ORIGINAL BORROWER. CHICAGO TITLE LAND TRUST COMPANY, not personally, but as Trustee under Trust Agreement dated July 26, 1997 and known as Trust No. 40935 By: /s/ Xxxxxxx Xxxxxxxxxx Title: Trust Officer CHICAGO TITLE LAND TRUST COMPANY, not personally, but as Trustee under Trust Agreement dated September 27, 1976 and known as Trust No. 5602 By: /s/ Xxxxxxx Xxxxxxxxxx Title: Trust Officer CONTINENTAL TOWERS ASSOCIATES-I, L.P., an Illinois limited partnership By: CTA General Partner, LLC, a Delaware limited liability company, General Partner By: CTA Member, Inc., a Delaware corporation, Managing Member By: /s/ Yochanen Xxxxxxxx Yochanen Danziger, President, by Xxxx X. Del Vecchio, Attorney in Fact CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company By: CTA General Partner, LLC, a Delaware limited liability company, Sole Member By: CTA Member, Inc., a Delaware corporation, Managing Member By: /s/ Yochanen Xxxxxxxx Yochanen Danziger, President, by Xxxx X. Del Xxxxxxx, Attorney in Fact Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx By: Prime Group Realty Trust, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Title: President and CEO STATE OF Illinois ) ) SS. COUNTY OF Xxxx ) I, the undersigned , a Notary Public in and for said County in the aforesaid state, do hereby certify that Xxxxxxx Xxxxxxxxxx , the Trust Officer of Chicago Title Land Trust Company, who is personally known to me to the same individual whose name is subscribed to the foregoing instrument as such Trust Officer , appeared before me this day in person and acknowledged that he/she signed and delivered said instrument as his/her own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 10th day of January , 2006. My Commission Expires: 10/29/08 “OFFICIAL SEAL” XXXXXXXX X. XXXXXXX Notary Public State of Illinois My Commission Expires 10/29/2008 STATE OF Illinois ) ) SS. COUNTY OF Xxxx ) I, Xxxxx X. Xxxxxx , a Notary Public in and for said County in the aforesaid state, do hereby certify that Xxxxxxx X. Xxxxxxxxx, the President and CEO of Prime Group Realty Trust, the general partner of Prime Group Realty, L.P., a Delaware limited partnership, who is personally known to me to the same individual whose name is subscribed to the foregoing instrument as such President and CEO, appeared before me this day in person and acknowledged that he/she signed and delivered said instrument as his/her own free and voluntary act, for the uses and purpos...
ORIGINAL BORROWER. S/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx Chief Legal Officer BORROWER: /S/ XXXXX X. XXXXXX Xxxxx X. Xxxxxx Chief Legal Officer Acknowledged and agreed to with respect to its obligations set forth in Articles 4, 5 and 6 hereof and Section 2.13(g): /S/ XXXXX X. XXXXXXXX Xxxxx X. Xxxxxxxx Chief Financial Officer Initial Deferred Maintenance Amount $ 62,350 Initial Basic Carrying Cost Amount $ 481,086.91 Initial Ground Rents Amount $ 42,925 Initial Upfront Remediation Amount $ 1,237.50 Crowne Plaza Xxxxxxx Hills, Los Angeles, CA None Radisson Ft. Worth, Ft. Worth, TX Follow-up study; repair and resurface deck around pool; repair rusted steel in fire pump room; repair all active leaks to hot and cold water distribution piping. SpringHill Suites Gaithersburg, Gaithersburg, MD None Courtyard Ft. Lauderdale, Ft. Lauderdale, FL ADA related issues. SpringHill Suites Centreville, Centerville, VA Seal coat asphalt pavement. Individual Property Allocated Loan Amount Crowne Plaza Xxxxxxx Hills, Los Angeles, CA $ 32,025,000 Radisson Ft. Worth, Ft. Worth, TX $ 24,050,000 SpringHill Suites Gaithersburg, Gaithersburg, MD $ 15,680,000 Courtyard Ft. Lauderdale, Ft. Lauderdale, FL $ 15,000,000 SpringHill Suites Centreville, Centerville, VA $ 9,150,000 Individual Property Franchisor Manager Crowne Plaza Xxxxxxx Hills, Los Angeles, CA Holiday Hospitality Franchising, Inc. Remington Lodging & Hospitality LP Radisson Ft. Worth, Ft. Worth, TX Radisson Hotels International, Inc. Remington Lodging & Hospitality LP SpringHill Suites Gaithersburg, Gaithersburg, MD N/A Springhill SMC Corporation Courtyard Ft. Lauderdale, Ft. Lauderdale, FL N/A Courtyard Management Corporation SpringHill Suites Centreville, Centerville, VA N/A Springhill SMC Corporation
ORIGINAL BORROWER. New Borrower and Lender hereby acknowledge that the Cap Agreement (as defined in the Assignment of Rate Cap Agreement) has been novated pursuant to a Novation Confirmation dated on or about the Effective Date executed by SMBC Capital Markets, Inc., New Borrower and Original Borrower.
ORIGINAL BORROWER. Original Borrower represents and warrants to Lender, as of the date of this Assumption Agreement, that:
(i) Contemporaneously with the execution and delivery of this Assumption Agreement, (A) it has irrevocably and unconditionally transferred to New Borrower all of its right, title, and interest in and to the Mortgaged Property, (B) it has assigned to New Borrower all Leases (and all related security deposits and prorated rents) related to the Mortgaged Property, (C) it has not received a mortgage or other security interest from New Borrower encumbering the Mortgaged Property to secure the payment of any sums due to Original Borrower or any obligations to be performed by New Borrower, and (D) it has obtained any consent to the Transfer that is required under the terms of any agreement to which Original Borrower is a party.
