Common use of Matters Relating to Existing Indebtedness Clause in Contracts

Matters Relating to Existing Indebtedness. (a) On the Initial Borrowing Date and after giving effect to the Transaction, neither Holdings nor any of its Subsidiaries shall have any preferred Equity Interests (including preferred stock) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (i) the Loans and Letters of Credit, (ii) the Senior Notes, (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iii), the “Existing Indebtedness”). (b) On the Initial Borrowing Date, the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 80% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes shall have been validly tendered and not withdrawn pursuant to the Tender Offer and, substantially concurrently with the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes Indenture.

Matters Relating to Existing Indebtedness. (i) Termination of DIP Credit Agreement and Related Liens. (a) On Indebtedness consisting of funded amounts outstanding under the Initial Borrowing DIP Credit Agreement on the Closing Date shall have been repaid in full in cash, (b) all undrawn "Tranche A L/Cs" and after giving effect "Tranche X X/Cs" under the DIP Credit Agreement (other than the Existing Detroit L/Cs) shall be replaced (or any further drawings thereunder shall be fully supported pursuant to arrangements satisfactory to DIP Lenders and the issuers thereof) with letters of credit issued under the New L/C Facility Agreement, (c) the Existing Detroit L/Cs shall be replaced with letters of credit issued under the Detroit L/C Credit Agreement as the Detroit L/Cs, (d) each letter of credit (if any) issued or deemed issued under the DIP Credit Agreement other than the "Tranche A L/Cs" and "Tranche X X/Cs" shall have been cash collateralized pursuant to arrangements reasonably satisfactory to the Transactionissuer of such letter of credit, neither Holdings nor any or cancelled and returned undrawn, or reimbursed, (e) all commitments to lend or make other extensions of its Subsidiaries credit under the DIP Credit Agreement shall have any preferred Equity Interests terminated (including preferred stockexcept that the participations of DIP Lenders purchased in the letters of credit, if any, referred to in clause (d) Capitalized Lease above shall continue), and (f) all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries under the DIP Credit Agreement shall have been delivered to Administrative Agent to the extent required by Administrative Agent. (ii) Termination of Prepetition Credit Agreement, 9.25% Debentures and Related Liens. (a) Indebtedness consisting of the 9.25% Debentures and the Prepetition Obligations or Indebtedness for borrowed money outstanding except for (i) on the Closing Date shall be satisfied by application of the High Yield Notes and the Loans and Letters by application of Credit, Cash On Hand of Borrowers (ii) the Senior Notes, (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions as described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iiisubsection 3.1T), the “Existing Indebtedness”). and (b) On all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries under the Initial Borrowing Date, Prepetition Credit Agreement and the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 809.25% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes Debentures shall have been validly tendered and not withdrawn pursuant delivered to Administrative Agent to the Tender Offer and, substantially concurrently with the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes Indentureextent required by Administrative Agent.

Matters Relating to Existing Indebtedness. (i) Termination of DIP Credit Agreement and Related Liens. (a) On Indebtedness consisting of funded amounts outstanding under the Initial Borrowing DIP Credit Agreement on the Closing Date shall have been repaid in full in cash, (b) all undrawn "Tranche A L/Cs" and after giving effect "Tranche X X/Cs" under the DIP Credit Agreement (other than the Existing Detroit L/Cs) shall be replaced (or any further drawings thereunder shall be fully supported pursuant to arrangements satisfactory to DIP Lenders and the issuers thereof) with letters of credit issued under the New L/C Facility Agreement, (c) the Existing Detroit L/Cs shall be replaced with letters of credit issued under the Detroit L/C Credit Agreement as the Detroit L/Cs, (d) each letter of credit (if any) issued or deemed issued under the DIP Credit Agreement other than the "Tranche A L/Cs" and "Tranche X X/Cs" shall have been cash collateralized pursuant to arrangements reasonably satisfactory to the Transactionissuer of such letter of credit, neither Holdings nor any or cancelled and returned undrawn, or reimbursed, (e) all commitments to lend or make other extensions of its Subsidiaries credit under the DIP Credit Agreement shall have any preferred Equity Interests terminated (including preferred stockexcept that the participations of DIP Lenders purchased in the letters of credit, if any, referred to in clause (d) Capitalized Lease above shall continue), and (f) all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries under the DIP Credit Agreement shall have been delivered to Administrative Agent to the extent required by Administrative Agent. (ii) Termination of Prepetition Credit Agreement, 9.25% Debentures and Related Liens. (a) Indebtedness consisting of the 9.25% Debentures and the Prepetition Obligations or Indebtedness for borrowed money outstanding except for (i) on the Closing Date shall be satisfied by application of the High Yield Notes and the Loans and Letters by application of Credit, Cash On Hand of Borrowers (ii) the Senior Notes, (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions as described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iiisubsection 3.1T), the “Existing Indebtedness”). and (b) On all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries under the Initial Borrowing Date, 45 Prepetition Credit Agreement and the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 809.25% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes Debentures shall have been validly tendered and not withdrawn pursuant delivered to Administrative Agent to the Tender Offer and, substantially concurrently with the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes Indentureextent required by Administrative Agent.

