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.
Appears in 2 contracts
Sources: Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Condominium. Borrower covenants and agrees as follows:
(i) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments;
(ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.
(iii) Borrower shall promptly fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Texas Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 Documents 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 Texas 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.
Appears in 2 contracts
Sources: Loan Agreement (Stratus Properties Inc), Loan Agreement (Stratus Properties Inc)
Condominium. (a) Borrower Borrowers and Operating Lessee 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) pay, or cause to be paid, on or before the Declarationdue date for same all Common Charges payable on account of the Residential Units and the Hotel and other sums payable by either Borrower and Operating Lessee to the Condominium Association; (ii) the by-laws promptly perform and observe all of the Condominiummaterial covenants required to be performed and observed by each of them under each Condominium Document and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) the rules and regulations promulgated promptly notify Administrative Agent of any material default by the Condominium Board or other executive body Condominium Association under any Condominium Document of which either becomes actually aware; (iv) promptly deliver to Administrative Agent a copy of any notice of default or notice of special assessment or similar payment obligation (such as an “Incidental Service Charge” as defined in the Condominium from time to timeDocuments) received by either Borrower or Operating Lessee under any Condominium Document; and (ivv) promptly enforce the performance and observance of all other documents (A) creating of the Unit, (B) related, in any material respect, covenants required to be performed and observed by the Condominium Board or Condominium Association under each Condominium Document to the condominium characteristics extent that the failure to do so would have a Material Adverse Effect or cause a breach 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”)any Marriott Agreement.
(b) Borrower Neither Borrowers nor Operating Lessee shall, and shall pay in respect not vote to, without the prior consent of Administrative Agent, (i) reduce or consent to the reduction of the Unit on or before the expiration term of any Condominium Document; (ii) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies, or any obligations or liabilities of any other Person under, any Condominium Document, in each case, to the extent any such matters or actions could reasonably be expected to have a Material Adverse Effect; (iii) otherwise to amend or consent to the amendment of the terms of any Condominium Document to the extent same would impair the rights of Administrative Agent or Lenders or the Lien of the Mortgage; (iv) surrender, terminate or cancel any Condominium Document, or enter into any agreement in substitution of any Condominium Document; (v) approve or request (x) any subdivision of any of the Residential Units or the Hotel or any combination any of the Residential Units or the Hotel with any other unit (other than a combination of a Residential Unit with one or more other Residential Units subject to Section 2.28), or (z) except as contemplated in Section 2.32(d) or 2.32(e), any decrease the aggregate net rentable square footage of the Residential Units or the Hotel; (vi) cause the Condominium Association to fail to maintain or diminish in any material respect the insurance policies required to be maintained pursuant to the applicable grace Condominium Documents; or cure period all common expenses(vii) to the extent either Borrower or Operating Lessee has such rights under the Condominium Documents and under law, charges and assessments, special to vote or general, and other items give consent to the expenditure of insurance proceeds or condemnation awards for the payment repair or restoration of which common elements or the Property in a manner inconsistent with this Loan Agreement for repairs and restorations of the Property. Without limiting the foregoing, if either Borrower or Operating Lessee fails to pay any Common Charge when due under any Condominium Document, Administrative Agent shall have the right, but not the obligation, to pay (or cause to be paid) the same on behalf of Borrowers and Operating Lessee (based solely on a notice or other certification from the Condominium Board or managing agent) and such amounts shall be payable to Administrative Agent upon demand and shall accrue interest at the Default Rate until paid. Nothing herein shall prohibit Hotel Owner from amending the Condominium Documents solely in order to convert the Hotel Unit into multiple, smaller condominium units under the Condominium Documents provided that (a) no Default shall have occurred and be continuing, (b) Hotel Owner shall have notified Administrative Agent prior to such amendment being filed and shall deliver a final, signed copy of such amendment to Administrative Agent promptly after it is signed by the Condominium Board and, if applicable, Hotel Owner, (c) Manager shall have consented to such amendment to the extent required pursuant to any Marriott Agreement (and if subject to any conditions, such conditions shall be reasonably acceptable to Administrative Agent), (d) such amendment shall not increase any monetary or may hereafter other obligations of Hotel Owner or Operating Lessee under any Marriott Agreement or the Condominium Documents, or adversely affect the rights of Administrative Agent under the Manager Subordination Agreement or the Condominium Documents, (e) such condominium units shall collectively continue to constitute the Hotel Unit for all purposes under the Loan Documents and the Marriott Agreements, (f) Hotel Owner shall remain the owner of such condominium units and the total percentage interest of such condominium units in the common elements shall remain the same as the percentage interest of the current Hotel Unit in the common elements and (g) Hotel Owner shall have delivered to Administrative Agent an endorsement to the Title Policy that insures that the lien of the Mortgage continues to encumber such condominium units as a first-priority lien subject only to those matters listed as exceptions in the Title Policy.
