Common use of Lender's Conditions Precedent Clause in Contracts

Lender's Conditions Precedent. Lender's execution of this Agreement and consent to the Sale of the Property to the Replacement Borrower subject to the Mortgage, the Assignment of Rents and Leases and the Lender's security interests therein, and the Replacement Borrower's assumption of the Loan and the liabilities and obligations of the Borrower under the Loan Documents as provided in Paragraph 5 hereof and the assumption by the Replacement Guarantor of the Guarantor's liabilities and obligations under the Guaranty and under the Environmental Indemnity as provided in Paragraph 6 hereof and to amend the Loan Agreement and the Loan Documents as set forth in this Agreement are expressly conditioned upon receipt by Lender contemporaneous with the execution of this Agreement of all of the following payments and documents in a form and content acceptable to Lender except for those documents provided for in Paragraphs 11(m) and 11(n) to be delivered when provided therein (collectively, the "Lender's Conditions Precedent"): (a) The full execution and delivery of this Agreement by the Loan Parties to Lender; (b) The execution and delivery of the First Amended and Restated Note by the Replacement Borrower made payable to the order of the Lender; (c) The execution and delivery of the Replacement Guaranty by the Replacement Guarantor to Lender; (d) The full execution and delivery of that certain Assumption and Second Deed of Trust and Assignment of Rents and Leases Modification Agreement executed by and between Replacement Borrower and Lender which amends the Mortgagor and the Assignor to be the Replacement Borrower, amends the Maturity Date and amends the Permitted Transfer language contained in the Mortgage as requested by the Replacement Borrower and the Replacement Guarantor (the "Second Mortgage and Assignment of Rents and Leases Modification"); (e) Lender must obtain a current appraisal of the Property and the New Additional Property at Borrower's expense which reflects that the outstanding principal balance of the Loan to be assumed by the Replacement Borrower must have a maximum fifty-five percent (55%) loan to value of the Property and the New Additional Property based on the "As-Is" value per the updated Appraisal which must be acceptable to Lender; (f) Delivery to Lender of a title date down endorsement to Lender's Loan Title Insurance Policy obtained at Replacement Borrower's expense insuring the Replacement Borrower is in fee simple title to the Property and insuring Lender's Mortgage, as previously amended and as amended by the Second Mortgage and Assignment of Rents and Leases Modification as a valid first mortgage lien on the Property and showing no exceptions thereto other than Permitted Exceptions and insuring that all endorsements to Lender's Title Insurance Policy are brought forward currently through the recording date of the Second Mortgage and Assignment of Rents and Leases Modification; (g) UCC Financing Statements for the Replacement Borrower to be filed and recorded in the applicable jurisdictions; (h) The execution and delivery to Lender of the Organizational Documents of the Replacement Borrower as provided in Subparagraph (q) of Exhibit C of the Loan Agreement, as certified by an officer of the Sole Member of the Replacement Borrower; (i) The execution and delivery to Lender of the Organizational Documents for the Replacement Guarantor as provided in Subparagraph (q) of Exhibit C of the Loan Agreement, as certified by the applicable officer of the Replacement Guarantor; (j) The full execution and delivery of that certain Assignment and Subordination of the Property Management Agreement executed by the Replacement Borrower in favor of Lender pledging the new Property Management Agreement to be entered into with Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager effective upon the Sale (the "Assignment and Subordination of the Inland National Real Estate Services, LLC Property Management Agreement"); (k) The full execution and delivery of that certain Consent to Assignment and Subordination of Management Agreement and Estoppel to be executed by Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager of the Property effective upon the Sale (the "Inland National Real Estate Services, LLC Consent to Assignment and Subordination of Property Management Agreement and Estoppel"); (1) A current Certificate of Insurance of the Replacement Borrower evidencing all insurance coverages on the Property which shall be effective upon and after the Sale which must comply with all of the insurance requirements of the Loan Agreement and insuring Lender as a mortgagee and additional insured; (m) Borrower shall obtain a Subordination, Attornment and Non- Disturbance Agreement and Tenant Estoppel Certificate from Ulta Salon, Cosmetics & Fragrance, Inc. substantially in the forms provided for in such Tenant's Lease at the Property and reasonably acceptable to Lender and deliver the same to Lender on or before February 16, 2015; (n) Borrower shall obtain a Tenant Estoppel Certificate from Pier One Imports, Inc. in substantially in the form provided for in such Tenant's Lease and the Related Documents and deliver the same to Lender on or before February 16, 2015; (o) Borrower's and Guarantor's Counsel Opinions in the form as provided for in the Loan Agreement for the Replacement Borrower and Replacement Guarantor with respect to this Agreement, the Related Documents and the assumptions provided for in such documents; (p) Delivery to Lender of a current ALTA Survey of the Property and the New Addition Property obtained at Replacement Borrower's expense conforming to the Survey requirements in the Loan Agreement certified to lender; (q) The execution and delivery to Lender of such other documents as Lender shall reasonably require in connection with this Agreement (such other documents together with the documents provided for in this Paragraph 11 above are collectively referred to herein as, the "Related Documents"); (r) The payment by the Replacement Borrower of the Assumption and Extension Fee to Lender; and (s) The payment by the Replacement Borrower of Lender's legal fees and expenses in connection with the documentation, negotiation and closing of this Agreement and all related documents as provided in Paragraph 11 of this Agreement.

Lender's Conditions Precedent. Lender's ’s execution of this Agreement and consent to the Sale of the Property to the Replacement Borrower subject to the Mortgage, the Assignment of Rents and Leases and the Lender's ’s security interests therein, therein and the Replacement Borrower's ’s assumption of the Loan and the liabilities and obligations of the Borrower under the Loan Documents as provided in Paragraph 5 hereof and the assumption by the Replacement Guarantor of the Guarantor's ’s liabilities and obligations under the Guaranty and under the Environmental Indemnity as provided in Paragraph 6 hereof and to amend the Loan Agreement and the Loan Documents as set forth in this Agreement are expressly conditioned upon receipt by Lender contemporaneous with the execution of this Agreement of all of the following payments and documents in a form and content acceptable to Lender except for those documents provided for in Paragraphs 11(m) and 11(n) to be delivered when provided therein (collectively, the "“Lender's ’s Conditions Precedent"”): (a) The full execution and delivery of this Agreement by the Loan Parties to Lender; (b) The execution and delivery of the First Amended and Restated Note by the Replacement Borrower made payable to the order of the Lender; (c) The execution and delivery of the Replacement Guaranty by the Replacement Guarantor to Lender; (d) The full execution and delivery of that certain Assumption and Second Deed of Trust Mortgage and Assignment of Rents and Leases Modification Agreement executed by and between Replacement Borrower and Lender which amends the Mortgagor and the Assignor to be the Replacement Borrower, amends the Maturity Date and amends the Permitted Transfer language contained in the Mortgage as requested by the Replacement Borrower and the Replacement Guarantor (the "“Second Mortgage and Assignment of Rents and Leases Modification"”); (e) Lender must obtain a current appraisal of the Property and the New Additional Property at Borrower's ’s expense which reflects that the outstanding principal balance of the Loan to be assumed by the Replacement Borrower must have a maximum fifty-five nine percent (5559%) loan