Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding;
(v) the right, without restricting any other right of Lender under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents;
(vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower;
(vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property); and
(viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. The rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions of this Section are ...
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have the right from time to time upon Lender’s request to consult with and advise Pledgor’s management regarding the significant business activities and business and financial developments of Pledgor, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Routine consultation meetings may occur no more frequently than quarterly, with Lender having the right to call special meetings at any reasonable time (but not more frequently than once per quarter). Pledgor shall have no obligation to adhere to any advice proposed by Lender, except where otherwise specifically required elsewhere in the Loan Documents. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.
Certain Additional Rights of Lender. (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have: (a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice; (b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice; (c) the right, in accordance with the terms of this Agreement, including Section 5.1.1(f) hereof, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding Indebtedness; and (d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property). The rights described above in this Section 10.22 may be exercised by any entity which owns and Controls, directly or indirectly, substantially all of the interests in Lender.
Certain Additional Rights of Lender. Notwithstanding anything which may be contained in this Agreement to the contrary, Lender shall have:
(a) the right to designate any party to receive payment of all fees, costs and expenses otherwise payable to Lender under this Agreement or the other Loan Documents;
(b) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;
(c) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel);
(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), upon an Event of Default, to vote the owners’ interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and
(e) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer to voting interests of Borrower held by its members or partners (as the case may be), and the right to restrict the transfer of interests in such member or partner (as the case may be), except for any transfer that is expressly permitted under any of the Mortgage Loan Documents, Loan Documents or Other Mezzanine Loan Documents.
Certain Additional Rights of Lender. Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:
(a) upon not less than fifteen (15) Business Days’ prior written notice to Borrower, the right to request and to hold a meeting at Lender’s office in New York, New York no more than two (2) times during any calendar year to consult with an officer of Borrower that is familiar with the financial condition of Borrower and the operation of the Property and Pledged Collateral regarding such significant business activities and business and financial developments of Borrower as are specified by Lender in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances; and
(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice no more than four (4) times during any calendar year, provided that any such examination shall be conducted so as not to unreasonably interfere with the business of Borrower, guests or any Tenants or other occupants of the Property The rights described above in this Section 10.25 may be exercised by any entity which Controls Lender.
Certain Additional Rights of Lender. Notwithstanding anything to the contrary contained in this Agreement, and subject to Borrower’s reasonable restriction on the use and disclosure of such information and the Borrower’s right to limit such disclosure to comply with applicable securities laws or its fiduciary duties, Lenders collectively shall have:
(a) upon not less than fifteen (15) Business Days’ prior written notice to Borrower, the right to request and to hold a meeting at Borrower’s office no more than one (1) time in total, during any calendar year, at a mutually agreeable time, to consult with an officer of Borrower that is familiar with the financial condition of each Borrower, each other Loan Party, each Mezzanine A Loan Party and each Mortgage Loan Party and the operation of the Individual Properties, the Mezzanine A Loan Collateral and the Collateral regarding such significant business activities and business and financial developments of Borrower, each other Loan Party, each Mezzanine A Loan Party and each Mortgage Loan Party as are specified by Lender in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances; and provided further that Borrower shall consider in good faith any recommendations of the Lender in connection with the matters on which it is conducted, recognizing that the ultimate decision with respect to all such matters shall be retained by Borrower; and
(b) the right, upon not less than fifteen (15) Business Days prior written notice to Borrower in accordance with the terms of Section 5.1 of this Agreement, to examine the books and records of Borrower, the Mortgage Loan Parties, the Mezzanine Loan A Parties and the other Loan Parties at any reasonable times upon reasonable notice no more than one (1) time total during any calendar year, provided that any such examination shall be conducted so as not to unreasonably interfere with the business of Borrower, the other Loan Parties, the Mortgage Loan Parties, the Mezzanine A Loan Parties or guests or any Tenants or other occupants of any Individual Property. The rights described above in this Section 10.25 may be exercised by Lender on behalf of any Person which Controls Lender.