(c) In the event that the Condominium Association receives any insurance proceeds or condemnation awards, to the extent that either Borrower or Operating Lessee in their respective capacities as owners and lessee of the Hotel and Residential Units may, by vote or otherwise, select the holder of same, Borrowers and Operating Lessee shall select Administrative Agent provided that such selection would not be responsible under prohibited by the terms of the Condominium Documents (collectively, “Condominium Charges”)Documents.
(cd) Lender Administrative Agent 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 Lenderfullest extent of Borrowers’ and Operating Lessee’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 rights under the Condominium Documents, to examine the books of account of the condominium and to attend meetings of owners of units or the Condominium Board, but the foregoing shall not require Administrative Agent to examine said books of account or attend any of themsuch meetings.
(e) In At any time, during the event that Lender (or its nominee) shall acquire title existence of a Default, Administrative Agent may give notice to the Unit through Condominium Board or any other Person stating that circumstances exist which entitle Administrative Agent to exercise in Borrowers’ and Operating Lessee’s place any particular right, privilege or power, or to receive any credit, refund, profit or other sum of money which either Borrower or Operating Lessee has the right to exercise of its rights and remedies or receive 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) ; it being understood and agreed to that such notice from Administrative Agent shall be solely entitled to remove any conclusive evidence that a Default shall have occurred and be continuing and the Condominium Board members appointed by Borrower representing the Unit and/or to designate replacement may rely on such notice from Administrative Agent without any further inquiry or substitute Condominium Board members representing the Unitinvestigation.
(f) Borrower has delivered Prior to Lender appointing any member to the executed Proxy on the date hereofCondominium Board, Borrowers and Operating Lessee shall deliver to Administrative Agent a conditional resignation signed by such member in form and content acceptable to Administrative Agent. Upon the occurrence and during the continuance of an Event of a Default, Lender shall have the right Administrative Agent may, by notice to exercise the power Borrowers, tender any conditional resignation of attorney granted pursuant to the Proxy and exercise all rights, powers and remedies of Borrower as owner any member of the Unit pursuant Condominium Board now or hereafter delivered to Administrative Agent in connection with the Loan to the Condominium Documents. The rights granted Board, whereupon the resignation of any such member shall become effective and successor members to Lender under the Proxy Condominium Board shall automatically terminate upon the payment of the Loan in fullbe designated by Administrative Agent.
(g) Without Borrowers and Operating Lessee shall, on a timely basis comply with all Condominium Requirements and other Legal Requirements, including securities laws, which may apply to the prior written consent sale of Lender Residential Units (not if same are to be unreasonably withheld)sold as provided in Article 7) and furnish such evidence of compliance therewith as Administrative Agent may reasonably request.
(h) Borrowers shall deliver or cause the condominium to deliver to Administrative Agent all financial statements, Borrower shall not vote as to any of the following matters upon which Borrower, as an “owner” under the provisions material reports and material notices delivered by or on behalf of the Condominium Documents, would or might be authorized Association 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 BorrowerBorrowers, 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 if the Condominium and the disposition of any proceeds thereof relating Association is prohibited by law from doing so, shall deliver same to the Property; the manner in which any condemnation Administrative Agent promptly after receipt by either Borrower or threat of condemnation of all or a part of the its 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 dueBoard members.
Appears in 1 contract
Condominium. (a) Borrower shall promptly Pursuant to a Declaration of Condominium (the "Declaration") covering the Building dated December 7, 1987 and faithfully make recorded April 26, 1988 on Reel 1394, Page 453 in the Office of the Register of the City of New York, the demised premises constitutes a portion of the Commercial Condominium Unit of the CitySpire Condominium (the "Condominium"), consisting of portions of the subcellar, cellar, ground floor and floors two (2) through twenty-four (24) of the condominium building known as 156 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (▇▇e "Building") and of an interest in the common elements of the Building appurtenant to the Unit. Tenant acknowledges that its right to use and occupy the demised premises is subject and subordinate in all payments required under, respects to the provisions of the Declaration 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 adopted by the Condominium (the "By-laws") and to such other rules and regulations as the Board of Managers may from time to time promulgate (the Condominium; (iii) "Condominium Rules and Regulations"), including without limitation, 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, attached hereto as the same may be amended (collectively, the “Condominium Documents”).Schedule E. Landlord agrees to
(b) Borrower shall pay in respect Tenant acknowledges that the remaining portion of the Building (other than the balance 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 than the payment of which Borrower Garage Condominium Unit) is or may hereafter be responsible under the terms used as a first-class, high-quality residential condominium. Tenant's use of the Condominium Documents (collectivelydemised premises shall, “Condominium Charges”)at all times, be in keeping with the residential nature of the Building and shall not cause any annoyance or disturbance to the residents thereof.
