Condominium. (a) Borrower has a 12.5492% aggregate percentage interest in the General Common Elements of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements of the Condominium is owned as specified on Schedule I. The Borrower Unit and the Units owned by the other parties described in this paragraph (a) are the only Units in the Condominium. (b) Each Condominium Document is in full force and effect and constitutes the binding obligation of Borrower and, to Borrower's knowledge, each other party thereto. (c) Except as expressly set forth in the Exception Report or which has previously been delivered to Lender, Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Borrower's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist. (d) No events exist which, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause a Material Adverse Effect). In addition, to Borrower's knowledge, no events exist which, now or after the passage of time, or both, would constitute a default by any party other than Borrower under any of the Condominium Documents (unless such default would not cause a Material Adverse Effect). (e) Except as set forth in the Exception Report, there are no sums which are due and payable by Borrower under any of the Condominium Documents to either the Association or the owners of the Units other than the Borrower Unit, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's knowledge, there are no sums due and payable by the Association or the owners of the Units other than the Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrower, which sums remain unpaid. (f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580. (g) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated. (h) As of the date hereof, the sole members of the board of directors of the Association are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed by the Office Unit Owners, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Board. (i) To Borrower's knowledge, the Association has not encumbered the Common Elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt. (j) No disputes between Borrower and the owners of the Units other than the Borrower Unit and/or the Association, and, to Borrower's knowledge, no dispute between the owners of the Units other than the Borrower Unit and the Association have been submitted to the board of directors of the Association or any other Person for resolution in accordance with the provisions of the Declaration. (k) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Units other than the residential Units and other than the Borrower Unit or the Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened. (l) Neither the Association nor the owners of the Units other than the Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwise.
Appears in 1 contract
Sources: Loan Agreement (Alexanders Inc)
Condominium. (a) Bethesda Borrower has a 12.5492100% aggregate percentage interest in the General Common Elements common elements of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the The Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements of the Condominium is owned as specified on Schedule I. The Borrower Unit and the Units owned by the other parties described in this paragraph (a) Bethesda Borrower are the only Condominium Units in the Condominium.
(b) Each Condominium Document is in full force and effect and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower's ’s knowledge, each other party thereto.
(c) Except as expressly set forth in the Exception Report or which has previously been delivered to LenderReport, Bethesda Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower's ’s knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist.
(d) No events exist whichthat, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Bethesda Borrower's ’s knowledge, no events exist whichthat, now or after the passage of time, or both, would constitute a default by any party Person other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect).
(e) Except as set forth in the Exception Report, there are no sums which that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Association or the owners of the Units other than the Borrower UnitCondominium Association, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower's ’s knowledge, there are no sums due and payable by the Condominium Association or the owners of the Units other than the Borrower Unit and other than the residential Units under any of the Condominium Documents to Bethesda Borrower, which sums remain unpaid.
(f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580.
(g) To Bethesda Borrower's ’s knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower's ’s knowledge, none are presently contemplated.
(g) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs.
(h) As of the date hereof, no board of directors of the sole Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting members of the board of directors of the Association are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Condominium Association, who was appointed by BorrowerBethesda Borrower has not taken, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed by the Office Unit Ownersconsented to or supported any action to establish or populate such a board, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Boardno conditional resignation letters have been delivered in connection therewith.
(i) To Bethesda Borrower's ’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the Common Elements common elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt.
(j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium.
(k) No disputes between Bethesda Borrower and the owners of the Units other than the Borrower Unit and/or the Condominium Association, and, to Bethesda Borrower's ’s knowledge, no dispute between the owners of the Units other than the Bethesda Borrower Unit and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Declaration.
(k) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Units other than the residential Units and other than the Borrower Unit or the Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatenedCondominium Documents.
(l) Neither the The Condominium Association nor the owners of the Units other than the Borrower Unit does not have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.