Matters Relating to Existing Indebtedness. (i) Termination of DIP Credit Agreement and Related Liens. (a) On Indebtedness consisting of funded amounts outstanding under the Initial Borrowing DIP Credit Agreement on the Closing Date shall have been repaid in full in cash, (b) all undrawn DIP Tranche A L/Cs and after giving effect DIP Tranche X X/Cs (other than the Existing Detroit L/Cs) shall be replaced (or any further drawings thereunder shall be fully supported) with letters of credit issued under this Agreement, (c) the Existing Detroit L/Cs shall be replaced with Letters of Credit issued under the Detroit L/C Facility Agreement, (d) each letter of credit (if any) issued or deemed issued under the DIP Credit Agreement other than the DIP Tranche A L/Cs and DIP Tranche X X/Cs shall have been cash collateralized pursuant to arrangements reasonably satisfactory to the Transactionissuer of such letter of credit, neither Holdings nor any or cancelled and returned undrawn, or reimbursed, (e) all commitments to lend or make other extensions of its Subsidiaries credit under the DIP Credit Agreement shall have any preferred Equity Interests terminated (except that the participations of DIP Lenders purchased in the letters of credit, if any, referred to in clause (d) above shall continue), and (f) all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including preferred stockCPIH Subsidiaries) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (i) under the Loans and Letters of Credit, DIP Credit Agreement shall have been delivered to Administrative Agent to the extent required by Administrative Agent. (ii) Termination of Prepetition Credit Agreement, 9.25% Debentures and Related Liens. (a) Indebtedness consisting of the Senior Notes, 9.25% Debentures and the Prepetition Obligations on the Closing Date shall be satisfied by application of the High Yield Notes and the CPIH Term Loans and by application of Cash On Hand of Borrowers (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions as described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iiisubsection 4.1T), the “Existing Indebtedness”). and (b) On all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including CPIH Subsidiaries) under the Initial Borrowing Date, Prepetition Credit Agreement and the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 809.25% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes Debentures shall have been validly tendered and not withdrawn pursuant delivered to Administrative Agent to the Tender Offer and, substantially concurrently with extent required by the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes IndentureAdministrative Agent.

