Condominium. (a) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 55.2278% aggregate percentage interest in the Common Elements of the Condominium and the remaining 44.7722% aggregate percentage interest in the 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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential). (c) 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. (d) Except as expressly set forth in the Exception Report, 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. (e) To Borrower's knowledge, no events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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). (f) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid. (g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX) (h) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated. (i) 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 Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower. (k) As of the Closing 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 were appointed by the owners of the Sub-Units. (l) To Borrower's knowledge, the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums. (m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium. (n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents. (o) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened. (p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower 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. (Borrower represents and warrants that:
a) As it relates ▇▇▇▇▇▇▇▇ has delivered to the Condominium created pursuant to the Declaration (Master)Lender true, Borrower has a 55.2278% aggregate percentage interest in the Common Elements correct and complete copies of each of the Condominium Documents and the remaining 44.7722% aggregate percentage interest there are no amendments of or modifications to any Condominium Documents except as disclosed in the 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 writing to Lender;
b) 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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units Documents are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential).
(c) Each Condominium Document is in full force and effect in effect;
c) the Condominium Documents do not prohibit the granting of the lien of the Security Instrument;
d) all material respects 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 or, to Borrower’s knowledge, 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 to a Condominium Document has any defense, set-off or counterclaim against Borrower or all or any portion of the Property;
g) no conditions exist that, now or after notice or the passage of time, or both, would constitute an Event of Default (as defined in the Condominium Documents) by Borrower under the Condominium Documents, and, to Borrower's knowledge, each other party thereto.
(d) Except as expressly set forth in the Exception Report, 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.
(e) To Borrower's ’s knowledge, no events exist that, now or after notice or the passage of time, or both, would constitute a default by Borrower under any an Event of Default (as defined in 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 that, now or after the passage of time, or both, would constitute a default Documents) by any 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).Documents;
(f) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(h) To Borrower's knowledge, there are Borrower has no currently outstanding knowledge of any 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.;
(i) To Borrower's knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the Common Elements or any other property all 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 Closing Date, the sole members of the board Condominium Board are listed on Schedule VIII attached hereto together with current contact information for each of directors the same. Borrower has the right to appoint three (3) of Block 21 Master the five (5) Condominium Community, Inc. (i.e., Association created Board members pursuant to the Declaration (Master)Condominium Documents and each such person(s) are ▇▇▇▇ ▇. 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 ▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇(C) has been assigned a separate tax lot number by the taxing authority;
l) there are no regularly scheduled common charges, all of whom were appointed by Borrower.
(k) As of the Closing Datefees, 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 assessments or other similar amounts due or payable by Borrower and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Land, who were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, under the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.Documents; and
(m) Except as set forth on there is no suit, action, proceeding or audit pending or threatened against or affecting Borrower or the Exception Report, Property under the Condominium Associations have not entered Documents at law or in equity or before or by any court, administrative agency, or other Governmental Authority which brings into any management or maintenance agreements with respect to question that the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners validity of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(o) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower 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 Borrowers and Operating Lessee shall (i) pay, or cause to be paid, on or before the due 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 created pursuant to the Declaration Association; (Master), Borrower has a 55.2278% aggregate percentage interest in the Common Elements ii) promptly perform and observe all of the material covenants required to be performed and observed by each of them under each Condominium Document and the remaining 44.7722% aggregate percentage interest in the Common Elements is owned entirely do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Administrative Agent of any material default by the Sub-Units. The Condominium Units owned by Borrower and the Residential Master Unit are the only Board or Condominium Units 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 created pursuant Documents) received by either Borrower or Operating Lessee under any Condominium Document; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Condominium Board or Condominium Association under each Condominium Document to the Declaration (Master)extent that the failure to do so would have a Material Adverse Effect or cause a breach of any Marriott Agreement.
(b) As it relates Neither Borrowers nor Operating Lessee shall, and shall not vote to, without the prior consent of Administrative Agent, (i) reduce or consent to the reduction of the term of any Condominium created 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 Declaration applicable Condominium Documents; or (Hotel-Residentialvii) to the extent either Borrower or Operating Lessee has such rights under the Condominium Documents and under law, to vote or give consent to the expenditure of insurance proceeds or condemnation awards for the repair or restoration of 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), Borrower has a 61.2195% aggregate (d) such amendment shall not increase any monetary or 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 common elements shall remain the same as the percentage interest of the Condominium and the remaining 38.7805% aggregate percentage interest current Hotel Unit in the Common Elements is owned entirely by common elements and (g) Hotel Owner shall have delivered to Administrative Agent an endorsement to the owners Title Policy that insures that the lien of the SubMortgage continues to encumber such condominium units as a first-Units. The Condominium Unit owned by Borrower and the Sub-Units are the priority lien subject only Condominium Units to those matters listed as exceptions in the Condominium created pursuant to the Declaration (Hotel-Residential)Title Policy.
(c) Each In the event that the Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Borrower andAssociation receives any insurance proceeds or condemnation awards, to Borrower's knowledge, each other party thereto.
(d) Except as expressly set forth in the Exception Report, 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.
(e) To Borrower's knowledge, no events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(f) Except as set forth in the Exception Report, there are no sums extent that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As Operating Lessee in their respective capacities as owners and lessee of the date hereofHotel and Residential Units may, by vote or otherwise, select the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) holder of same, Borrowers and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(h) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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 Operating Lessee shall select Administrative Agent provided that such selection would not presently contemplate undertaking any such capital improvements or repairs except as required be prohibited by the PIP referenced in the Exception Report.