to value of the Property and the New Additional Property based on the "“As-Is" ” value per the updated Appraisal which must be acceptable to Lender; (f) Delivery to Lender of a title date down endorsement to Lender's ’s Loan Title Insurance Policy obtained at Replacement Borrower's ’s expense insuring the Replacement Borrower is in fee simple title to the Property and insuring Lender's ’s Mortgage, as previously amended and as amended by the Second Mortgage and Assignment of Rents and Leases Modification as a valid first mortgage lien on the Property and showing no exceptions thereto other than Permitted Exceptions and insuring that all endorsements to Lender's ’s Title Insurance Policy are brought forward currently through the recording date of the Second Mortgage and Assignment of Rents and Leases Modification; (g) UCC Financing Statements for the Replacement Borrower to be filed and recorded in the applicable jurisdictions; (h) The execution and delivery to Lender of the Organizational Documents of the Replacement Borrower as provided in Subparagraph (q) of Exhibit C of the Loan Agreement, as certified by an officer of the Sole Member of the Replacement Borrower; (i) The execution and delivery to Lender of the Organizational Documents for the Replacement Guarantor as provided in Subparagraph (q) of Exhibit C of the Loan Agreement, as certified by the applicable officer of the Replacement Guarantor; (j) The full execution and delivery of that certain Assignment and Subordination of the Property Management Agreement executed by the Replacement Borrower in favor of Lender pledging the new Property Management Agreement to be entered into with Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager effective upon the Sale (the "“Assignment and Subordination of the Inland National Real Estate Services, LLC Property Management Agreement"”); (k) The full execution and delivery of that certain Consent to Assignment and Subordination of Management Agreement and Estoppel to be executed by Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager of the Property effective upon the Sale (the "“Inland National Real Estate Services, LLC Consent to Assignment and Subordination of Property Management Agreement and Estoppel"”); (1l) A current Certificate of Insurance of the Replacement Borrower evidencing all insurance coverages on the Property which shall be effective upon and after the Sale which must comply with all of the insurance requirements of the Loan Agreement and insuring Lender as a mortgagee and additional insured; (m) Borrower shall obtain a Subordination, Attornment and Non- Disturbance Agreement and Tenant Estoppel Certificate from Ulta Salon, Cosmetics & Fragrance, Inc. substantially in the forms provided for in such Tenant's Lease at the Property and reasonably acceptable to Lender and deliver the same to Lender on or before February 16, 2015; (n) Borrower shall obtain a Tenant Estoppel Certificate from Pier One Imports, Inc. in substantially in the form provided for in such Tenant's Lease and the Related Documents and deliver the same to Lender on or before February 16, 2015; (o) Borrower's ’s and Guarantor's ’s Counsel Opinions Opinion in the form as provided for the in the Loan Agreement for the Replacement Borrower and the Replacement Guarantor with respect to this Agreement, Agreement and the Related Documents (as hereinafter defined) and the assumptions provided for in such documents; (p) Delivery to Lender of a current ALTA Survey of the Property and the New Addition Property obtained at Replacement Borrower's expense conforming to the Survey requirements in the Loan Agreement certified to lender; (qn) The execution and delivery to Lender of such other documents as Lender shall reasonably require in connection with this Agreement (such other documents together with the documents provided for in this Paragraph 11 above are collectively referred to herein as, the "“Related Documents"”); (ro) The payment by the Replacement Borrower of the Assumption and Extension Fee to Lender; and (sp) The payment by the Replacement Borrower of Lender's ’s legal fees and expenses in connection with the documentation, negotiation and closing of this Agreement and all related documents as provided in Paragraph 11 12 of this Agreement.