Matters Relating to Existing Indebtedness. (a) On KBLP shall use reasonable best efforts to obtain, at or prior to Closing, the Initial Borrowing Date and after giving effect unconditional consent of Aetna to the Transaction, neither Holdings nor any consummation of its Subsidiaries shall have any preferred Equity Interests the Transactions (including preferred stock) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (i) without limitation the Loans and Letters amendment of Credit, (ii) the Senior Notes, (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions Management Agreement described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and2.4), together with an estoppel certificate from Aetna, in form and substance reasonably acceptable to the Existing Senior Subordinated Notes described in Sonesta Partners (the preceding clause (iii), the “Existing Indebtedness”"Aetna Consent/Estoppel"). (b) On At Closing, the Initial Borrowing Sonesta Partners shall cause FSC to release KBLP and its partners from any and all personal liability in respect of the FSC Indebtedness and the Existing Indebtedness Documents relating thereto (the "FSC Indebtedness Waiver"). (c) At Closing, the Sonesta Partners shall cause the Partnership and KBLP shall cause KBHA and PLT to enter into an agreement (the "KBHA/PLT Indebtedness Amendments") modifying the provisions of the KBHA Indebtedness and the PLT Indebtedness as follows: (i) the KBHA/PLT Indebtedness shall be exchanged for a note from the Partnership in the principal amount equal to $500,000, payable on the Measurement Date, with no interest thereon unless paid after the U.S. Borrower Measurement Date, in which event simple interest shall have consummated accrue from the Tender OfferMeasurement Date at twelve percent (12%) per annum until paid in full (the "KBHA/PLT Note"), and either (i)(xii) at least 80% the option of the aggregate principal amount Sonesta Partners, all security interests of KBHA and PLT with respect to the KBHA Indebtedness and the PLT Indebtedness shall be released and/or assigned to FSC pursuant to instruments of assignment, in recordable form, in form and substance reasonably acceptable to FSC, KBHA and PLT, (iii) payments made in respect of the outstanding Existing Senior Subordinated Notes KBHA/PLT Note shall have been validly tendered be paid to KBHA, (iv) FSC shall guaranty the obligations of the Partnership under the KBHA/PLT Note in form and substance reasonably acceptable to KBLP and FSC (the "FSC Guaranty") and (v) FSC shall cause Sonesta International to issue a back-up guaranty of collection to KBHA, which guarantees the obligations of FSC under the FSC Guaranty only with respect to the KBHA/PLT Note (and not withdrawn pursuant with respect to the Tender Offer obligation to pay Liquidated Damages or Assumed Liabilities) (the "Sonesta Guaranty"), which guaranty shall be in form and substance reasonably acceptable to Sonesta International, KBHA and KBLP. (d) Upon execution hereof, KBLP shall execute and deliver to FSC in recordable form the amendments to the mortgages from KBLP to FSC set forth as Schedule 2.3(d) (the "Mortgage Amendments"). The Mortgage Amendments shall be promptly recorded but shall only be effective in the event of a KBLP Default, and, substantially concurrently with the initial Borrowing of Loansabsent a KBLP Default, shall be repurchased pursuant to the Tender Offer Notes Repurchase deemed null and (y) the Existing Note Indenture Amendment shall have been entered into (void and be in full of no force and or effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes Indenture.

Matters Relating to Existing Indebtedness. (i) Termination of DIP Credit Agreement and Related Liens. (a) On Indebtedness consisting of funded amounts outstanding under the Initial Borrowing DIP Credit Agreement on the Closing Date and after giving effect to the Transaction, neither Holdings nor any of its Subsidiaries shall have been repaid in full in cash, (b) all undrawn DIP Tranche A L/Cs and DIP Tranche B L/Cs (other than the Existing Detroit L/Cs) shall be replaxxx (or any preferred Equity Interests further drawings thereunder shall be fully supported pursuant to arrangements satisfactory to DIP Lenders and the issuers thereof) with letters of credit issued under the New L/C Facility Agreement, (including preferred stock) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (ic) the Loans and Existing Detroit L/Cs shall be replaced with Letters of Credit, (iid) each letter of credit (if any) issued or deemed issued under the Senior NotesDIP Credit Agreement other than the DIP Tranche A L/Cs and DIP Tranche B L/Cs shall have been cash collateralized pursuant to arranxxxents reasonably satisfactory to the issuer of such letter of credit, or cancelled and returned undrawn, or reimbursed, (iiie) all commitments to lend or make other extensions of credit under the Existing Senior Subordinated Notes permitted DIP Credit Agreement shall have terminated (except that the participations of DIP Lenders purchased in the letters of credit, if any, referred to remain outstanding after giving effect in clause (d) above shall continue), and (f) all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including CPIH Subsidiaries) under the DIP Credit Agreement shall have been delivered to Administrative Agent to the refinancing transactions described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iii), the “Existing Indebtedness”)extent required by Administrative Agent. (ii) Termination of Prepetition Credit Agreement, 9.25% Debentures and Related Liens. (a) Indebtedness consisting of the 9.25% Debentures and the Prepetition Obligations on the Closing Date shall be satisfied by application of the High Yield Notes and the CPIH Term Loans and by application of Cash On Hand of Borrowers (as described in subsection 4.1T), and (b) On all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including CPIH Subsidiaries) under the Initial Borrowing Date, Prepetition Credit Agreement and the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 809.25% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes Debentures shall have been validly tendered and not withdrawn pursuant delivered to Administrative Agent to the Tender Offer and, substantially concurrently with extent required by the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes IndentureAdministrative Agent.

