuant to the terms of this Section 5(b)the applicable Purchase Contract, Purchaser Cedar shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller Homburg in writing immediately following its receipt of Lender Approval thereof (the “Lender Approval Defeasance Notice”), which notice shall include an estimate by Cedar, in its reasonable determination, of the cost of such defeasance. Within ten (10) Business Days after the receipt of a Defeasance Notice, Homburg shall have the option, in its sole discretion, to terminate this Agreement with respect to the Contract Transaction involving the Defeased Current Loan only, in which case the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration, and the parties hereto shall be relieved of all further liability and responsibility under this Agreement with respect to such Contract Property and the Interests related thereto, except for any obligation expressly provided to survive a termination of this Agreement. If Homburg shall not terminate this Agreement as to a Contract Transaction involving a Defeased Current Loan within such ten (10) Business Day period, the parties shall proceed to the Closing of such Contract Transaction in accordance with the terms hereof and Homburg shall be responsible for its Percentage Interest of any and all defeasance costs incurred in connection therewith as set forth in Section 5(b)(i) above.

Lender Approval. Right with respect to the XXXXX . The approval of the Administrative Agent will be required with respect to the XXXXX. The Administrative Agent will not unreasonably withhold its approval of the XXXXX if, as of the date upon which the parties execute the XXXXX (the "Test Date"), the Approval Criteria are satisfied. If, as of the Test Date, the Approval Criteria are not satisfied, then (x) the Administrative Agent shall be entitled to grant or withhold its approval, in its sole discretion, to any portions or provisions of the XXXXX relating to the management or leasing of Phase I Mall and Phase II Mall, (y) without limiting the foregoing, the XXXXX shall provide that at any time that an Event of Default shall exist, the Administrative Agent shall have sole discretion over the appointment of the property manager for the entire integrated mall and over leasing plans for the entire integrated mall (such provision, the "Lender Determination Provision") and (z) Lender will not unreasonably withhold its approval of the remainder of the XXXXX; provided that, if the Approval Criteria shall be satisfied as of any given date that occurs after the Test Date, then, at such time, the Lender Determination Provision of the XXXXX shall be deleted. If the Approval Criteria shall be satisfied, and the parties thereto execute and deliver a XXXXX, then, thereafter, Borrower shall be entitled to make such changes to the XXXXX that a Commercially Reasonable Owner would make so long as such changes are not likely to result in a Material Adverse Effect. Borrower shall furnish to Administrative Agent, promptly upon request therefor by the Administrative Agent made from time to time, and as a condition precedent to Administrative Agent's obligations under this Article VIII, all rent information, Leases and information regarding the creditworthiness of tenants that the Administrative Agent shall reasonably request to determine whether the Approval Criteria are satisfied. It shall will also be a condition precedent to Purchaser’s obligation to proceed to Closing hereunder the commencement of construction of Mall Phase II that Purchaser shall have obtained the approval of its lenders (the “Lenders”Administrative Agent receive a substantive non-consolidation opinion, in form and substance, and such approval shall from counsel, reasonably satisfactory to Administrative Agent and its counsel, with respect to Mall Sub I, its Affiliates and Mall Sub II. Administrative Agent must be called “Lender Approval”) to the transactions contemplated executed and delivered by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) Borrower and the Termination Agreements (as hereinafter defined) (collectively, the “Transactions”). If, as of November 30, 2003 (the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to the terms of this Section 5(b), Purchaser shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”)Mall Sub II.

Lender Approval. It shall be a condition precedent Landlord and Tenant acknowledge and agree that the continued effectiveness of this Amendment is subject to Purchaser’s obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders this Amendment by Teachers Insurance and Annuity Association, Landlord's lender with respect to the Center ("Lender"). Promptly upon the “Lenders”last execution and delivery of this Amendment by Tenant and Landlord, and Landlord shall submit this Amendment to Lender with a request for approval hereof by Lender in writing. Thereafter, Landlord shall use reasonable efforts to obtain the approval of Lender to this Amendment as promptly as practicable. Promptly upon receipt of such approval from Lender, Landlord shall so notify Tenant of the same. In the event that Landlord is unable to obtain the approval of Lender to this Amendment within thirty (30) days after Tenant's execution and delivery of this Amendment, either party shall have the right to terminate this Amendment. Such right shall be called “Lender Approval”) to the transactions contemplated exercised by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) (collectively, the “Transactions”). If, as of November 30, 2003 (the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement either party by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state other given at any time after the grounds expiration of such terminationthirty (30) day period and prior to Landlord's notice to Tenant as to such approval. Upon timely delivery If the parties are entitled to terminate this Amendment and either party exercises such right, then (a) this Amendment shall terminate upon the date of receipt of such notice of termination by Purchaserthe recipient party, (b) each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement shall immediately terminateAmendment, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00c) (the “Break-Up Fee”), and neither Purchaser nor Seller party shall have any further rights or obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to this Amendment and (d) the terms of Lease shall remain in full force and effect without regard to this Section 5(b), Purchaser shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”)Amendment.

Lender Approval. It shall be a condition precedent to Purchaser’s 's obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders (the “"Lenders”", and such approval shall be called “"Lender Approval”") to the transactions contemplated by this Agreement, including, without limitation, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) (collectively, the “"Transactions”"). If, as of November 30, 2003 (the “"Approval Date”"), Purchaser has not received Lender Approval, Purchaser may terminate this Agreement by delivery of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “"Break-Up Fee”"), and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant to the terms of this Section 5(b), Purchaser shall be deemed to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “"Lender Approval Notice”").

Lender Approval. It shall be a condition precedent to Purchaser’s each party's obligation to proceed to Closing hereunder that Purchaser shall have obtained the approval of its lenders (the “Lenders”close that, and such approval shall be called “Lender Approval”) prior to the transactions contemplated by this Agreement, including, without limitationClosing Date, the Master Lease Amendments (as hereinafter defined) and the Termination Agreements (as hereinafter defined) holders (collectively, the “Transactions”"Existing Lenders" and each an "Existing Lender") of the loans set forth on the attached Schedule "4" (collectively, the "Existing Loans" and individually an "Existing Loan") shall have approved the assumption of their respective Existing Loan by the Buyer and the release of the Seller from all obligations thereunder (the "Assumption"). IfBuyer shall apply for approval of each of the Existing Lenders within ten days after Buyer's receipt of: (a) a fully executed Agreement; and (b) a letter by Seller to each Existing Lender authorizing the Existing Lender to review the Assumption requests. If any Existing Lender fails to approve the Assumption at or prior to the Closing Date, as of November 30, 2003 (then either party will have the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may right to terminate this Agreement by delivery of upon written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval other given prior to the Closing Date, which notice shall state the grounds of . In such termination. Upon timely delivery of such notice of termination by Purchaserevent, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand null and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), void and neither Purchaser nor Seller party shall have any further rights or obligations or liabilities hereunder under this Agreement, except for those obligations and liabilities that expressly survive terminationBuyer shall have the right to the return of the Deposit. In Notwithstanding the foregoing, in the event that Purchaser does not deliver any Existing Lender fails to Seller a timely notice of termination pursuant to approve the terms of this Section 5(bAssumption ("Disapproved Loan"), Purchaser Seller shall be deemed have the right to pay off and discharge the Disapproved Loans, in which event Buyer shall not have obtained Lender Approval the right to terminate this Agreement, this Agreement shall continue in full force and effect and Seller shall pay off the Disapproved Loans at Closing. Buyer and Seller agree to have forever waived work together in good faith to obtain the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt approval of Lender Approval (the “Lender Approval Notice”)Assumption by the Existing Lender.