Certain Additional Rights of Lender. Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:
(a) upon not less than fifteen (15) Business Days’ prior written notice to Borrower, the right to request and to hold a meeting at Lender’s office in New York, New York no more than four (4) times during any calendar year to consult with an officer of Borrower that is familiar with the financial condition of each Borrower, Senior Mezzanine Borrower and Mortgage Borrower and the other Mortgage Loan Parties and the operation of the Individual Properties regarding such significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and the other Mortgage Loan Parties as are specified by Lender in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances; and
(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and the other Mortgage Loan Parties at any reasonable times upon reasonable notice no more than four (4) times during any calendar year, provided that any such examination shall be conducted so as not to unreasonably interfere with the business of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or the other Mortgage Loan Parties, guests or any Tenants or other occupants of any Individual Property. The rights described above in this Section 10.25 may be exercised by Lender on behalf of any Person which Controls Lender.
Certain Additional Rights of Lender. Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have:
(i) the right, upon not less than fifteen (15) Business Days’ prior written notice to Borrower, to request and to hold a meeting, no more often than once during each fiscal year of Borrower, and only in conjunction with one or more Senior Lenders that wishes any such meeting, at Borrower’s office in Tampa, Florida, with the president and chief operating officer or the executive vice president and chief financial officer of Borrower, to discuss such significant business activities and business and financial developments of Borrower as are specified by Lender in writing in the request for such meeting;
(ii) the right, in accordance with the terms of Section 11.1, to examine the books and records of Borrower;
(iii) the right, in accordance with the terms of Section 11.2, to receive such financial data and information set forth therein;
(iv) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property or the ownership of the Collateral);
(v) the right, in accordance with the Pledge, during the continuance of an Event of Default, to vote Borrower’s interests in First Mezzanine Borrower;
(vi) the right, in accordance with this Agreement and the Pledge, including, without limitation, the provisions of Article VIII, to restrict the Transfer of interests in First Mezzanine Borrower, it being understood that no such restrictions can be made on such Transfers to the extent such Transfers are permitted by the terms of this Agreement or the Pledge. The rights described above may be exercised by Lender until the Principal Amount and all other Obligations hereunder have been repaid in full.
Certain Additional Rights of Lender. (VCOC). Notwithstanding anything which may be contained in this Agreement to the contrary, Lender shall have:
(a) the right to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower. Consultation meetings should occur at Lender’s request on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice;
(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any time upon reasonable notice;
(c) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other assets; and
(d) the right, in accordance with the terms of this Agreement, including, without limitation, Section 4.1.6, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.
Certain Additional Rights of Lender. Subject to the terms hereof, Lender shall have the right:
(a) to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Routine consultation meetings may occur no more frequently than quarterly, with Lender having the right to call special meetings at any reasonable time (but not more frequently than once per quarter) and upon reasonable advance notice. Borrower shall have no obligation to adhere to any advice proposed by Lender, except as the same may be otherwise specifically required elsewhere in the Loan Documents;
(b) in accordance with but subject to the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;
(c) in accordance with but subject to the terms of this Agreement, to receive financial reports and other statements as provided in Section 5.1.10 hereof; and
(d) during the continuance of an Event of Default, in accordance with but subject to the terms of this Agreement, but without restricting any other right of Lender under this Agreement, to exercise certain approval rights with respect to the proposed annual operating budgets as provided in 5.1.10(e) hereof. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. Nothing contained in this Section 9.6 is intended (i) to confer upon Lender any rights or privileges greater than those inuring to Lender under the other provisions of this Agreement, (ii) to impose upon Borrower any duties, obligations or liabilities greater than or in addition to those owed by Borrower under the other provisions of this Agreement, or (iii) to constitute Lender a partner or member of Borrower or a third-party beneficiary of Borrower’s Organizational Documents.