Appears in 1 contract
Sources: Loan Agreement (Elme Communities)
Condominium. (Borrower represents and warrants that:
a) Borrower ▇▇▇▇▇▇▇▇ has a 12.5492% aggregate percentage interest in the General Common Elements delivered to Lender true, correct and complete copies of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements each of the Condominium is owned Documents and there are no amendments of or modifications to any Condominium Documents except as specified on Schedule I. The Borrower Unit and the Units owned by the other parties described disclosed in this paragraph (a) are the only Units in the Condominium.writing to Lender;
(b) Each the Condominium Document is Documents are in full force and effect effect;
c) the Condominium Documents do not prohibit the granting of the lien of the Security Instrument;
d) all charges, fees, assessments and constitutes reserves under the binding obligation Condominium Documents (whether annual, monthly, regular, special or otherwise) that are payable by Borrower have been paid to the extent they are due and payable as of the date hereof;
e) there is no existing default or breach of any covenant or condition on the part of Borrower andor, to Borrower's ’s knowledge, each any other Person under any Condominium Document to the extent such default or breach would individually or in the aggregate have a Material Adverse Effect;
f) to ▇▇▇▇▇▇▇▇’s knowledge, neither the Condominium Board nor any other party thereto.
(c) Except as expressly set forth in the Exception Report to a Condominium Document has any defense, set-off or which has previously been delivered to Lender, counterclaim against Borrower has not consented to or all or any amendment or modification (oral or written) of any portion of the Condominium Documents, nor, to Borrower's knowledge, does any such amendment or modification (oral or writtenProperty;
g) of any of the Condominium Documents exist.
(d) No events no conditions exist whichthat, now or after notice or the passage of time, or both, would constitute a default an Event of Default (as defined in the Condominium Documents) by Borrower under any of the Condominium Documents (unless such default would not cause a Material Adverse Effect). In additionDocuments, and, to Borrower's ’s knowledge, no events exist whichthat, now or after notice or the passage of time, or both, would constitute a default an Event of Default (as defined in the Condominium Documents) by any party Person other than Borrower under any of the Condominium Documents (unless such default would not cause a Material Adverse Effect).Documents;
(eh) Except as set forth in the Exception Report, there are Borrower has no sums which are due and payable by Borrower under knowledge of any of the Condominium Documents to either the Association or the owners of the Units other than the Borrower Unit, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's knowledge, there are no sums due and payable by the Association or the owners of the Units other than the Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrower, which sums remain unpaid.
(f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580.
(g) To Borrower's knowledge, there are no currently outstanding special assessments or pending assessments which have been called for in writing to which Borrower would be subject under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.;
(hi) As all of the date hereof, the sole members of the board of directors Condominium Board are listed on Schedule VIII attached hereto together with current contact information for each of the Association are same. Borrower has the right to appoint three (3) of the five (5) Condominium Board members pursuant to the Condominium Documents and each such person(s) appointed by ▇▇▇▇▇▇▇▇ is identified on Schedule VIII attached hereto;
j) the lien of the Condominium Board for assessments and interest thereon, if any, is subject to the Security Instrument and to the title to the Property obtained as a result of foreclosure or conveyance in lieu of foreclosure as provided in the Condominium Documents;
k) Unit 1 and Unit 9 (as defined in the Condominium Documents) (A) is a separate parcel of real property from Units 2 through 8 and Unit 10, (B) is not owned by ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed (C) has been assigned a separate tax lot number by the Office Unit Owners, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Board.taxing authority;
(il) To Borrower's knowledge, the Association has not encumbered the Common Elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt.
(j) No disputes between Borrower and the owners of the Units other than the Borrower Unit and/or the Association, and, to Borrower's knowledge, no dispute between the owners of the Units other than the Borrower Unit and the Association have been submitted to the board of directors of the Association or any other Person for resolution in accordance with the provisions of the Declaration.
(k) To Borrower's knowledge, there are no actionsregularly scheduled common charges, whether voluntary fees, assessments or otherwiseother similar amounts due or payable by Borrower under the Condominium Documents; and
m) there is no suit, action, proceeding or audit pending or threatened against or affecting Borrower or the owners Property under the Condominium Documents at law or in equity or before or by any court, administrative agency, or other Governmental Authority which brings into question that the validity of the Units other than the residential Units and other than the Borrower Unit Condominium or the Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(l) Neither the Association nor the owners of the Units other than the Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwisewhich, if determined adversely against Borrower, would reasonably be likely to result in any Material Adverse Effect.
Appears in 1 contract
Sources: Loan Agreement (SITE Centers Corp.)
Condominium. (a) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 12.549255.2278% aggregate percentage interest in the General Common Elements of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements Condominium and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.450844.7722% aggregate percentage interest in the General Common Elements is owned entirely by the Sub-Units. The Condominium Units owned by Borrower and the Residential Master Unit are the only Condominium Units in the Condominium created pursuant to the Declaration (Master).
