Repair and Restoration If the Mortgaged Property can be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantor.
Ownership Removal Surrender and Restoration 8.4.1 Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations; provided, however, that the modular clean room and the permanent electrical generator installed adjacent to the Premises (as shown on Exhibit A) shall remain the property of the Lessee and which the Lessee agrees to remove from the premises upon Lease termination. Unless otherwise instructed per Section 8.4.2 hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.
Environmental Site Assessment Lender shall have the right, at any time and from time to time, to undertake an environmental site assessment on the Property, including any testing that Lender may determine, in its sole discretion, is necessary or desirable to ascertain the environmental condition of the Property and the compliance of the Property with Requirements of Environmental Laws. Borrower shall cooperate fully with Lender and its consultants performing such assessments and tests. If Lender undertakes such assessments because Lender reasonably believes contamination has occurred, or if the assessment reveals contamination not previously known to Lender, the expense of such assessment shall be paid by the Borrower. Otherwise, any such assessment shall be at Lender's expense.
Phase I A copy of the existing “Phase I” environmental assessment of the Project, if any, in Seller’s possession; and
Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
Environmental Site Assessments Upon request by Landlord during the Term of this Lease, prior to the exercise of any renewal Term and/or prior to vacating the Premises, Tenant will obtain and submit to Landlord an environmental site assessment from an environmental consulting company reasonably acceptable to Landlord.
The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.
Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.
Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.