Matters Relating to Existing Indebtedness. (i) Termination of DIP Credit Agreement and Related Liens. (a) On Indebtedness consisting of funded amounts outstanding under the Initial Borrowing DIP Credit Agreement on the Closing Date shall have been repaid in full in cash, (b) all undrawn DIP Tranche A L/Cs and after giving effect DIP Tranche B L/Cs (other than the Existing Detroit L/Cs) shall be replaxxx (or any further drawings thereunder shall be fully supported) with letters of credit issued under this Agreement, (c) the Existing Detroit L/Cs shall be replaced with Letters of Credit issued under the Detroit L/C Facility Agreement, (d) each letter of credit (if any) issued or deemed issued under the DIP Credit Agreement other than the DIP Tranche A L/Cs and DIP Tranche B L/Cs shall have been cash collateralized pursuant to arranxxxents reasonably satisfactory to the Transactionissuer of such letter of credit, neither Holdings nor any or cancelled and returned undrawn, or reimbursed, (e) all commitments to lend or make other extensions of its Subsidiaries credit under the DIP Credit Agreement shall have any preferred Equity Interests terminated (except that the participations of DIP Lenders purchased in the letters of credit, if any, referred to in clause (d) above shall continue), and (f) all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including preferred stockCPIH Subsidiaries) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (i) under the Loans and Letters of Credit, DIP Credit Agreement shall have been delivered to Administrative Agent to the extent required by Administrative Agent. (ii) Termination of Prepetition Credit Agreement, 9.25% Debentures and Related Liens. (a) Indebtedness consisting of the Senior Notes, 9.25% Debentures and the Prepetition Obligations on the Closing Date shall be satisfied by application of the High Yield Notes and the CPIH Term Loans and by application of Cash On Hand of Borrowers (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions as described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iiisubsection 4.1T), the “Existing Indebtedness”). and (b) On all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including CPIH Subsidiaries) under the Initial Borrowing Date, Prepetition Credit Agreement and the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 809.25% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes Debentures shall have been validly tendered and not withdrawn pursuant delivered to Administrative Agent to the Tender Offer and, substantially concurrently with extent required by the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes IndentureAdministrative Agent.

Matters Relating to Existing Indebtedness. It shall be a condition precedent to the Partnership's obligation to close the Transactions that Contributor shall obtain and provide to the Partnership on or prior to Closing and at no cost to the Partnership (aall such costs to be paid by Contributor, including, without limitation, the payment of the transfer fees and all other fees, costs and expenses imposed or required by the Existing Lender to be paid in connection therewith): (i) On the Initial Borrowing Date consent of the Existing Lender to the consummation of the Transactions (including, without limitation, the ownership of the Property following Closing by the Partnership or one or more Affiliates of the Partnership and after the management of the Property following Closing by GGMI); and (ii) an agreement, estoppel, and confirmation by and from the Existing Lender that (A) confirms that the Existing Indebtedness Documents are in full force and effect and have not been modified, supplemented or amended, (B) confirms that there is, to the Existing Lender's knowledge, no outstanding default or condition that, with the passage of time or the giving of notice or both would constitute a default under the Existing Indebtedness Documents, (C) sets forth the then current outstanding principal balance of the Existing Indebtedness and the then current outstanding amount of accrued and unpaid interest thereon, (D) confirms that the Existing Indebtedness Documents shall not restrict the issuance or transfer of Units or shares of Common Stock, (E) confirms that the Existing Lender shall have no recourse to the Partnership, the General Partner or other Affiliates of the Partnership or the assets of any of them other than the Property except that the Existing Lender may have recourse to the Partnership in those instances where the Existing Lender has recourse (without giving effect to the TransactionTransactions) to the members of Contributor (the liabilities for which such recourse against the members of Contributor exists, neither Holdings nor any the "Recourse Liabilities"; provided, however, that such recourse shall nonetheless be limited to the Property in those instances where recourse to the Contributor and/or its constituent members, does not, as a practical matter, expose assets other than the Property to liability because Contributor and its constituent members are single purpose and/or single asset entities, such circumstances being expressly excluded from the definition of its Subsidiaries shall have any preferred Equity Interests Recourse Liabilities), and (including preferred stockF) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (i) the Loans and Letters