(b) As it relates to the Condominium created pursuant to the Declaration (Hotel-Residential), Borrower has a 61.2195% aggregate percentage interest in the Common Elements of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned as specified on Schedule I. entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower Unit and the Sub-Units owned by the other parties described in this paragraph (a) are the only Condominium Units in the CondominiumCondominium created pursuant to the Declaration (Hotel-Residential).
(bc) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Borrower and, to Borrower's knowledge, each other party thereto.
(cd) Except as expressly set forth in the Exception Report or which has previously been delivered to LenderReport, Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Borrower's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist.
(de) No To Borrower's knowledge, no events exist whichthat, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Borrower's knowledge, no events exist whichthat, now or after the passage of time, or both, would constitute a default by any party Person other than Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect).
(ef) Except as set forth in the Exception Report, there are no sums which that are due and payable by Borrower under any of the Condominium Documents to either the Association Condominium Associations or the owners of the Condominium Units other than the Borrower UnitCondominium Units owned by Borrower, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's knowledge, there are no sums due and payable by the Association Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrowereither Borrower or to the Condominium Associations, which sums remain unpaid.
(fg) The current budgeted annual Common Charges As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Borrower Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit are $1,830,580pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts.
(gh) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(hi) To Borrower's knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the Common Elements or any other property of the Condominiums and, to Borrower's knowledge, the Condominium Associations do not presently contemplate undertaking any such capital improvements or repairs except as required by the PIP referenced in the Exception Report.
(j) As of the date hereofClosing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Association Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇▇▇▇, who all of whom were appointed by Borrower.
(k) As of the Office Unit OwnersClosing Date, the sole members of the board of directors of Block 21 Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Hotel-Residential)) are (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Land, who represents were appointed by the Residential Unit Owners. As owners of the date hereof, the Commercial Board is comprised of the Retail Board and the Office BoardSub-Units.
(il) To Borrower's knowledge, the Association Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominium; providedCondominiums.
(m) Except as set forth on the Exception Report, however, that the Units other than the Borrower Units and Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements appurtenant thereto may be encumbered by separate mortgage debtor any other property of the Condominium.
(jn) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and/or the AssociationCondominium Associations that could result in a Material Adverse Effect, and, to Borrower's knowledge, no dispute between the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and the Association Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Association Condominium Associations or any other Person for resolution in accordance with the provisions of the DeclarationCondominium Documents.
(ko) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the residential Condominium Units and other than the owned by Borrower Unit or the Association Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(lp) Neither the Association Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwise.
Appears in 1 contract
Condominium. (a) Borrower has a 12.5492% aggregate percentage interest in the General Common Elements of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the The Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements of the Condominium is owned as specified on Schedule I. The Borrower Unit and the Units owned by Borrower and each “Residential Unit” (as defined in the other parties described in this paragraph (aDeclaration) are the only Condominium Units in the Condominium.
(b) Each Condominium Document is in full force and effect and constitutes the binding obligation of Borrower and, to Borrower's ’s knowledge, each other party thereto.
(c) Except as expressly set forth in the Exception Report or which has previously been delivered to LenderReport, Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Borrower's ’s knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist.
(d) No events exist whichthat, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Borrower's ’s knowledge, no events exist whichthat, now or after the passage of time, or both, would constitute a default by any party Person other than Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect).
(e) Except as set forth in the Exception Report, there are no sums which that are currently due and payable by Borrower under any of the Condominium Documents to either the Condominium Association or the owners of the Condominium Units other than the Borrower UnitCondominium Unit owned by Borrower, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's ’s knowledge, there are no sums due and payable by the Condominium Association or the owners of the Condominium Units other than the Condominium Unit owned by Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrowereither Borrower or to the Condominium Association, which sums remain unpaid.
(f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580.
(g) To Borrower's ’s knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's ’s knowledge, none are presently contemplated.
(g) To Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs.
(h) As of the date hereof, the sole members of the board of directors of “Executive Board” (as defined in the Association Declaration) appointed by Borrower are Stephane de Baets, ▇▇▇▇ ▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed by the Office Unit Owners, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Board.
(i) To Borrower's ’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the Common Elements common elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt.
(j) No Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium.