(c) Lender shall have To the rightextent that the obligations set forth in this lease on the part of Landlord to be performed, at reasonable times including without limitation any obligations with respect to services and upon reasonable noticethe maintenance, to inspect the records repair and restoration of the Condominium as provided Building and Building systems, are, 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 accordance with the provisions of the Condominium DocumentsDeclaration and By-laws, 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 fact the obligations of the Borrower under Condominium regime. Landlord shall not be responsible for the performance of any such obligations and Tenant agrees to look solely to the Condominium Documents, regime for the creation of, performance of such obligations. Landlord shall in no event be liable to Tenant nor shall the obligations of Tenant hereunder be impaired or the performance thereof excused because of any change in, any private restrictive covenant, zoning ordinance, failure or other public or private restrictions, now or hereafter limiting or defining the uses which may be made of delay on the Condominium or regime's part in performing such obligations. If however Landlord concurs with Tenant that there is a default in the performance of any part thereof; or (v) such obligation, Landlord shall make a reasonable effort to obtain compliance with any relocation of the boundaries of the Units that would adversely affect the Unit. Borrower shall not, and shall not cause such obligation by 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 dueregime.
Appears in 1 contract
Sources: Office Lease (Launch Media Inc)
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 If the part of Borrower Lands are or hereafter become subject 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 a 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act (Alberta) (which, Lender (or its nominee) shall be solely entitled as amended from time to remove time, together with any Condominium Board members appointed by Borrower representing legislation substituted therefor is herein collectively called "the Unit and/or to designate replacement or substitute Condominium Board members representing the Unit.Act"), then:
(fa) Borrower has delivered the Mortgagor fully and absolutely assigns, transfers and sets over to Lender the executed Proxy on Mortgagee all of the date hereofMortgagor’s voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor’s ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or otherwise howsoever. Upon The Mortgagor will execute any documentation which in the occurrence and during sole opinion of the continuance of an Event of DefaultMortgagee is necessary or advisable to give full effect to the foregoing. Provided however, Lender shall have that if the Mortgagee is not present in person or by proxy, or, if present, does not wish to vote, then the Mortgagor may without further authority exercise all voting rights other than the right to exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor;
(b) notwithstanding anything to the contrary herein contained:
(i) the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the By laws of the Unit pursuant Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation; and Form 7180 (Rev. 01/20) 5
(ii) without limiting the generality of the preceding subparagraph, the Mortgagor will pay promptly when due all assessments, instalments or payments owing by it to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan in full.Corporation; and
(gc) Without where the prior written consent of Lender (not Mortgagor defaults in the Mortgagor’s obligations to be unreasonably withheld), Borrower shall not vote as contribute to any of the following matters upon which Borrower, as an “owner” under the provisions of common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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.Mortgagor.
Appears in 1 contract
Sources: Collateral Mortgage
Condominium. Borrower covenants and agrees as follows:
(a) Borrower shall promptly pay all common charges and other assessments as required by the Condominium Documents in respect of the Mortgaged Property as and when such become due and payable and shall promptly, following demand, exhibit to Lender receipts for all such payments;
(b) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender’s prior written consent, which shall not be unreasonably withheld or delayed if no Event of Default is then continuing, (i) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (ii) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full as a pursuant to Section 5.16; (iii) vote for, consent to or permit to occur any partition or subdivision of any Condominium Unit, or combination of any Condominium Unit with another Condominium Unit; (iv) consent to the termination of the Condominium; or (v) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents; and
(c) Borrower shall fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 Documents 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.
Appears in 1 contract
Sources: Loan Agreement (Aspen REIT, Inc.)
Condominium. (a) Borrower shall promptly hereby covenants and faithfully make agrees with respect to each Condominium that:
(i) it will not, without Lender’s prior written consent, vote to amend, modify, supplement or terminate, or consent to (1) the termination of any of the Condominium Documents or (2) the amendment, modification or supplementation of any of the Condominium Documents, in each case, in any material respect which would materially and adversely affect the applicable Individual Borrower, the applicable Individual Property or Lender’s rights under the Condominium Documents;
(ii) it will pay all payments required underassessments for common charges and expenses made against those condominium units then owned by it pursuant to the applicable Condominium Documents prior to delinquency, and promptly and faithfully observe and perform other than assessments or common charges that are being contested in good faith pursuant to the applicable Condominium Documents;
(iii) it will comply in all other material respects with all of the terms, covenants and conditions on the its part of Borrower to be observed complied with, pursuant to the applicable Condominium Documents and performed under any rules and regulations that may be adopted for the Condominium, as applicable, as the same shall be in force and effect from time to time;
(iiv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Declaration; Condominium in accordance with the applicable Condominium Law;
(iiv) it will not, without the by-laws prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Law, or cause a partition of the Condominium; and
(iiivi) the rules and regulations promulgated by the Condominium Board it will not, without Lender’s prior written consent, which shall not be unreasonably conditioned, withheld or other executive body of the Condominium from time delayed, exercise any right it may have to time; and (iv) all other documents vote for, (A) creating any additions or improvements to the UnitCommon Elements of the Condominium, except as such additions or improvements are completed in accordance hereof, (B) related, in any material respect, to the condominium characteristics of ownership borrowing on behalf of the Unit, to Condominium or (C) the ownership rights expenditure of Borrower any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than 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”)accordance with Article VI hereof.