Lender's Conditions Precedent. Lender's ’s execution of this Agreement and consent to the Sale of the Property to the Replacement Borrower subject to the Mortgage, the Assignment of Rents and Leases and the Lender's ’s security interests therein, therein and the Replacement Borrower's ’s assumption of the Loan and the liabilities and obligations of the Borrower under the Loan Documents as provided in Paragraph 5 hereof and the assumption by the Replacement Guarantor of the Guarantor's ’s liabilities and obligations under the Guaranty and under the Environmental Indemnity as provided in Paragraph 6 hereof and to amend the Loan Agreement and the Loan Documents as set forth in this Agreement are expressly conditioned upon receipt by Lender contemporaneous with the execution of this Agreement of all of the following payments and documents in a form and content acceptable to Lender except for those documents provided for in Paragraphs 11(m) and 11(n) to be delivered when provided therein (collectively, the "“Lender's ’s Conditions Precedent"”): (a) The full execution and delivery of this Agreement by the Loan Parties to Lender; (b) The execution and delivery of the First Amended and Restated Note by the Replacement Borrower made payable to the order of the Lender; (c) The execution and delivery of the Replacement Guaranty by the Replacement Guarantor to Lender; (d) The full execution and delivery of that certain Assumption and Second Deed of Trust Mortgage and Assignment of Rents and Leases Modification Agreement executed by and between Replacement Borrower and Lender which amends the Mortgagor and the Assignor to be the Replacement Borrower, amends the Maturity Date and amends the Permitted Transfer language contained in the Mortgage as requested by the Replacement Borrower and the Replacement Guarantor (the "“Second Mortgage and Assignment of Rents and Leases Modification"”); (e) Lender must obtain a current appraisal of the Property and the New Additional Property at Borrower's ’s expense which reflects that the outstanding principal balance of the Loan to be assumed by the Replacement Borrower must have a maximum fifty-five percent (55%) loan to value of the Property and the New Additional Property based on the "“As-Is" ” value per the updated Appraisal which must be acceptable to Lender; (f) Delivery to Lender of a title date down endorsement to Lender's ’s Loan Title Insurance Policy obtained at Replacement Borrower's ’s expense insuring the Replacement Borrower is in fee simple title to the Property and insuring Lender's ’s Mortgage, as previously amended and as amended by the Second Mortgage and Assignment of Rents and Leases Modification as a valid first mortgage lien on the Property and showing no exceptions thereto other than Permitted Exceptions and insuring that all endorsements to Lender's ’s Title Insurance Policy are brought forward currently through the recording date of the Second Mortgage and Assignment of Rents and Leases Modification; (g) UCC Financing Statements for the Replacement Borrower to be filed and recorded in the applicable jurisdictions; (h) The execution and delivery to Lender of the Organizational Documents of the Replacement Borrower as provided in Subparagraph (qo) of Exhibit C of the Loan Agreement, as certified by an officer of the Sole Member of the Replacement Borrower; (i) The execution and delivery to Lender of the Organizational Documents for the Replacement Guarantor as provided in Subparagraph (qo) of Exhibit C of the Loan Agreement, as certified by the applicable officer of the Replacement Guarantor; (j) The full execution and delivery of that certain Assignment and Subordination of the Property Management Agreement executed by the Replacement Borrower in favor of Lender pledging the new Property Management Agreement to be entered into with Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager effective upon the Sale (the "“Assignment and Subordination of the Inland National Real Estate Services, LLC Property Management Agreement"”); (k) The full execution and delivery of that certain Consent to Assignment and Subordination of Management Agreement and Estoppel to be executed by Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager of the Property effective upon the Sale (the "“Inland National Real Estate Services, LLC Consent to Assignment and Subordination of Property Management Agreement and Estoppel"”); (1l) A current Certificate of Insurance of the Replacement Borrower evidencing all insurance coverages on the Property which shall be effective upon and after the Sale which must comply with all of the insurance requirements of the Loan Agreement and insuring Lender as a mortgagee and additional insured; (m) Borrower shall obtain a Subordination, Attornment and Non- Disturbance Agreement and Tenant Estoppel Certificate from Ulta Salon, Cosmetics & Fragrance, Inc. substantially in the forms provided for in such Tenant's Lease at the Property and reasonably acceptable to Lender and deliver the same to Lender on or before February 16, 2015; (n) Borrower shall obtain a Tenant Estoppel Certificate from Pier One Imports, Inc. in substantially in the form provided for in such Tenant's Lease and the Related Documents and deliver the same to Lender on or before February 16, 2015; (o) Borrower's ’s and Guarantor's ’s Counsel Opinions Opinion in the form as provided for the in the Loan Agreement for the Replacement Borrower and the Replacement Guarantor with respect to this Agreement, Agreement and the Related Documents (as hereinafter defined) and the assumptions provided for in such documents; (p) Delivery to Lender of a current ALTA Survey of the Property and the New Addition Property obtained at Replacement Borrower's expense conforming to the Survey requirements in the Loan Agreement certified to lender; (qn) The execution and delivery to Lender of such other documents as Lender shall reasonably require in connection with this Agreement (such other documents together with the documents provided for in this Paragraph 11 above are collectively referred to herein as, the "“Related Documents"”); (ro) The payment by the Replacement Borrower of the Assumption and Extension Fee to Lender; and (sp) The payment by the Replacement Borrower of Lender's ’s legal fees and expenses in connection with the documentation, negotiation and closing of this Agreement and all related documents as provided in Paragraph 11 12 of this Agreement.

