Common use of Additional Representations and Covenants Clause in Contracts

Additional Representations and Covenants. (a) Without the prior written consent of the Bank, which consent will not be unreasonably withheld, conditioned or delayed, OHCS in each instance, shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Property Financing Agreements to which it is a party, or (ii) in the case of the LIFT Loan, pledge, assign, transfer, convey, or sell any interest in the LIFT Loan; or (iii) accept any payment on account of the LIFT Loan other than the payment of interest or principal then due and payable; or (iv) take any action which has the effect of increasing the outstanding amount of the LIFT Loan, or (v) appear in, defend or bring any action to protect OHCS’s interest in the Property, or (vi) take any action concerning environmental matters affecting the Property. The Bank is permitted to amend, modify, waive, extend, renew or replace any provision of the Bank Loan Documents without the prior approval of any party (other than Borrowers). The Bank shall provide written notice to OHCS of any material amendment to any of the Property Financing Documents to which it is a party. (b) OHCS shall deliver to the Bank a copy of each notice received or delivered by OHCS pursuant to the LIFT Loan Documents, or in connection with the LIFT Loan, simultaneously with its delivery or receipt of such notice. The Bank shall deliver to OHCS in the manner required in Section 14 a copy of each notice of an Event of Default delivered to the Borrowers by the Bank. Neither giving nor failing to give a notice to the Bank or OHCS pursuant to this Section 13(b) shall affect the validity of any notice given by the Bank or OHCS to the Borrowers as provided in this Agreement. (c) Without the prior written consent of the Bank, OHCS in each instance, will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, OHCS shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Bank has also voted affirmatively in favor of such plan. (d) Whenever the Property Financing Documents give OHCS approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Bank pursuant to the Bank Loan Documents or otherwise, the Bank’s approval or consent or failure to approve or consent, as the case may be, shall be binding on OHCS. None of the other provisions of this Section are intended to be in any way in limitation of the provisions of this Section 11(d). (e) In the event of a Condemnation or a Casualty, the provisions of the Bank Loan Documents shall apply (including, but not limited to, restoration obligations and the application of the proceeds of insurance or condemnation awards). The rights of OHCS (under the LIFT Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate to Bank’s rights under the Bank Loan Documents with respect thereto. For so long as the Bank Loan Documents encumber the Property, Bank shall have all approval, consent, and oversight rights in connection with any insurance claims relating to the Property and any decisions regarding the use of insurance or condemnation proceeds after a casualty loss or condemnation notwithstanding any rights of any other Party Bank shall keep OHCS reasonably informed of the status of any negotiations concerning settlement or adjustment of a claim resulting from a Condemnation or Casualty. This Section 11(e) shall apply until such time as the Bank Loan will have been paid in full and all obligations to the Bank under the Bank Loan Documents shall have been fully performed. (f) The Bank and OHCS each acknowledge and agree that it is assuming all risk of loss related to and associated with the Bank Loan and the LIFT Loan, as applicable. Each of the Bank and OHCS has undertaken its own review and evaluation of the Property and is not relying upon the opinion or actions of the other with respect to the credit worthiness, validity, legality, value, sufficiency, perfection, priority, enforceability or collectability of the Property, the Bank Loan Documents, or the LIFT Loan Documents.

Additional Representations and Covenants. (a) Without the prior written consent of the BankLender in each instance, which consent will not be unreasonably withheld, conditioned or delayed, OHCS in each instance, shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Property Financing Agreements to which it is a partyor the LIFT Documents, or (ii) in the case of the LIFT Loan, pledge, assign, transfer, convey, or sell any interest in the LIFT LoanLoan or any of the related documents; or (iii) accept any payment on account of the LIFT Loan other than the a regularly scheduled payment of interest or principal then and interest made not earlier than ten (10) days prior to the due and payabledate thereof; or (iv) take any action which has the effect of increasing the outstanding amount of the LIFT Lender Loan or the Loan, or (v) appear in, defend or bring any action to protect OHCS’s interest in the Mortgaged Property, or or (vi) take any action concerning environmental matters affecting the Mortgaged Property. The Bank is permitted to amend, modify, waive, extend, renew or replace any provision of the Bank Loan Documents without the prior approval of any party (other than Borrowers). The Bank shall provide written notice to OHCS of any material amendment to any of the Property Financing Documents to which it is a party. (b) OHCS shall deliver to the Bank Lender a copy of each notice received or delivered by OHCS pursuant to the LIFT Loan Documents, or in connection with the LIFT Loan, simultaneously with its delivery or receipt of such notice. The Bank Lender shall deliver to OHCS in the manner required in Section 14 11 a copy of each notice of an Event of Default delivered to the Borrowers Borrower by the BankLender. Neither giving nor failing to give a notice to the Bank Lender or OHCS pursuant to this Section 13(b10(b) shall affect the validity of any notice given by the Bank Lender or OHCS to the Borrowers Borrower, as between the Borrower and such of the Lender or OHCS as provided in this Agreementthe notice to the Borrower. (c) Without the prior written consent of the Bank, OHCS Lender in each instance, which consent will not be unreasonably withheld, conditioned or delayed, OHCS will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, OHCS shall not vote affirmatively in favor of any plan of reorganization or liquidation unless the Bank Lender has also voted affirmatively in favor of such plan. (d) Whenever the Property Financing LIFT Documents give OHCS approval or consent rights with respect to any matter, and a right of approval or consent with regard to the same or substantially the same matter is also granted to the Bank Lender pursuant to the Bank Lender Loan Documents or otherwise, the BankLender’s approval or consent or failure to approve or consent, as the case may be, shall be binding on OHCS. None of the other provisions of this Section are intended to be in any way in limitation of the provisions of this Section 11(d10(d). (e) In the event of a Condemnation or a Casualty, the provisions of the Bank Lender Loan Documents shall apply (including, but not limited to, restoration obligations and the application of the proceeds of insurance or condemnation awards). The rights of OHCS (under the LIFT Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate to BankLender’s rights under the Bank Lender Loan Documents with respect thereto. For so long as the Bank Loan Documents encumber the PropertyLender will, Bank shall have all approvalhowever, consent, and oversight rights in connection with any insurance claims relating to the Property and any decisions regarding the use of insurance or condemnation proceeds after a casualty loss or condemnation notwithstanding any rights obtain OHCS’ prior approval of any other Party Bank settlement or adjustment of such claims, which approval will not be unreasonably withheld, conditioned, or delayed. Lender shall keep OHCS reasonably informed of the status of any negotiations concerning settlement or adjustment of a claim resulting from a Condemnation or Casualty. This Section 11(e10(e) shall apply until such time as the Bank Lender Loan will have been paid in full and all obligations to the Bank Lender under the Bank Lender Loan Documents shall have been fully performed. (f) The Bank and OHCS each acknowledge and agree that it is assuming all risk of loss related to and associated with the Bank Loan and the LIFT Loan, as applicable. Each of the Bank and OHCS has undertaken its own review and evaluation of the Property and is not relying upon the opinion or actions of the other with respect to the credit worthiness, validity, legality, value, sufficiency, perfection, priority, enforceability or collectability of the Property, the Bank Loan Documents, or the LIFT Loan Documents.