(k) Borrower has not received written notice of or initiated, and to Borrower’s knowledge there are no, disputes between Borrower and the owners of the Condominium Units other than the Condominium Unit owned by Borrower Unit and/or the Condominium Association, and, to Borrower's ’s knowledge, no dispute between the owners of the Condominium Units other than the Condominium Unit owned by Borrower Unit and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the DeclarationCondominium Documents.
(kl) To Borrower's ’s knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the residential Units and other than the Condominium Unit owned by Borrower Unit or the Condominium Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(lm) Neither the Condominium Association nor the owners of the Condominium Units other than the Condominium Unit owned by Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwise.
Appears in 1 contract
Sources: Loan Agreement (Aspen REIT, Inc.)
Condominium. (a) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 12.549255.2278% aggregate percentage interest in the General Common Elements of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements Condominium and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.450844.7722% aggregate percentage interest in the General Common Elements is owned entirely by the Sub-Units. The Condominium Units owned by Borrower and the Residential Master Unit are the only Condominium Units in the Condominium created pursuant to the Declaration (Master).
(b) As it relates to the Condominium created pursuant to the Declaration (Hotel-Residential), Borrower has a 61.2195% aggregate percentage interest in the Common Elements of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned as specified on Schedule I. entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower Unit and the Sub-Units owned by the other parties described in this paragraph (a) are the only Condominium Units in the CondominiumCondominium created pursuant to the Declaration (Hotel-Residential).
(bc) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Borrower and, to Borrower's knowledge, each other party thereto.
(cd) Except as expressly set forth in the Exception Report or which has previously been delivered to LenderReport, Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Borrower's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist.
(de) No To Borrower's knowledge, no events exist whichthat, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Borrower's knowledge, no events exist whichthat, now or after the passage of time, or both, would constitute a default by any party Person other than Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect).
(ef) Except as set forth in the Exception Report, there are no sums which that are due and payable by Borrower under any of the Condominium Documents to either the Association Condominium Associations or the owners of the Condominium Units other than the Borrower UnitCondominium Units owned by Borrower, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's knowledge, there are no sums due and payable by the Association Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrowereither Borrower or to the Condominium Associations, which sums remain unpaid.
(fg) The current budgeted annual Common Charges As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Borrower Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit are $1,830,580.pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(gh) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(hi) To Borrower's knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the Common Elements or any other property of the Condominiums and, to Borrower's knowledge, the Condominium Associations do not presently contemplate undertaking any such capital improvements or repairs except as required by the PIP referenced in the Exception Report.
(j) As of the date hereofClosing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Association Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇▇▇▇, who all of whom were appointed by Borrower.
(k) As of the Office Unit OwnersClosing Date, the sole members of the board of directors of Block 21 Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Hotel-Residential)) are (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Land, who represents were appointed by the Residential Unit Owners. As owners of the date hereof, the Commercial Board is comprised of the Retail Board and the Office BoardSub-Units.
(il) To Borrower's knowledge, the Association Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominium; providedCondominiums.
(m) Except as set forth on the Exception Report, however, that the Units other than the Borrower Units and Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements appurtenant thereto may be encumbered by separate mortgage debtor any other property of the Condominium.
(jn) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and/or the AssociationCondominium Associations that could result in a Material Adverse Effect, and, to Borrower's knowledge, no dispute between the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and the Association Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Association Condominium Associations or any other Person for resolution in accordance with the provisions of the DeclarationCondominium Documents.
(ko) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the residential Condominium Units and other than the owned by Borrower Unit or the Association Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(lp) Neither the Association Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwise.
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Condominium. (a) To (i) not amend or supplement the Condominium Documents without Agent’s prior approval, such approval not to be unreasonably withheld (Borrower and Agent hereby acknowledging and confirming that (x) subject to clause (y) of this parenthetical clause, Agent has a 12.5492% aggregate percentage interest approved the Condominium Declaration and the Condominium By-Laws substantially in the General Common Elements of form attached as Exhibit E to the Condominium. Borrower has a proportionate interest Operating Agreement, as the same is to be amended in accordance with the Retail Common ElementsFirst Amendment) and (y) Agent’s approval, the Retail Limited Common Elementsnot to be unreasonably withheld, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements shall be required with respect to all portions of the Condominium is owned as specified on Schedule I. The Borrower Unit Declaration and Condominium By-Laws not yet finalized and therefore not contained in said amended Exhibit E (e.g., Exhibits C, D and G of the Condominium Declaration), (ii) cause the Condominium Documents to comply with all applicable Legal Requirements, (iii) cause the Condominium Documents to be filed in the appropriate public offices and the Units owned by condominium thereunder to be validly created on or prior to the other parties described in this paragraph achievement of Core and Shell Completion and (avi) are from and after the only Units in date that the Condominiumcondominium is created, diligently enforce (and use diligent efforts to cause the condominium association to enforce) the second sentence of Section 1 of Article IX of the Condominium Declaration.