Lender's Conditions Precedent. Lender's execution of this Agreement and consent As conditions precedent to the Sale advance of the Property Loan: (a) the Borrower will: (i) execute and deliver to the Replacement Borrower subject Lender a promissory note, in the form attached hereto as Schedule "A" (the "Note"); (ii) cause to be executed and delivered to the Mortgage, Lender a limited recourse guarantee of the Assignment of Rents and Leases and the Lender's security interests therein, and the Replacement Borrower's assumption wholly-owned subsidiary, Gothic Resources Inc., a Canada Business Corporations Act corporation ("Gothic"), in form and terms satisfactory to the Lender and its counsel; (iii) cause to be executed and delivered to the Lender a share pledge agreement in form and terms satisfactory to the Lender and its counsel (the "Pledge Agreement"), providing for the pledge of 400,000 free-trading common shares in the capital of First Calgary Petroleums Ltd. by Gothic; and (iv) execute and deliver to the Lender a certified copy of the Borrower's directors' resolutions authorizing the Loan and the liabilities and obligations of the Borrower under the Loan Documents as provided in Paragraph 5 hereof and the assumption by the Replacement Guarantor of the Guarantor's liabilities and obligations under the Guaranty and under the Environmental Indemnity as provided in Paragraph 6 hereof and to amend the Loan Agreement and the Loan Documents as set forth in this Agreement are expressly conditioned upon receipt by Lender contemporaneous with the execution of this Agreement of all of the following payments and documents in a form and content acceptable to Lender except for those documents provided for in Paragraphs 11(m) and 11(n) to be delivered when provided therein (collectively, the "Lender's Conditions Precedent"): (a) The full execution and delivery of this Agreement by all documents, certificates or instruments contemplated herein, in form satisfactory to the Loan Parties to LenderLender and its counsel; (b) The execution the representations and delivery warranties of the First Amended Borrower contained in paragraph 7 shall be true and Restated Note correct in all material respects and the Borrower shall have complied with all covenants required to be complied with by the Replacement Borrower made payable it prior to the order advance of the Loan by the Lender; (c) The execution the Lender shall have completed and delivery in its sole and absolute discretion, be satisfied with its due diligence review of the Replacement Guaranty by the Replacement Guarantor to Lender;Borrower; and (d) The full execution the Lender shall have received the approval of its board of directors, and delivery shall in its sole and absolute discretion, be satisfied as to the creditworthiness of that certain Assumption and Second Deed of Trust and Assignment of Rents and Leases Modification Agreement executed by and between Replacement Borrower and Lender which amends the Mortgagor and the Assignor to be the Replacement Borrower, amends the Maturity Date and amends the Permitted Transfer language contained in the Mortgage as requested by the Replacement Borrower and the Replacement Guarantor (the "Second Mortgage and Assignment of Rents and Leases Modification"); (e) Lender must obtain a current appraisal adequacy of the Property and the New Additional Property at Borrower's expense which reflects that the outstanding principal balance collateral security provided herein. If any of the Loan to be assumed foregoing conditions precedent are not satisfied or waived by the Replacement Borrower must have a maximum fifty-five percent (55%) loan to value of the Property and the New Additional Property based on the "As-Is" value per the updated Appraisal which must be acceptable to Lender; (f) Delivery to Lender of a title date down endorsement to Lender's Loan Title Insurance Policy obtained at Replacement Borrower's expense insuring the Replacement Borrower is in fee simple title to