(b) Borrower The provisions of Article VI hereof shall pay in respect apply to the entirety of any Individual Property that is a Condominium as provided herein, notwithstanding the submission of any portion of such Individual Property to the Condominium Law. Without limiting the generality of the Unit foregoing, Borrower, for and on behalf of itself and its direct and indirect successors and assigns as owner(s) of condominium units in the Condominium or before any of them, (i) irrevocably waives, to the expiration of extent permitted by law, any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for law which grants to the payment of which Borrower is or may hereafter be responsible under the terms trustees of the Condominium Documents and/or the owners of the condominium units rights in the event of a casualty or a condemnation which are inconsistent with the provisions of Article VI hereof and (collectively, “Condominium Charges”)ii) expressly agrees to the application of the insurance proceeds and condemnation awards in accordance with Article VI hereof to the extent permitted by applicable law.
(c) Lender shall have the right, subject to any required consent of the unit owners, 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 Debt is paid in full.
(d) Upon written request from Lender, Borrower will take all use commercially reasonable action efforts to obtain as promptly as possible, and forthwith upon receipt furnish deliver to the Lender, upon Lender’s request, a true and correct copy of: (iA) each notice of any meeting of the association of owners of the Condominium; (iiB) the minutes of any such meeting; (iiiC) any statement of financial condition of said association, audited or otherwise, furnished to or available to an owner; (ivD) any statement showing the allocation of expenses and any other assessments against the owners; (vE) any statements issued to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (viF) any notice of default given to Borrower in respect of the observance of the Condominium Documents, 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.
Appears in 1 contract
Condominium. Borrower covenants and agrees as follows:
(a) Borrower shall promptly pay all common charges and other assessments as required by the Condominium Documents in respect of the applicable Property and shall promptly, following demand, exhibit to Lender receipts for all such payments;
(b) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender’s prior written consent, (1) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (2) in the event of damage to or destruction of the applicable Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full as a pursuant to Section 5.16; (3) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (4) consent to the termination of the Condominium; or (5) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents; and
(c) Borrower shall fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 Documents 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.
Appears in 1 contract
Sources: Loan Agreement (Toys R Us Inc)
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 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any past, present and future condominium declaration and any other documents, instruments, or agreements.” including, without limitation any 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 Unitlaws, (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 Condominiumoffering plan(s), or governing the Unithouse rules, as the same may be amended from time to time (collectively, the “Condominium DocumentsDeclaration”).
(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) been and/or shall be solely entitled recorded or executed in connection therewith including those which were executed or prepared in order to remove any Condominium Board members appointed by Borrower representing convert 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 Land 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 improvements (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 erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the boundaries Real Property Law, or any successor thereto. If any such Declaration is to be recorded, Tenant, upon the request of Landlord, shall enter into an amendment of this Lease confirming such subordination and modifying the Units that would adversely affect Lease in such respects as shall be necessary to conform to such condominium conversion, including, without limitation, appropriate adjustments to Tenant’s Share and appropriate reductions in the UnitOperating Expenses for the Base Operating Year and the Base Tax Amount; provided, that, such amendment shall not reduce Tenant’s rights or increase Tenant’s obligations under this Lease (in either case in any material respect) or increase Tenant’s monetary obligations under the Lease. Borrower Tenant shall not, comply with and shall not cause the Condominium breach or permit to take be breached 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 Propertyterms, covenants, conditions, or provisions of the Declaration.
(ii) Landlord represents and warrants to Tenant that (i) to Landlord’s knowledge without additional inquiry, Landlord is not in default of its obligations as Unit Owner under the Declaration as of the Effective Date, (Bii) Landlord has taken all actions and received all consents under the business operations Declaration sufficient to permit Landlord to execute and deliver this Lease and perform Landlord’s obligations hereunder, and (iii) Landlord’s entry into this Lease Is not in violation of the Declaration. So long as this Lease is in full force and effect and no Event of Default exists hereunder, Landlord will not consent to any amendments or financial condition modifications to the Declaration that would materially adversely affect Tenant’s use and occupancy of Borrowerthe Premises. Landlord hereby agrees that, to the extent required by the Declaration, Landlord shall promptly and diligently obtain any approvals or (C) consents required under the ability Declaration and necessary for Tenant’s construction of Borrower any Alterations in the Premises, from time to repay time, including the principal and interest on the Loan as it becomes dueTenant’s Initial Alteration Work.
