OWING TO ADMINISTRATIVE AGENT UNDER THE LOAN
DOCUMENTS HAVE BEEN PAID CURRENT AS OF THE EFFECTIVE DATE OF THIS AGREEMENT;
1.7
THE PAYMENT TO ADMINISTRATIVE AGENT OF AN EXTENSION FEE, IN AN AMOUNT
TOTALING EIGHTY-FIVE THOUSAND THREE HUNDRED THIRTEEN AND NO/100THS DOLLARS
($85,313.00), IN CONNECTION WITH THE MODIFICATION OF BOTH OF (I) THE LOAN AND
(II) THE PASADENA/PLEASANTON LOAN; AND
1.8
ALL THE CONDITIONS IN SECTION 1 OF THE MODIFICATION AGREEMENT FOR THE
PASADENA/PLEASANTON LOAN HAVE BEEN SATISFIED.
2.
REPRESENTATIONS AND WARRANTIES.
BORROWER HEREBY REPRESENTS AND
WARRANTS THAT NO DEFAULT, BREACH OR FAILURE OF CONDITION HAS OCCURRED, OR WOULD
EXIST WITH NOTICE OR THE LAPSE OF TIME OR BOTH, UNDER ANY OF THE LOAN DOCUMENTS
(AS MODIFIED BY THIS AGREEMENT) AND THAT ALL REPRESENTATIONS AND WARRANTIES
HEREIN AND IN THE OTHER LOAN DOCUMENTS, WHICH REPRESENTATIONS AND WARRANTIES ARE
EXPRESSLY INCORPORATED HEREIN BY THIS REFERENCE AS IF SET FORTH IN THEIR
ENTIRETY IN THIS AGREEMENT, ARE TRUE AND CORRECT AS OF THE DATE HEREOF, WHICH
REPRESENTATIONS AND WARRANTIES SHALL SURVIVE EXECUTION OF THIS AGREEMENT.
3.
MODIFICATION OF LOAN DOCUMENTS GENERALLY.
THE LOAN DOCUMENTS ARE
HEREBY SUPPLEMENTED AND MODIFIED TO INCORPORATE THE FOLLOWING, WHICH SHALL
SUPERSEDE AND PREVAIL OVER ANY CONFLICTING PROVISIONS OF THE LOAN DOCUMENTS:
3.1
THE "MATURITY DATE" OF THE LOAN SHALL BE THE EARLIER OF (A) APRIL 1,
2011, UNLESS SUCH DATE IS EXTENDED PURSUANT TO SECTION 2.11 OF THE LOAN
AGREEMENT (THE LATER OF SUCH DATES, THE "LOAN TERM DATE") AND (B) THE DATE THAT
IS THE MATURITY DATE OF THE PARENT CREDIT AGREEMENT; PROVIDED, HOWEVER, THAT THE
MATURITY DATE SHALL NOT OCCUR EARLIER THAN THE LOAN TERM DATE IF THE PARENT
CREDIT AGREEMENT IS ACCELERATED, MATURES, EXPIRES OR IS TERMINATED PRIOR TO THE
LOAN TERM DATE AND A FORBEARANCE AGREEMENT IS IN PLACE BY AND AMONG OBLIGORS AND
THE PARENT CREDIT PARTIES, WHICH FORBEARANCE AGREEMENT IS IN A FORM ACCEPTABLE
TO ADMINISTRATIVE AGENT IN ADMINISTRATIVE AGENT'S SOLE AND ABSOLUTE DISCRETION.
ALL SUMS ACTUALLY OWING ON THE LOAN, INCLUDING BUT NOT LIMITED TO ALL
OUTSTANDING PRINCIPAL, ACCRUED AND UNPAID INTEREST, OUTSTANDING
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Loan No. 105706
LATE CHARGES, UNPAID FEES, AND ALL OTHER AMOUNTS AND OBLIGATIONS OUTSTANDING
UNDER THE AMENDED AND RESTATED NOTE (AS DEFINED BELOW) AND THE OTHER LOAN
DOCUMENTS, SHALL BE DUE AND PAYABLE NO LATER THAN THE MATURITY DATE.
3.2
SUBJECT TO FULFILLMENT OF ALL CONDITIONS PRECEDENT TO DISBURSEMENT OF
THE LOAN, WHETHER SET FORTH IN SECTION 3.1 OF THE LOAN AGREEMENT OR ELSEWHERE IN
THE LOAN DOCUMENTS, LENDER SHALL DISBURSE THE HOLDBACK (DEFINED BELOW) TO
BORROWER ONLY UPON THE FULL AND FINAL PAYMENT, PERFORMANCE AND DISCHARGE OF ALL
OF THE OBLIGATIONS OF PASADENA/PLEASANTON BORROWER IN CONNECTION WITH THE
PASADENA/PLEASANTON LOAN, WHETHER ARISING OUT OF THE PASADENA/PLEASANTON LOAN
AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH SUCH
LOAN.
THE "HOLDBACK" SHALL BE A PORTION OF THE LENDERS' COMMITMENT EQUAL TO ONE
MILLION AND NO/100 DOLLARS ($1,000,000.00).
3.3
SIMULTANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT, BORROWER HAS
EXECUTED AND DELIVERED