(b) Each Condominium Document is in full force and effect and constitutes Without the binding obligation prior consent of Agent, neither Borrower and, nor any Member shall abandon or change its plan for submission of the Mortgaged Property to Borrower's knowledge, each other party theretothe condominium form of ownership.
(c) Except as expressly Agent shall, on Borrower’s request, and provided no Noticed Default or Event of Default shall then exist, subordinate the lien of the Building Loan Mortgage to the liens in favor of the condominium for common charges set forth in the Exception Report Condominium Declaration pursuant to the Condominium Subordination Agreement, upon the satisfaction of the conditions enumerated below:
(i) the NYTC Units Redemption shall have occurred in accordance with Section 7.46(a) hereof;
(ii) the Title Insurance Policy insuring the Building Loan Mortgage shall have been endorsed to provide affirmative insurance in the form of Exhibit N attached hereto, to the effect that the Mortgaged Property constitutes a condominium validly created under the Condominium Act, Agent shall have received an assurance letter from the Title Companies in the form of Exhibit O hereto and Agent shall have received an endorsement to the existing title policy to the effect that the spreading of the Building Loan Mortgage and the Project Loan Mortgage referred to below shall not effect the validity or which has previously been delivered priority of such Mortgages;
(iii) Borrower shall have duly executed and delivered, or caused to Lenderbe duly executed and delivered, Borrower has not consented to any amendment or modification Agent (oral or writtena) a conditional assignment of Borrower’s rights under the Condominium Documents in the form of Exhibit P hereto and (b) a conditional resignation of each of the Managers (as defined in the Condominium Declaration) of any the condominium association in the form of Exhibit Q hereto;
(iv) Agent shall have received an opinion from counsel reasonably satisfactory to Agent which shall include opinions to the effect that (A) the Condominium Documents satisfy all applicable requirements of Governmental Authorities and have been duly executed and delivered and are enforceable against and by the Borrower, (B) all Legal Requirements relating to the formation of the condominium have been duly satisfied and, assuming the recording of the Condominium Declaration and the subordination of the Building Loan Mortgage and Project Loan Mortgage to the Condominium Declaration pursuant to the Condominium Subordination Agreement, the condominium has been duly and validly created and is existing in full force and effect, (C) the assignment referred to in clause (iii) of this subsection has been duly authorized, executed and delivered by Borrower and is enforceable against Borrower and (D) the resignations referred to in clause (iii) of this subsection are enforceable against said parties in accordance with their respective terms;
(v) the condominium which shall be created by the Condominium Documents, nortogether with Borrower, shall have furnished to Borrower's knowledgeAgent, does any such amendment at no cost or modification expense to Agent, a blanket insurance policy complying with the applicable requirements contained in the Building Loan Mortgage;
(oral or writtenvi) the condominium association shall have (A) collaterally assigned its rights to Leases of any rooftop and lobby spaces and agreed to deposit all Rents therefrom (to the extent of FC Member’s interest therein) into one of the Condominium Documents existCollection Accounts and (B) collaterally assigned the rights to excess casualty proceeds (to the extent of FC Member’s interest therein) to Agent for the benefit of Agent and Lenders, in each case pursuant to an agreement in form and substance reasonably satisfactory to Agent and Agent shall have received an opinion of counsel reasonably satisfactory to Agent as to the due authorization, execution and delivery and enforceability of such agreements and such other customary matters with respect thereto as Agent may reasonably require;
(vii) the Building Loan Mortgage shall have been spread to cover the Severance Subleases to which FC Member is a party and the Ground Lease shall be released from the lien thereof;
(viii) the Lease Assignment (as defined in the Ground Lease) shall have been duly executed and delivered;
(ix) Agent shall have received such other documents (including, without limitation, a title continuation), certificates, instruments, opinions or assurances as Agent may reasonably request; and
(x) Borrower shall have paid all reasonable out of pocket costs and expenses incurred by Agent in connection with the foregoing (including reasonable attorneys’ fees and disbursements).