(ii) No Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) has occurred or is continuing under the Loan Documents.
(iii) There are no claims, setoffs, affirmative defenses, counterclaims, or causes of action of any kind to its performance under, or to Lender’s enforcement of, this Assumption Agreement, the Note, the Loan Agreement (if applicable), the Security Instrument, or any of the other Loan Documents, and it irrevocably and expressly waives and releases the right to assert any claims, setoffs, affirmative defenses, counterclaims, and causes of action of any kind or nature which it might assert against Lender in connection with any matter related to or arising out of the Loan or any of the Loan Documents.
(iv) There are no judicial, administrative, mediation, or arbitration actions, suits, or proceedings pending or, to the best of Original Borrower’s knowledge, threatened in writing against or affecting Original Borrower (and, if Original Borrower is a limited partnership, any of its general partners, or if Original Borrower is a limited liability company, any member of Original Borrower) or the Mortgaged Property, which, if adversely determined, would have a material adverse effect on the Mortgaged Property or on the enforceability or validity of the Note, the Loan Agreement (if applicable), the Guaranty, the Security Instrument, or any of the other Loan Documents.
(v) All provisions of the Note, the Loan Agreement (if applicable), the Security Instrument, the Guaranty, and the other Loan Documents are in full force and effect, except as modified by this As...
ORIGINAL BORROWER. 19.17.1 Each Obligor (other than the Original Borrower) and the Ultimate Shareholder by its execution of this Agreement or a Deed of Borrower Accession or a Deed of Guarantor Accession irrevocably appoints the Original Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises
(i) the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement and to give all notices and instructions (including, in the case of a Borrower, Utilisation Notices) to execute on its behalf any Deed of Borrower Accession or Deed of Guarantor Accession and to make such agreements capable of being given or made by any Obligor notwithstanding that they may affect such Obligor or the Ultimate Shareholder (as the case may be), without further reference to or consent of such Obligor or the Ultimate Shareholder (as the case may be) and (ii) each Finance Party to give any notice, demand or other communication to such Obligor or the Ultimate Shareholder (as the case may be) pursuant to the Finance Documents to the Original Borrower on its behalf, and in each case such Obligor or the Ultimate Shareholder (as the case may be) shall be bound thereby as though such Obligor itself had given such notices and instructions (including, without limitation, any Utilisation Notices) or executed or made such agreements or receive any such notice, demand or other communication.
19.17.2 Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Original Borrower or given to the Original Borrower under this Agreement, or in connection with this Agreement (whether or not known to any other Obligor or the Ultimate Shareholder (as the case may be) and whether occurring before or after such other Obligor or the Ultimate Shareholder (as the case may be) became a party to this Agreement) shall be binding for all purposes on the Ultimate Shareholder and all other Obligors as if the Ultimate Shareholder and the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the Original Borrower and any other Obligor or the Ultimate Shareholder (as the case may be), those of the Original Borrower shall prevail.
ORIGINAL BORROWER. 00 XXXXXX XXXXXX, L.L.C., a New Jersey limited liability company By: Xxxxx Mountain Industries, Inc., its managing member By: /S/ XXXXXXXXXXX X. XXXXXX Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive vice President STATE OF New Jersey) ) ss.: COUNTY OF Xxxxxx) On the 31st day of March, 2011 before me, the undersigned, a notary in and for said state, personally appeared Xxxxxxxxxxx X. Xxxxxx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /S/ XXXX X. XXXXX Notary Public Xxxx X. Xxxxx Notary Public of New Jersey My Commission Expires Feb. 24, 2015 By: /S/ XXXXXXXXX X. XXXXXX Name: Xxxxxxxxx X. Xxxxxx Title: Director STATE OF New York) ) ss.: COUNTY OF New York) On the 29th day of March, 2011 before me, the undersigned, a notary in and for said state, personally appeared Xxxxxxxxx X. Xxxxxx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /S/ XXXXXX X. XXXXX Notary Public Xxxxxx X. Xxxxx Notary Public, State of New York No. 31-01 MO5062091 Qualified in New York County Commission Expires June 24, 2014
ORIGINAL BORROWER. PMZ-TWO RIVERS, L.L.C., a Delaware limited liability company By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title: Vice President The parties have executed and delivered this Agreement as of the day and year first above written.
ORIGINAL BORROWER. JPG-HARTFORD, L.L.C., a Delaware limited liability company By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx, President The parties have executed and delivered this Agreement as of the day and year first above written.
ORIGINAL BORROWER. New Borrower and Lender have agreed that, simultaneously with the execution hereof, all reasonable, out-of-pocket costs and charges arising in connection with the execution of this Agreement, including without limitation, all reasonable attorneys' fees, title company fees, title insurance premiums, recording costs and other closing costs incurred by Lender in connection with this Agreement, will be paid by Original Borrower and/or New Borrower as of the Effective Date, and that Lender shall have no obligation whatsoever for payment thereof. New Borrower acknowledges and agrees that none of the fees, costs, and charges paid in connection with the execution of this Agreement shall be applied to or set off against the principal balance of the Note.
ORIGINAL BORROWER. Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Missouri. ECM Mezzanine Holdings, LLC ("ECM MEZZANINE") is the sole member of Original Borrower. ECM Mezzanine, acting alone without the joinder of any other manager or member of Original Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by Original Borrower has been duly and properly authorized pursuant to all requisite company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Original Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.