confirms that all rights of Credit, (ii) the Senior Notes, (iii) Contributor under the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect Indebtedness Documents shall inure to the refinancing transactions described benefit of the Partnership or an Affiliate of the Partnership following Closing, including without limitation the right not to make tax escrow deposits thereunder. Contributor may request from Existing Lender a release of liability of Contributor and its constituent partners in respect of the Recourse Liabilities to the extent such liability arises out of events or matters which occur after the Closing, but the receipt of the same shall not be condition to Contributor's obligation to close hereunder. The documents referred to in this Section are hereinafter referred to as the "Existing Indebtedness Consent Documents." Contributor shall use its reasonable best efforts to obtain the Existing Indebtedness Consent Documents as contemplated herein. Termination of Existing Management Agreement and Release of Property Management Liens. It shall be a condition precedent to both the Contributor's and the Partnership's obligations to close the Transactions that, on or prior to the Closing, Contributor shall cause the Existing Management Agreement to be terminated and obtain from the Existing Manager a release of Liens or other claims with respect to the property management or leasing or other services performed by the Existing Manager in respect of the Property through the Closing Date, including without limitation any claim for leasing commissions relating to leases signed before or after the Closing (except as provided in Section 6.07(b) 2.9(c)). The documents effecting such termination and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations release are hereinafter referred to as the "Termination of Property Management Documents". Contributor shall use its reasonable best efforts to obtain the U.S. Borrower and its Subsidiaries Termination of Property Management Documents as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iii), the “Existing Indebtedness”)contemplated herein. (b) On the Initial Borrowing Date, the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 80% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes shall have been validly tendered and not withdrawn pursuant to the Tender Offer and, substantially concurrently with the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes Indenture.

Matters Relating to Existing Indebtedness. (a) On Contributor shall use reasonable best efforts (including, without limitation but subject to the Initial Borrowing Date provisions of Section 2.5(b), the payment of the transfer fees or other fees or costs imposed or required to be paid by any Existing Lender) to obtain, at or prior to Closing and after at no cost to the Partnership, (i) the unconditional consent of the Existing Lenders specified on Schedule 2.5 to the consummation of the Transactions (including without limitation the Drop-Down and, if necessary, the matters described in Sections 2.5(b) and 2.12) and (ii) a confirmation by the Existing Lenders that they shall have no recourse to the Partnership, the General Partner or other Affiliates of the Partnership or the assets of any of them or the assets of the Acquired Partnership other than the Property except that an Existing Lender may have recourse to the Partnership and the other assets of the Acquired Partnership in those instances where such Existing Lender has recourse (without giving effect to the Transaction, neither Holdings nor any Transactions) to Messrs. Maurxxx Xxxxx xxx Sidnxx Xxxxxx xx their capacities as general partners of its Subsidiaries shall have any preferred Equity Interests Contributor or otherwise (including preferred stock) Capitalized Lease Obligations or Indebtedness the liabilities for borrowed money outstanding except for (i) the Loans which such recourse against Messrs. Forbes and Letters of Credit, (ii) the Senior Notes, (iii) the Existing Senior Subordinated Notes permitted to remain outstanding after giving effect to the refinancing transactions described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iii)Cohex xxxsts, the “Existing Indebtedness”"Recourse Liabilities"). (b) On Notwithstanding anything to the Initial Borrowing Datecontrary contained in this Section 2.5, the U.S. Borrower Partnership shall have consummated pay the Tender Offer, and either (i)(x) at least 80% amount of the aggregate 1% loan transfer fee payable to Northwestern Mutual on account of the Transactions, but Contributor shall use reasonable best efforts to obtain the approval of Northwestern Mutual to adding the loan transfer fee to the principal amount of the outstanding Existing Senior Subordinated Notes shall have been validly tendered and not withdrawn pursuant to Indebtedness held by it without any change in the Tender Offer and, substantially concurrently with the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the other terms of such indebtedness. In the event that Contributor, despite using its reasonable best efforts, is unable to obtain such approval, the Partnership shall cause such loan transfer fee to be paid in cash. (c) The documents referred to in this Section are hereinafter referred to as the "Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes IndentureIndebtedness Consent Documents."