(d) No events exist which, now or after the passage Borrower shall give Agent not less than ten (10) Business Days notice of time, or both, would constitute a default by Borrower under any meeting of the Condominium Documents (unless condominium board and shall cause Agent or any representative thereof to be permitted to attend any such default would not meeting. Upon reasonable notice by Agent, Borrower shall cause a Material Adverse Effect). In addition, Agent or any representative thereof to Borrower's knowledge, no events exist which, now or after be permitted to inspect the passage of time, or both, would constitute a default by any party other than Borrower under any books and records of the Condominium Documents Board of Managers and the FC Board of Managers (unless as each such default would not cause a Material Adverse Effect).
(e) Except as set forth term is defined in the Exception Report, there are no sums which are due and payable by Borrower under any of the Condominium Documents to either the Association or the owners of the Units other than the Borrower Unit, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's knowledge, there are no sums due and payable by the Association or the owners of the Units other than the Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrower, which sums remain unpaid.
(f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580.
(g) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated).
(h) As of the date hereof, the sole members of the board of directors of the Association are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed by the Office Unit Owners, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Board.
(i) To Borrower's knowledge, the Association has not encumbered the Common Elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt.
(j) No disputes between Borrower and the owners of the Units other than the Borrower Unit and/or the Association, and, to Borrower's knowledge, no dispute between the owners of the Units other than the Borrower Unit and the Association have been submitted to the board of directors of the Association or any other Person for resolution in accordance with the provisions of the Declaration.
(k) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Units other than the residential Units and other than the Borrower Unit or the Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(l) Neither the Association nor the owners of the Units other than the Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwise.
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Condominium. (a) To (i) not amend or supplement the Condominium Documents without Agent’s prior approval, such approval not to be unreasonably withheld (Borrower and Agent hereby acknowledging and confirming that (x) subject to clause (y) of this parenthetical clause, Agent has a 12.5492% aggregate percentage interest approved the Condominium Declaration and the Condominium By-Laws substantially in the General Common Elements of form attached as Exhibit E to the Condominium. Borrower has a proportionate interest Operating Agreement, as the same is to be amended in accordance with the Retail Common ElementsFirst Amendment) and (y) Agent’s approval, the Retail Limited Common Elementsnot to be unreasonably withheld, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements shall be required with respect to all portions of the Condominium is owned as specified on Schedule I. The Borrower Unit Declaration and Condominium By-Laws not yet finalized and therefore not contained in said amended Exhibit E (e.g., Exhibits C, D and G of the Condominium Declaration), (ii) cause the Condominium Documents to comply with all applicable Legal Requirements, (iii) cause the Condominium Documents to be filed in the appropriate public offices and the Units owned by condominium thereunder to be validly created on or prior to the other parties described in this paragraph achievement of Core and Shell Completion and (avi) are from and after the only Units in date that the Condominiumcondominium is created, diligently enforce (and use diligent efforts to cause the condominium association to enforce) the second sentence of Section 1 of Article IX of the Condominium Declaration.
(b) Each Condominium Document is in full force and effect and constitutes Without the binding obligation prior consent of Agent, neither Borrower and, nor any Member shall abandon or change its plan for submission of the Mortgaged Property to Borrower's knowledge, each other party theretothe condominium form of ownership.
