10.21
ASSIGNMENT.
THE LOAN, THE NOTE, THE LOAN DOCUMENTS AND/OR
LENDER'S RIGHTS, TITLE, OBLIGATIONS AND INTERESTS THEREIN MAY BE ASSIGNED BY
LENDER AND ANY OF ITS SUCCESSORS AND ASSIGNS TO ANY PERSON AT ANY TIME IN ITS
DISCRETION, IN WHOLE OR IN PART, WHETHER BY OPERATION OF LAW (PURSUANT TO A
MERGER OR OTHER SUCCESSOR IN INTEREST) OR OTHERWISE.
UPON SUCH ASSIGNMENT, ALL
REFERENCES TO LENDER IN THIS AGREEMENT AND IN ANY LOAN DOCUMENT SHALL BE DEEMED
TO REFER TO SUCH ASSIGNEE OR SUCCESSOR IN INTEREST AND SUCH ASSIGNEE OR
SUCCESSOR IN INTEREST SHALL THEREAFTER STAND IN THE PLACE OF LENDER.
BORROWER
MAY NOT ASSIGN ITS RIGHTS, TITLE, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT
OR UNDER ANY OF THE LOAN DOCUMENTS.
10.22
BORROWER'S DESIGNEE.
BORROWER HEREBY AUTHORIZES,
DESIGNATES AND DIRECTS BORROWER'S DESIGNEE TO GIVE LENDER DIRECTIONS OF ANY
KIND, TO TAKE THE ACTIONS OR MAKE SUCH DELIVERIES SPECIFIED HEREIN TO BE TAKEN
OR DELIVERED BY BORROWER'S DESIGNEE (INCLUDING UNDER SECTIONS 5.11, 6.3 AND 9.1,
AND INCLUDING WITH RESPECT TO ANY REQUISITIONS FROM ANY RESERVE ACCOUNTS UNDER
ARTICLE 3) AND TO GIVE AND RECEIVE NOTICES OF ANY KIND ON BEHALF OF BORROWER
UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
ANY NOTICE GIVEN BY
LENDER TO BORROWER'S DESIGNEE SHALL BE DEEMED TO HAVE BEEN GIVEN TO EACH AND
EVERY BORROWER.
10.23
INTENTIONALLY OMITTED.
10.24
SET-OFF.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF LENDER
PROVIDED BY THIS AGREEMENT AND BY LAW, LENDER SHALL HAVE THE RIGHT, WITHOUT
PRIOR NOTICE TO BORROWER, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY BORROWER TO
THE EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE
BY BORROWER HEREUNDER (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST SUCH AMOUNT ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY
CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN
EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR
UNMATURED, AT ANY TIME HELD OR OWING BY LENDER OR ANY AFFILIATE THEREOF TO OR
FOR THE CREDIT OR THE ACCOUNT OF BORROWER.
LENDER AGREES PROMPTLY TO NOTIFY
BORROWER AFTER ANY SUCH SET-OFF AND APPLICATION MADE BY LENDER; PROVIDED THAT
THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF
AND APPLICATION.
10.25
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN
ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
86
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized representatives, all as of the day and year
first above written.
BORROWER:
BEHRINGER HARVARD 101 SOUTH TRYON
LP, a Delaware limited partnership
By:
Name:
Title:
LENDER:
CITIGROUP GLOBAL MARKETS REALTY
CORP., a New York corporation
By:
Name:
Title:
Schedule 1
Outstanding Tenant Improvements and Leasing Costs
Suite No.
Name of Tenant
Description of Leasing