Matters Relating to Existing Indebtedness. (i) Termination of DIP Credit Agreement and Related Liens. (a) On Indebtedness consisting of funded amounts outstanding under the Initial Borrowing DIP Credit Agreement on the Closing Date and after giving effect to the Transaction, neither Holdings nor any of its Subsidiaries shall have been repaid in full in cash, (b) all undrawn DIP Tranche A L/Cs and DIP Tranche X X/Cs (other than the Existing Detroit L/Cs) shall be replaced (or any preferred Equity Interests further drawings thereunder shall be fully supported pursuant to arrangements satisfactory to DIP Lenders and the issuers thereof) with letters of credit issued under the New L/C Facility Agreement, (including preferred stock) Capitalized Lease Obligations or Indebtedness for borrowed money outstanding except for (ic) the Loans and Existing Detroit L/Cs shall be replaced with Letters of Credit, (iid) each letter of credit (if any) issued or deemed issued under the Senior NotesDIP Credit Agreement other than the DIP Tranche A L/Cs and DIP Tranche B L/Cs shall have been cash collateralized pursuant to arrangements reasonably satisfactory to the issuer of such letter of credit, or cancelled and returned undrawn, or reimbursed, (iiie) all commitments to lend or make other extensions of credit under the Existing Senior Subordinated Notes permitted DIP Credit Agreement shall have terminated (except that the participations of DIP Lenders purchased in the letters of credit, if any, referred to remain outstanding after giving effect in clause (d) above shall continue), and (f) all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including CPIH Subsidiaries) under the DIP Credit Agreement shall have been delivered to Administrative Agent to the refinancing transactions described in Section 6.07(b) and (iv) certain other indebtedness for borrowed money and Capitalized Lease Obligations of the U.S. Borrower and its Subsidiaries as is listed on Schedule 8.21 in an aggregate outstanding principal amount not to exceed $12,000,000 (with the Indebtedness described in this clause (iv) being herein called the “Existing Other Indebtedness” and, together with the Existing Senior Subordinated Notes described in the preceding clause (iii), the “Existing Indebtedness”)extent required by Administrative Agent. (ii) Termination of Prepetition Credit Agreement, 9.25% Debentures and Related Liens. (a) Indebtedness consisting of the 9.25% Debentures and the Prepetition Obligations on the Closing Date shall be satisfied by application of the High Yield Notes and the CPIH Term Loans and by application of Cash On Hand of Borrowers (as described in subsection 4.1T), and (b) On all documents or instruments necessary to release all Liens securing Indebtedness or other obligations of Borrowers and their Subsidiaries (including CPIH Subsidiaries) under the Initial Borrowing Date, Prepetition Credit Agreement and the U.S. Borrower shall have consummated the Tender Offer, and either (i)(x) at least 809.25% of the aggregate principal amount of the outstanding Existing Senior Subordinated Notes Debentures shall have been validly tendered and not withdrawn pursuant delivered to Administrative Agent to the Tender Offer and, substantially concurrently with extent required by the initial Borrowing of Loans, shall be repurchased pursuant to the Tender Offer Notes Repurchase and (y) the Existing Note Indenture Amendment shall have been entered into (and be in full force and effect), all to the reasonable satisfaction of the Agents or (ii) the U.S. Borrower, substantially concurrently with the initial Borrowing of Loans, shall defease or satisfy and discharge all of the Non-Tendered Notes in accordance with the terms of the Existing Senior Subordinated Notes Indenture (the “Notes Defeasance”) such that, in the case of this clause (ii), after giving effect thereto, all outstanding Existing Notes shall have been repurchased pursuant to the Tender Offer Notes Repurchase or defeased or satisfied and discharged in accordance with the terms of the Existing Senior Subordinated Notes IndentureAdministrative Agent.