Appears in 1 contract
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 If the part of Borrower Lands are or hereafter become subject 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 a 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act of Alberta (which, Lender (or its nominee) shall be solely entitled as amended from time to remove time, together with any Condominium Board members appointed by Borrower representing legislation substituted therefor is herein collectively called "the Unit and/or to designate replacement or substitute Condominium Board members representing the Unit.Act"), then:
(fa) Borrower has delivered the Mortgagor fully and absolutely assigns, transfers and sets over to Lender the executed Proxy on Mortgagee all of the date hereofMortgagor's voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor's ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By-laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or otherwise howsoever. Upon The Mortgagor will execute any documentation which in the occurrence and during sole opinion of the continuance of an Event of DefaultMortgagee is necessary or advisable to give full effect to the foregoing. Provided however, Lender shall have that if the Mortgagee is not present in person or by proxy, or, if present, does not wish to vote, then the Mortgagor may without further authority exercise all voting rights other than the right to exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor;
(b) notwithstanding anything to the contrary herein contained:
(i) the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the Bylaws of the Unit pursuant Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation, and
(ii) without limiting the generality of the preceding subparagraph, the Mortgagor will pay promptly when due all assessments, instalments or payments owing by it to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan in full.Corporation; and
(gc) Without where the prior written consent of Lender (not Mortgagor defaults in the Mortgagor's obligations to be unreasonably withheld), Borrower shall not vote as contribute to any of the following matters upon which Borrower, as an “owner” under the provisions of common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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 dueMortgagor.
Appears in 1 contract
Sources: Mortgage of Lease
Condominium. (a) Borrower This Lease and all rights of Tenant hereunder are and shall promptly be subject and faithfully make subordinate in all payments required under, respects to any condominium declaration 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 any 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 DocumentsDeclaration”).
(b) Borrower which are or shall pay be recorded in respect order to convert the Land and the improvements erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the Unit on Real Property Law, or before any successor thereto, provided the expiration of Declaration does not include any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for the payment of terms 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; increase Tenant’s monetary obligations, (ii) the minutes of any such meeting; increase Tenant's non-monetary obligations (other than to a de minimis extent), (iii) any statement of financial condition of said association, audited decrease Tenant’s rights (other than to a de minimis extent) or otherwise, furnished to or available to an owner; (iv) any statement showing the allocation of expenses and any other assessments against the owners; interfere (v) any statements issued to Borrower calling for payment of expenses other than to a de minimis extent) with Tenant’s use of the regular monthly maintenance statements; Premises for the Permitted Use, and provided further that (x) Tenant’s portion of floor 2 and the Mechanical Areas and the entirety of floors 3, 4, 5 and 7-18 of the Building shall comprise one (1) independent unit (or a unit together with appurtenant limited common elements, exclusive easement areas or similar rights) of which no portions of the Building other than such floors shall form a part (the “Sale Unit”), and (viy) any notice there shall be one single owner (or group of default given to Borrower owners acting as one, e.g. tenants in respect common) of the observance Sale Unit. If any such Declaration is to be recorded, Tenant, upon the request of the Condominium DocumentsLandlord, or any shall enter into an amendment of them.
(e) In the event that Lender (or its nominee) shall acquire title this Lease reasonably acceptable to the Unit through the exercise of its rights Tenant confirming such subordination and remedies under the Security Instrument or by way of a deed modifying this Lease in lieu thereof, then Borrower hereby acknowledges and agrees that, subject to the provisions of the Condominium Documents, Lender (or its nominee) such respects as shall be solely entitled necessary to remove conform to such condominiumization, including, without limitation, appropriate adjustments to Tenant’s Share and Tenant’s Operating Share; provided, that such amendments do not include 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 terms 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 Propertyincrease Tenant’s monetary obligations, (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 increase Tenant’s non-monetary obligations (other than to 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; de minimis extent), (iii) any amendment decrease Tenant’s rights (other than 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; a de minimis extent) or (iv) subject interfere with Tenant’s use of the Premises for the Permitted Use. Concurrently with the recordation of the Declaration, and as a condition 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 subordination of this AgreementLease thereto, Landlord shall obtain for Tenant in recordable form a subordination, non-disturbance and attornment agreement in 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 form attached hereto as it becomes dueExhibit WW.
Appears in 1 contract
Sources: Lease (BlackRock Inc.)
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 If the part of Borrower Lands are or hereafter become subject 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 a 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act (Alberta) (which, Lender as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then: the Mortgagor fully and absolutely assigns, transfers and sets over to the Mortgagee all of the Mortgagor’s voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor’s ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or its nominee) shall be solely entitled otherwise howsoever. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to remove any Condominium Board members appointed give full effect to the foregoing. Provided however, that if the Mortgagee is not present in person or by Borrower representing proxy, or, if present, does not wish to vote, then 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 Mortgagor may without further authority exercise all voting rights other than the right to exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor; notwithstanding anything to the contrary herein contained: the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the By laws of the Unit pursuant Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation; and without limiting the generality of the preceding subparagraph, the Mortgagor will pay promptly when due all assessments, instalments or payments owing by it to the Condominium Documents. The rights granted Corporation; and where the Mortgagor defaults in the Mortgagor’s obligations to Lender under contribute to 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 common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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 dueMortgagor.
