Condominium (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated by the Condominium Board or other executive body of the Condominium from time to time; and (iv) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units in the Condominium, or governing the Unit, as the same may be amended (collectively, the “Condominium Documents”).
(b) Borrower shall pay in respect of the Unit on or before the expiration of any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for the payment of which Borrower is or may hereafter be responsible under the terms of the Condominium Documents (collectively, “Condominium Charges”).
(c) Lender shall have the right, at reasonable times and upon reasonable notice, to inspect the records of the Condominium as provided in the Condominium Documents until such time as the Indebtedness is paid in full.
(d) Borrower will take all commercially reasonable action to obtain as promptly as possible, and forthwith upon receipt furnish to the Lender, upon Lender’s request, a true and correct copy of: (i) each notice of any meeting of the association of owners of the Condominium; (ii) the minutes of any such meeting; (iii) any statement of financial condition of said association, audited or otherwise, furnished to or available to an owner; (iv) any statement showing the allocation of expenses and any other assessments against the owners; (v) any statements issued to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (vi) any notice of default given to Borrower in respect of the observance of the Condominium Documents, or any of them.
(e) In the event that Lender (or its nominee) shall acquire title to the Unit through the exercise of its rights and remedies under the Security Instrument or by way of a deed in lieu thereof, then Borrower hereby acknowledges and agrees that, subject to the provisions of the Condominium Documents, Lender (or its nominee) shall be solely entitled to remove any Condominium Board members appointed by Borrower representing the Unit and/or to designate replacement or substitute Condominium Board members representing the Unit.
(f) Borrower has delivered to Lender the executed Proxy on the date hereof. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right to exercise the power of attorney granted pursuant to the Proxy and exercise all rights, powers and remedies of Borrower as owner of the Unit pursuant to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan in full.
(g) Without the prior written consent of Lender (not to be unreasonably withheld), Borrower shall not vote as to any of the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would or might be authorized to vote, any such vote without such consent being void and of no effect: (i) any subdivision of the Unit not otherwise permitted by the Declaration which would result in a partition of all or a part of the Property subject to the Declaration or have a material adverse effect on (A) the value of the Property, (B) the business operations or financial condition of Borrower, or (C) the ability of Borrower to repay the principal and interest on the Loan as it becomes due; (ii) the nature and amount of any insurance covering all or a part of the Condominium and the disposition of any proceeds thereof relating to the Property; the manner in which any condemnation or threat of condemnation of all or a part of the Condominium (but only to the extent directly relating to the Property) shall be defended or settled and the disposition of any award or settlement in connection therewith; (iii) any amendment to the Condominium Documents which by its terms requires the consent of Lender and any removal of the Condominium from the provisions of the Condominium Act; (iv) subject to the obligations of the Borrower under the Condominium Documents, the creation of, or any change in, any private restrictive covenant, zoning ordinance, or other public or private restrictions, now or hereafter limiting or defining the uses which may be made of the Condominium or any part thereof; or (v) any relocation of the boundaries of the Units that would adversely affect the Unit. Borrower shall not, and shall not cause the Condominium to take any action inconsistent with the terms and conditions of this Agreement, the Security Instrument or any other Loan Document which would have a material adverse effect on (A) the value of the Property, (B) the business operations or financial condition of Borrower, or (C) the ability of Borrower to repay the principal and interest on the Loan as it becomes due.
Condominium Documents (a) Borrower shall observe and perform each and every material term to be observed or performed by Borrower as the owner of Condominium Property under the Condominium Documents.
(b) Subject to Borrower’s right to contest the same in accordance with the express terms and conditions hereof and of the other Loan Documents and of the Condominium Documents, if any, Borrower shall promptly pay all Assessments imposed pursuant to the Condominium Documents when the same become due and payable with respect to the Condominium Property. Borrower shall deliver to Lender, promptly upon request, evidence satisfactory to Lender that the Assessments have been so paid and are not delinquent with respect to the Condominium Property.
(c) Lender shall have the rights and privileges which Borrower has as though Lender were in fact the owner of the Condominium Property, which rights and privileges shall include, without limitation, all voting rights accruing to Borrower under the terms of the Condominium Documents. Upon the occurrence and during the continuance of an Event of Default, Lender may vote in place of Borrower and may exercise any and all of said rights. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest to vote as Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder. Notwithstanding anything contained herein to the contrary, nothing contained herein or otherwise shall render Lender liable for any Assessments.
(d) The Trustee shall at all times be a financial institution or trust company having a long-term credit rating of not less than “A” or its equivalent by S&P and ▇▇▇▇▇’▇.
(e) Borrower shall promptly deliver to Lender a true, complete and correct copy of all notices of default received by Borrower with respect to any obligation or duty of Borrower under the Condominium Documents.
Project 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of Article IV of the General Conditions.
Premises Building Project and Common Areas 1.1 Premises, Building, Project and Common Areas.
Landlord Repairs (a) Throughout the Term, Landlord shall diligently perform all repairs, maintenance and replacements required to keep the roof, foundation, floor slab, structural elements and exterior walls of the Premises in compliance with the Incentive Agreements and in a good, clean and safe condition, in proper working order at all times; except
(i) Tenant shall be responsible for normal preventive maintenance of the roof of the Building to the extent expressly provided in Section 9.02, and (ii) Tenant shall be responsible for repairing the roof membrane and roof insulation as expressly provided in Section 9.02 (excluding the roof deck and trusses) from and after the end of the first (1st) Extension Period if Tenant exercises the second (2nd) Extension Option and the Term is extended as a result thereof. In addition, Landlord shall cause the Premises to comply with Applicable Laws as of the Delivery Date, including, but not limited to, the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., or any successor thereto. All repairs, maintenance and replacements to be made by Landlord under this Lease shall be completed in a good and workmanlike manner, in compliance with all Applicable Laws, and consistent with (or better than) the initial quality of Landlord’s Work. Landlord shall use its best efforts to perform all maintenance, repairs and replacements that are Landlord’s responsibility under this Section 9.01 in a manner that does not materially interfere with Tenant’s use and enjoyment of the Premises.
(b) Landlord shall use reasonable efforts to enforce all manufacturer, supplier, contractor, subcontractor and other warranties and guaranties related to Landlord’s Work; provided if Landlord fails to enforce any such warranties or guaranties, Tenant may (but shall not be obligated to) enforce the same and Landlord shall cooperate, assist and join in such efforts.
(c) If any repairs, maintenance or replacements are required to the roof, foundation, structural elements, floor slab or exterior walls of the Building as a result of damage to the Premises caused by Tenant or its Affiliates, agents, employees, contractors or representatives, excluding ordinary wear and tear and damage that is subject to the waiver set forth in Section 11.04, then Tenant shall reimburse Landlord for the third party actual, verifiable and reasonable cost of such repairs, maintenance or replacements, within sixty (60) days of Tenant’s receipt of a written demand for the same from Landlord, accompanied by reliable evidence of the costs for which reimbursement is sought.