the Property and insuring Lender's Mortgage, as previously amended and as amended by the Second Mortgage and Assignment of Rents and Leases Modification as a valid first mortgage lien on the Property and showing no exceptions thereto other than Permitted Exceptions and insuring that all endorsements to Lender's Title Insurance Policy are brought forward currently through the recording date of the Second Mortgage and Assignment of Rents and Leases Modification; (g) UCC Financing Statements for the Replacement Borrower to be filed and recorded in the applicable jurisdictions; (h) The execution and delivery to Lender of the Organizational Documents of the Replacement Borrower as provided in Subparagraph (q) of Exhibit C of the Loan Agreement, as certified by an officer of the Sole Member of the Replacement Borrower; (i) The execution and delivery to Lender of the Organizational Documents for the Replacement Guarantor as provided in Subparagraph (q) of Exhibit C of the Loan Agreement, as certified by the applicable officer of the Replacement Guarantor; (j) The full execution and delivery of that certain Assignment and Subordination of the Property Management Agreement executed by the Replacement Borrower in favor of Lender pledging the new Property Management Agreement to be entered into with Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager effective upon the Sale (the "Assignment and Subordination of the Inland National Real Estate Services, LLC Property Management Agreement"); (k) The full execution and delivery of that certain Consent to Assignment and Subordination of Management Agreement and Estoppel to be executed by Inland National Real Estate Services, LLC, a Delaware limited liability company as the new Property Manager of the Property effective upon the Sale (the "Inland National Real Estate Services, LLC Consent to Assignment and Subordination of Property Management Agreement and Estoppel"); (1) A current Certificate of Insurance of the Replacement Borrower evidencing all insurance coverages on the Property which shall be effective upon and after the Sale which must comply with all of the insurance requirements of the Loan Agreement and insuring Lender as a mortgagee and additional insured; (m) Borrower shall obtain a Subordination, Attornment and Non- Disturbance Agreement and Tenant Estoppel Certificate from Ulta Salon, Cosmetics & Fragrance, Inc. substantially in the forms provided for in such Tenant's Lease at the Property and reasonably acceptable to Lender and deliver the same to Lender writing on or before February August 16, 2015; (n) Borrower 2002, this Agreement shall obtain a Tenant Estoppel Certificate from Pier One Importsterminate, Inc. in substantially in the form provided for in such Tenant's Lease and the Related Documents and deliver the same to Lender on or before February 16, 2015; (o) Borrower's and Guarantor's Counsel Opinions in the form as provided for in the Loan Agreement for the Replacement Borrower and Replacement Guarantor with respect to this Agreement, the Related Documents and the assumptions provided for in such documents; (p) Delivery to Lender of a current ALTA Survey of the Property and the New Addition Property obtained at Replacement Borrower's expense conforming shall be under no further obligation to the Survey requirements in the Loan Agreement certified to lender; (q) The execution and delivery to Lender of such other documents as Lender shall reasonably require in connection with this Agreement (such other documents together with the documents provided for in this Paragraph 11 above are collectively referred to herein as, the "Related Documents"); (r) The payment by the Replacement Borrower of the Assumption and Extension Fee to Lender; and (s) The payment by the Replacement Borrower of Lender's legal fees and expenses in connection with the documentation, negotiation and closing of this Agreement and all related documents as provided in Paragraph 11 of this Agreementtransaction contemplated herein.