Appears in 1 contract
Sources: Collateral Mortgage
Condominium. (a) Borrower shall promptly not, without Lender’s prior review and faithfully make all payments required underwritten consent (which may be granted or withheld in Lender’s sole discretion), and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under permit (i) any amendment of any of the Declaration; Condominium Documents that would require the consent of Borrower and would materially and adversely affect Borrower’s rights as owner of the Property or Lender’s rights as mortgagee, (ii) the by-laws of the Condominium[intentionally omitted]; (iii) any changes to the rules boundaries of, or parking associated with, the Real Property or any of the Common Elements (as defined in the Condominium Declaration) associated with the Real Property; (iv) any action to be taken under the Condominium Documents that would materially inhibit the free access to and regulations promulgated by from the Real Property (including access to the Common Elements), or (v) the Condominium Board to make material repairs, replacements, additions 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, alterations to the condominium characteristics of ownership of Common Elements (as defined in the Unit, Declaration) except 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”)extent consistent with Section 5.8 hereof.
(b) Borrower shall pay not vote in respect favor of (or acquiesce to) 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 termination of the Condominium Documents or dissolution of the Association for any reason without Lender’s prior review and written consent (collectively, “Condominium Charges”which may be granted or withheld in Lender’s sole discretion).
(c) Lender Borrower shall have not submit the rightProperty, at reasonable times and upon reasonable noticeor permit the Property to be submitted to, to inspect the records of any condominium regime other than the Condominium as provided without Lender’s prior review and written consent, which may be granted or denied in the Condominium Documents until such time as the Indebtedness is paid in fullLender’s sole and absolute discretion.
(d) None of 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 themBorrower’s Affiliates shall permit the adoption of any Condominium rules without Lender’s prior review and written consent, which may be granted or denied in Lender’s sole and absolute discretion, and, if adopted, shall not thereafter permit any amendment of such rules that would adversely affect Borrower’s rights as owner of the Property or Lender’s rights as mortgagee without Lender's prior review and written consent, which may be granted or denied in Lender’s sole and absolute discretion.
(e) In Borrower shall not violate, nor permit the event that Lender (or its nominee) shall acquire title Property to violate, any of the Unit through the exercise of its rights terms, conditions, provisions and remedies under the Security Instrument or by way of a deed covenants contained 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.
Appears in 1 contract
Condominium. (a) Borrower shall promptly hereby covenants and faithfully make agrees with respect to the Condominium that:
(i) it will not, without Lender’s prior written consent, vote to amend, modify, supplement or terminate, or consent to (1) the termination of any of the Condominium Documents or (2) the amendment, modification or supplementation of any of the Condominium Documents, in each case, in any material respect which would have a Material Adverse Effect or materially and adversely affect Lender’s rights under the Condominium Documents;
(ii) it will pay all payments required underassessments for common charges and expenses made against those condominium units then owned by it pursuant to the Condominium Documents prior to delinquency, and promptly and faithfully observe and perform other than assessments or common charges that are being contested in good faith pursuant to the Condominium Documents;
(iii) it will comply in all other material respects with all of the terms, covenants and conditions on the its part of Borrower to be observed complied with, pursuant to the Condominium Documents and performed under any rules and regulations that may be adopted for the Condominium, as applicable, as the same shall be in force and effect from time to time;
(iiv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Declaration; Condominium in accordance with the Condominium Law;
(iiv) it will not, without the by-laws prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Law, or cause a partition of the Condominium; and
(iiivi) the rules and regulations promulgated by the Condominium Board it will not, without Lender’s prior written consent, which shall not be unreasonably conditioned, withheld or other executive body of the Condominium from time delayed, exercise any right it may have to time; and (iv) all other documents vote for, (A) creating any additions or improvements to the UnitCommon Elements of the Condominium, except as such additions or improvements are completed in accordance hereof, (B) related, in any material respect, to the condominium characteristics of ownership borrowing on behalf of the Unit, to Condominium or (C) the ownership rights expenditure of Borrower any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than 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”)accordance with Article VI hereof.
(b) Borrower The provisions of Article VI hereof shall pay in respect apply to the entirety of the Unit on or before portion of the expiration Property that constitutes the Condominium as provided herein, notwithstanding the submission of any portion of the Property to the Condominium Law. Without limiting the generality of the foregoing, Borrower, for and on behalf of itself and its direct and indirect successors and assigns as owner(s) of condominium units in the Condominium or any of them, (i) irrevocably waives, to the extent permitted by law, any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for law which grants to the payment of which Borrower is or may hereafter be responsible under the terms trustees of the Condominium Documents and/or the owners of the condominium units rights in the event of a casualty or a condemnation which are inconsistent with the provisions of Article VI hereof and (collectively, “Condominium Charges”)ii) expressly agrees to the application of the insurance proceeds and condemnation awards in accordance with Article VI hereof to the extent permitted by applicable law.
