Common use of Lender Approval Clause in Contracts

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

Lender Approval. It (a) With respect to each of the Transactions other than the Transactions involving the Stone Hedge Property and the Parkway Plaza Property, Cedar shall use commercially reasonable efforts to obtain from the Current Lenders their respective written approval or agreement, in a form reasonably acceptable to Homburg of (i) the Conversions, if applicable, and the transfer of the applicable Interests as contemplated under this Agreement, (ii) the applicable Amended and Restated Partnership Agreements, (iii) the applicable Management Agreement and (iv) the Syndication (including the applicable Current Lender’s agreement that the Syndication shall not constitute a default under the applicable Current Loan Documents) (collectively, with any other related approvals required pursuant to the applicable Loan Documents the “Loan Approvals”). Notwithstanding the foregoing, the refusal of a Current Lender to pre-approve or otherwise permit without the consent of Lender a transfer of partnership interest from Cedar to Homburg or HPBV (or any affiliate of either of the foregoing) shall not be grounds for Homburg to withhold its consent to a condition precedent Loan Approval. Cedar shall request that the documents evidencing a Loan Approval contain a statement from the Current Lender identifying, in writing, the outstanding principal balance and interest rate of the applicable Current Loan and whether, to PurchaserCurrent Lender’s obligation to proceed to Closing hereunder that Purchaser shall have obtained knowledge, any default exists under the approval of its lenders applicable Current Loan Documents (the “LendersLoan Estoppel Statement”, ). Cedar and such approval shall be called “Lender Approval”) Homburg agree to use commercially reasonable efforts to cooperate with each other in connection with the transactions contemplated by this Agreement, foregoing (including, without limitation, promptly furnishing to the Master Lease Amendments Current Lenders all information and documents (as hereinafter definedfinancial and otherwise) and which may be required under the Termination Agreements (as hereinafter defined) (collectively, Current Loan Documents or otherwise reasonably requested by the “Transactions”Current Lenders). IfFor avoidance of doubt, failure by Cedar to obtain (x) any Loan Approval in the manner provided herein shall not constitute a default by Cedar under this Agreement, but shall constitute the mere failure of a condition precedent as of November 30, 2003 more particularly set forth in Section 16 below and/or (y) any Loan Estoppel Statement in the “Approval Date”), Purchaser has not received Lender Approval, Purchaser may terminate manner provided herein shall constitute neither a default by Cedar under this Agreement by delivery nor the failure of written notice to Seller not later than 5:00 p.m. (Chicago time) on the Approval Date, which notice shall state the grounds of such termination. Upon timely delivery of such notice of termination by Purchaser, this Agreement shall immediately terminate, the Xxxxxxx Money shall be retained by Seller, Purchaser shall, simultaneously with delivery of such notice of termination, pay to Seller an additional Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Break-Up Fee”), and neither Purchaser nor Seller shall have any further obligations or liabilities hereunder except for those obligations and liabilities that expressly survive termination. In the event that Purchaser does not deliver to Seller a timely notice of termination pursuant condition precedent to the terms obligation of this Section 5(b), Purchaser shall be deemed any party to have obtained Lender Approval and to have forever waived the condition precedent described in this Section 5(b), and Purchaser shall be obligated to proceed to Closing close hereunder. Purchaser covenants and agrees to notify Seller in writing immediately following its receipt of Lender Approval (the “Lender Approval Notice”).

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

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

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