(c) Except as expressly Agent shall, on Borrower’s request, and provided no Noticed Default or Event of Default shall then exist, subordinate the lien of the Project Loan Mortgage to the liens in favor of the condominium for common charges set forth in the Exception Report Condominium Declaration pursuant to the Condominium Subordination Agreement, upon the satisfaction of the conditions enumerated below:
(i) the NYTC Units Redemption shall have occurred in accordance with Section 7.46(a) hereof;
(ii) the Title Insurance Policy insuring the Project Loan Mortgage shall have been endorsed to provide affirmative insurance in the form of Exhibit N attached hereto, to the effect that the Mortgaged Property constitutes a condominium validly created under the Condominium Act, Agent shall have received an assurance letter from the Title Companies in the form of Exhibit O hereto and Agent shall have received an endorsement to the existing title policy to the effect that the spreading of the Project Loan Mortgage and the Building Loan Mortgage referred to below shall not effect the validity or which has previously been delivered priority of such Mortgages;
(iii) Borrower shall have duly executed and delivered, or caused to Lenderbe duly executed and delivered, Borrower has not consented to any amendment or modification Agent (oral or writtena) a conditional assignment of Borrower’s rights under the Condominium Documents in the form of Exhibit P hereto and (b) a conditional resignation of each of the Managers (as defined in the Condominium Declaration) of any the condominium association in the form of Exhibit Q hereto;
(iv) Agent shall have received an opinion from counsel reasonably satisfactory to Agent which shall include opinions to the effect that (A) the Condominium Documents satisfy all applicable requirements of Governmental Authorities and have been duly executed and delivered and are enforceable against and by the Borrower, (B) all Legal Requirements relating to the formation of the condominium have been duly satisfied and, assuming the recording of the Condominium Declaration and the subordination of the Project Loan Mortgage and Building Loan Mortgage to the Condominium Declaration pursuant to the Condominium Subordination Agreement, the condominium has been duly and validly created and is existing in full force and effect, (C) the assignment referred to in clause (iii) of this subsection has been duly authorized, executed and delivered by Borrower and is enforceable against Borrower and (D) the resignations referred to in clause (iii) of this subsection are enforceable against said parties in accordance with their respective terms;
(v) the condominium which shall be created by the Condominium Documents, nortogether with Borrower, shall have furnished to Borrower's knowledgeAgent, does any such amendment at no cost or modification expense to Agent, a blanket insurance policy complying with the applicable requirements contained in the Project Loan Mortgage;
(oral or writtenvi) the condominium association shall have (A) collaterally assigned its rights to Leases of any rooftop and lobby spaces and agreed to deposit all Rents therefrom (to the extent of FC Member’s interest therein) into one of the Condominium Documents existCollection Accounts and (B) collaterally assigned the rights to excess casualty proceeds (to the extent of FC Member’s interest therein) to Agent for the benefit of Agent and Lenders, in each case pursuant to an agreement in form and substance reasonably satisfactory to Agent and Agent shall have received an opinion of counsel reasonably satisfactory to Agent as to the due authorization, execution and delivery and enforceability of such agreements and such other customary matters with respect thereto as Agent may reasonably require;
(vii) the Project Loan Mortgage shall have been spread to cover the Severance Subleases to which FC Member is a party and the Ground Lease shall be released from the lien thereof;
(viii) the Lease Assignment (as defined in the Ground Lease) shall have been duly executed and delivered;
(ix) Agent shall have received such other documents (including, without limitation, a title continuation), certificates, instruments, opinions or assurances as Agent may reasonably request; and
(x) Borrower shall have paid all reasonable out of pocket costs and expenses incurred by Agent in connection with the foregoing (including reasonable attorneys’ fees and disbursements).
(d) No events exist which, now or after the passage Borrower shall give Agent not less than ten (10) Business Days notice of time, or both, would constitute a default by Borrower under any meeting of the Condominium Documents (unless condominium board and shall cause Agent or any representative thereof to be permitted to attend any such default would not meeting. Upon reasonable notice by Agent, Borrower shall cause a Material Adverse Effect). In addition, Agent or any representative thereof to Borrower's knowledge, no events exist which, now or after be permitted to inspect the passage of time, or both, would constitute a default by any party other than Borrower under any books and records of the Condominium Documents Board of Managers and the FC Board of Managers (unless as each such default would not cause a Material Adverse Effect).
(e) Except as set forth term is defined in the Exception Report, there are no sums which are due and payable by Borrower under any of the Condominium Documents to either the Association or the owners of the Units other than the Borrower Unit, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Borrower's knowledge, there are no sums due and payable by the Association or the owners of the Units other than the Borrower Unit and other than the residential Units under any of the Condominium Documents to Borrower, which sums remain unpaid.
(f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580.
(g) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated).
(h) As of the date hereof, the sole members of the board of directors of the Association are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed by the Office Unit Owners, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Board.
(i) To Borrower's knowledge, the Association has not encumbered the Common Elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt.
(j) No disputes between Borrower and the owners of the Units other than the Borrower Unit and/or the Association, and, to Borrower's knowledge, no dispute between the owners of the Units other than the Borrower Unit and the Association have been submitted to the board of directors of the Association or any other Person for resolution in accordance with the provisions of the Declaration.
(k) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Units other than the residential Units and other than the Borrower Unit or the Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(l) Neither the Association nor the owners of the Units other than the Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the Condominium Documents or otherwise.
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