(c) Lender shall have the right, subject to any required consent of the unit owners, 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 Debt is paid in full.
(d) Upon written request from Lender, Borrower will take all use commercially reasonable action efforts to obtain as promptly as possible, and forthwith upon receipt furnish deliver 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, Documents or any of them.
(e) In For the event that Lender (or its nominee) shall acquire title to the Unit through the exercise avoidance of its rights and remedies under the Security Instrument or by way of a deed in lieu thereofdoubt, then Borrower hereby acknowledges and agrees that, subject to the provisions of this Section 5.1.30 shall cease to be in full force and effect as to Condominium that constitutes a Release Parcel that is released from 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 Lien of the Unit Mortgage pursuant to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan to, and in full.
(g) Without the prior written consent of Lender (not to be unreasonably withheld)accordance with, 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 dueSection 2.5.3.
Appears in 1 contract
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 If the part of Borrower Lands are or hereafter become subject 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 a 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act of Alberta (which, Lender as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then: the Mortgagor fully and absolutely assigns, transfers and sets over to the Mortgagee all of the Mortgagor's voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor's ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By-laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or its nominee) shall be solely entitled otherwise howsoever. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to remove any Condominium Board members appointed give full effect to the foregoing. Provided however, that if the Mortgagee is not present in person or by Borrower representing proxy, or, if present, does not wish to vote, then 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 Mortgagor may without further authority exercise all voting rights other than the right to exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor; notwithstanding anything to the contrary herein contained:
(i) the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the Bylaws of the Unit pursuant Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation, and without limiting the generality of the preceding subparagraph, the Mortgagor will pay promptly when due all assessments, instalments or payments owing by it to the Condominium Documents. The rights granted Corporation; and where the Mortgagor defaults in the Mortgagor's obligations to Lender under contribute to 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 common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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 dueMortgagor.
Appears in 1 contract
Sources: Mortgage of Lease
Condominium. (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants in a commercially reasonable manner each and conditions on the part of Borrower every material term to be observed or performed by Borrower pursuant to the Condominium Documents and performed Borrower shall do all things reasonably necessary to preserve and to keep unimpaired Borrower’s rights, powers and privileges under (i) the Declaration; (ii) Condominium Documents and to prevent the by-laws termination or expiration of the Condominium; (iiiCondominium Documents, or the withdrawal of the Property from a condominium form of ownership under applicable law, to the end that Borrower may enjoy all of the rights granted to it as a party to the Condominium Documents.
b) Borrower shall pay all assessments, including, without limitation, any special assessments, as required by the Condominium Documents prior to delinquency.
c) To the extent that any approval rights, consent rights or other rights or privileges granted to the holder of a mortgage on ▇▇▇▇▇▇▇▇’s Condominium unit in the Condominium Documents are conditioned upon such approval rights, consent rights or other rights or privileges being required or contained in any mortgage, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement.
d) Borrower will take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium in accordance with the applicable local, state and federal laws, rules and regulations promulgated by which effect the establishment and maintenance of condominiums in the State or Commonwealth in which 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 is located (collectively, the “Condominium DocumentsLaw”).
(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”).
(ce) Lender shall have the right, subject to any required consent of the unit owners, 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 Debt is paid in full.
(df) Borrower will take all commercially reasonable action to obtain as will, promptly as possibleupon receipt, 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 monetary or material non-monetary default given to Borrower in respect of the observance of the Condominium Documents, ;
ii) any notice of the commencement or imposition of any regularly scheduled assessments or common charges with respect to Borrower under the Condominium Documents;
iii) any notice of the imposition of any special assessments levied or assessed under the Condominium Documents;
iv) each budget prepared by the Condominium Board promptly after ▇▇▇▇▇▇▇▇'s receipt thereof; and
v) each other material notice received by Borrower from the Condominium Board or any of themother party to the Condominium Documents.
(eg) Borrower shall promptly notify and furnish to Lender, a true and correct copy of any written notice from Borrower to the Condominium Board, asserting or claiming a material default by the Condominium Board under the Condominium Documents.
h) If at any time Borrower appoints one or more members to the Condominium Board during the term of the Loan, Borrower shall cause a copy of the appointment documents to be delivered to Lender and Borrower shall cause any such director(s) to deliver a resignation to Lender substantially in the form provided to Borrower in connection with the closing of the Loan
i) In the event that Lender (there is a resignation or its nominee) shall acquire title removal of any of the directors appointed by ▇▇▇▇▇▇▇▇ to the Unit through Condominium Board during the exercise term of its rights the Loan, Borrower shall, in accordance with 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 extent permitted by the terms of the Condominium Documents, Lender (appoint or its nominee) shall be solely entitled to remove any cause the applicable Condominium Board members appointed by to appoint a representative of Borrower representing as a replacement director and Borrower shall cause a copy of the Unit and/or removal or resignation and appointment documents to designate replacement or substitute Condominium Board members representing the Unit.
