201400400 - Laserfiche WebLink

Browse

- 32 - 201400400 connection with minor releases and easements as described in paragraph 9(h), as may be required pursuant to paragraphs 11 or 12 hereof, or after July 10, 2035 in accordance with the terms of the Note, but may be defeased in accordance with the terms of the Note. In the event of any partial prepayment in accordance with this paragraph 19, Lender shall prepare a revised amortization schedule in substantially the same form as the amortization schedule attached as Schedule A to the Note as of the date hereof, and Lender shall replace such amortization schedule with the revised amortization schedule, reflecting the prepayment. Such revised amortization schedule shall be presumed correct absent manifest error. Lender shall promptly provide to Borrower a copy of the Note with such revised amortization schedule attached. (b) Subject to compliance with the applicable terms and conditions of this paragraph 19(b) and if an Event of Default shall not have occurred and be continuing, Borrower, in connection with a Sale or Transfer to be effected after the date hereof, shall have the right (the "Substitute Collateral Right ") to reduce the principal balance, in part but not in whole, of the Note, provided that it simultaneously issues a new note in the form specified in the Declaration (the "New Note "),and which is secured by Cash Collateral (as defined herein). (c) Any Sale, as defined in paragraph 9(b) hereof, to be made by Borrower as to which Borrower elects to exercise the Substitute Collateral Right, shall be subject to satisfaction of the following conditions: i. at least twenty (20) days prior to the proposed date of Sale (or such shorter period as may be agreed by Lender) or, if Rating Agency confirmation of such Sale is required, at least thirty (30) days prior to the proposed date of Sale, Borrower shall deliver written notice (the "Substitute Collateral Notice ") to Lender specifying (A) the date of the intended Sale, (B) Borrower's election to exercise its Substitute Collateral Right, and (C) the date upon which the Debt Assumption Right (as hereinafter defined) will expire, which is at least two (2) Business Days prior to the next scheduled rent payment under the Lease (the "Election Period Deadline "); ii. at least ten (10) Business Days prior to the proposed date of Sale (or such shorter period as may be agreed by Lender), Borrower shall deliver to Lender a certificate in the form specified in the Declaration, or in such other form as is reasonably acceptable to Lender; iii. on the date of Sale, (A) Borrower shall, pursuant to an Escrow Agreement in the form specified in the Declaration, deposit or cause to be deposited into escrow with Chicago Title Insurance Company or another title insurance company or escrow agent acceptable to Lender (the "Escrow Agent "), for the benefit of Lender, cash (except as hereinafter provided with respect to a letter of credit) in an amount equal to the following: (1) the amount by which the principal amount of the Note is to be reduced, which must be less than the unpaid principal amount thereof (the "Principal Collateral "), (2) interest which has