(f) Borrower has be delivered to Lender and Borrower shall cause any such replacement director(s) to deliver a new resignation to ▇▇▇▇▇▇ substantially in the executed Proxy form delivered to Lender on the date hereof. Closing Date.
j) Upon the occurrence and during the continuance of an Event of Default, Lender shall have Lender, at its option, may, subject to the terms of the Condominium Documents exercise its remedial right to exercise cause the power of attorney granted pursuant to the Proxy and exercise all rights, powers and remedies of Borrower as owner resignation of the Unit pursuant directors appointed by Borrower to any Condominium Board, if any, and Borrower shall (i) elect new directors approved by Lender to such Condominium Board and (ii) cause such replacement directors to deliver new resignations to Lender substantially in the form delivered to Lender on the Closing Date. Notwithstanding the foregoing, if, during an Event of Default, any of the directors of any Condominium Board resign or if ▇▇▇▇▇▇ elects to cause the resignation of any directors of a Condominium Board, Lender may exercise its rights under the irrevocable voting proxy delivered to Lender on the Closing Date to elect new directors of its choice.
k) In the event of any change in the identity of any member or officer of the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment Board within ten (10) Business Days after becoming aware of the Loan in full.
(g) Without the prior written consent of Lender (not to be unreasonably withheld)such change, Borrower shall not vote as deliver to any Lender an updated Schedule VIII to be attached hereto. Without limiting the foregoing, at the request of Lender from time to time, Borrower shall confirm that 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 then-existing Schedule VIII is complete and of no effect: (i) any subdivision of the Unit not otherwise permitted by the Declaration which would result accurate 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 Borrowerrespects, 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 if not, shall, within five (5) Business Days of such request, deliver to Lender a complete and shall not cause the Condominium accurate Schedule VIII 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 duebe attached hereto.
Appears in 1 contract
Sources: Loan Agreement (SITE Centers Corp.)
Condominium. (Borrower hereby covenants and agrees that it will not, without ▇▇▇▇▇▇’s prior written consent:
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) amend, restate, supplement, replace, or modify, or consent to or approve the Declaration; (ii) the by-laws amendment, restatement, supplementation, replacement, or modification of the Condominium; (iii) the rules and regulations promulgated by the Condominium Board or other executive body any of the Condominium from time to time; and (iv) all other documents (A) creating the Unit, (B) related, Documents 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) terminate or consent to the minutes termination of any such meeting; Condominium Document, (iii) waive or release any statement of financial condition of said associationrights thereunder, audited or otherwise, furnished (iii) consent to or available to an owner; any material increase in its obligations thereunder (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 increases in common charges and other regularly scheduled assessments in the regular monthly maintenance statements; and (viordinary course);
b) institute any notice action or proceeding for partition of default given any of Borrower’s Condominium units;
c) except as expressly permitted pursuant to Borrower in respect of the observance of this Agreement, take any action to terminate 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 withdraw 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 from the Condominium Documents. The rights granted Law;
d) exercise any right it may have 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)vote for, 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) in the value event of damage to or destruction of Borrower’s Condominium unit(s), vote not to repair, restore or rebuild Borrower’s Condominium unit(s) if Borrower shall have such a voting right unless the PropertyDebt is being repaid in full as a result thereof and in accordance with the terms hereof, (B) any material and adverse change to the business operations expenditure of any insurance proceeds or financial condition condemnation awards for the repair or restoration of Borrowerthe related Improvements to the extent such change violates the terms hereof, or (C) the ability of Borrower to repay the principal any material and interest on the Loan as it becomes due; (ii) adverse change in the nature and amount of any insurance covering all or a part of the Condominium and the disposition of any proceeds thereof relating thereof, to the Propertyextent any of the foregoing would cause of breach of the provisions of Article 6 hereof; (D) 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) Property shall be defended or settled and the disposition of any award or settlement in connection therewith, but only to the extent the foregoing violates the Loan Documents; (iiiE) any amendment to the Condominium Documents which by its terms requires the consent of Lender and any removal of any portion of the Condominium Property from the provisions of the Condominium ActLaw; (ivF) 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 Property or any part thereof; or (vG) any material relocation of the boundaries of the Units that would adversely affect the Unit. Borrower shall not, and shall not cause Property; and
e) consent to the Condominium Board entering into any service contracts, trade arrangements or other agreements or otherwise allowing the Property to take become directly or indirectly burdened by any action inconsistent such service contract, trade arrangement or other agreements if such service contract, trade arrangement or other agreement would be in violation of this Agreement if directly effectuated by Borrower;
f) revoke any proxy delivered to Lender in connection with the terms Loan and conditions of this Agreement, relating to any voting rights Borrower may have as a unit owner in 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 dueCondominium.
Appears in 1 contract
Sources: Loan Agreement (SITE Centers Corp.)