(j) As of the Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions terms of the Condominium Documents.
(od) To Borrower's knowledgeAdministrative Agent shall have the right, there are no actionsto the fullest extent of Borrowers’ and Operating Lessee’s rights under the Condominium Documents, whether voluntary to examine the books of account of the condominium and to attend meetings of owners of units or otherwisethe Condominium Board, pending against but the owners foregoing shall not require Administrative Agent to examine said books of account or attend any such meetings.
(e) At any time, during the existence of a Default, Administrative Agent may give notice to the 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 or receive under the Condominium Documents; it being understood and agreed to that such notice from Administrative Agent shall be conclusive evidence that a Default shall have occurred and be continuing and the Condominium Board may rely on such notice from Administrative Agent without any further inquiry or investigation.
(f) Prior to appointing any member to the Condominium 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 a Default, Administrative Agent may, by notice to Borrowers, tender any conditional resignation of any member of the Condominium Units other than Board now or hereafter delivered to Administrative Agent in connection with the Loan to the Condominium Units owned by Borrower or Board, whereupon the resignation of any such member shall become effective and successor members to the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatenedBoard shall be designated by Administrative Agent.
(pg) Neither 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 Condominium Associations nor sale of Residential Units (if same are to be 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 owners condominium to deliver to Administrative Agent all financial statements, material reports and material notices delivered by or on behalf of the Condominium Units other than Association to Borrowers, or if the Condominium Units owned Association is prohibited by law from doing so, shall deliver same to Administrative Agent promptly after receipt by either Borrower have any purchase, lease or other options or rights of first refusal with respect to the Property pursuant to the its Condominium Documents or otherwiseBoard members.
Appears in 1 contract
Condominium. (a) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 55.2278% aggregate percentage interest in the Common Elements of the Condominium and the remaining 44.7722% aggregate percentage interest in the Common Elements is owned entirely by the Sub-Units. The Condominium Units owned by Borrower and each “Residential Unit” (as defined in the Residential Master Unit Declaration) are the only Condominium Units in the Condominium created pursuant to the Declaration (Master)Condominium.
(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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential).
(c) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Borrower and, to Borrower's ’s knowledge, each other party thereto.
(dc) Except as expressly set forth in the Exception Report, 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.
(ed) To Borrower's knowledge, no No events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(fe) Except as set forth in the Exception Report, there are no sums that are currently due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations Association or the owners of the Condominium Units other than the Condominium Units 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 Associations Association or the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium AssociationsAssociation, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(hf) 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.
(ig) To Borrower's ’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the Common Elements common elements or any other property of the Condominiums Condominium and, to Borrower's ’s knowledge, the Condominium Associations do Association does not presently contemplate undertaking any such capital improvements or repairs except as required by the PIP referenced in the Exception Reportrepairs.
(jh) As of the Closing Datedate hereof, the sole members of the board of directors of Block 21 Master Condominium Community“Executive Board” (as defined in the Declaration) appointed by Borrower are Stephane de Baets, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(li) To Borrower's ’s knowledge, the Condominium Associations have Association has not incurred any debts and has not encumbered the Common Elements common elements or any other property of the CondominiumsCondominium.
(mj) Except as set forth on the Exception Report, the Condominium Associations have Association has not entered into any management or maintenance agreements with respect to the Common Elements common elements or any other property of the Condominium.
(nk) No 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 Units Unit owned by Borrower and/or the Condominium Associations that could result in a Material Adverse EffectAssociation, and, to Borrower's ’s knowledge, no dispute between the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower and the Condominium Associations, which could result in a Material Adverse Effect, Association have been submitted to the board of directors of the Condominium Associations Association or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(ol) To Borrower's ’s knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower or the Condominium Associations Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(pm) Neither the Condominium Associations Association nor the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower 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 If the Lands are or hereafter become subject to the Condominium a condominium plan duly created pursuant to the Declaration (Master), Borrower has a 55.2278% aggregate percentage interest in the Common Elements of the Condominium and the remaining 44.7722% aggregate percentage interest in the 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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential).
(c) 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.
(d) Except as expressly set forth in the Exception Report, 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.
(e) To Borrower's knowledge, no events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(f) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(h) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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 Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents.Property Act (Alberta) (which, as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then:
(oa) To Borrower's knowledgethe Mortgagor fully and absolutely assigns, there are no actions, whether voluntary or otherwise, pending against transfers and sets over to the owners Mortgagee all of the Condominium Units other than the Condominium Units owned by Borrower Mortgagor’s voting rights now existing or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower have any purchase, lease or other options or rights of first refusal which may hereafter come into existence with respect to the Property 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. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to give full effect to the foregoing. Provided however, 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 vote on any matter requiring a unanimous resolution. Provided further that the Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of 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 terms of this mortgage, the Act, the By laws of the Condominium Documents 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 otherwise.payments owing by it to the Condominium Corporation; and
(c) where the Mortgagor defaults in the Mortgagor’s obligations to contribute to the common expenses assessed or levied by the Condominium Corporation or any authorized agent on its behalf, or any assessment, instalment or payment owing to the Condominium 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 the Condominium Corporation, the Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Corporation or rectify any such default or breach by the Mortgagor.
Appears in 1 contract
Sources: Collateral Mortgage
Condominium. (a) As it relates 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 approved the Condominium Declaration and the Condominium By-Laws substantially in the form attached as Exhibit E to the Condominium created pursuant Operating Agreement, as the same is to be amended in accordance with the Declaration First Amendment) and (Master)y) Agent’s approval, Borrower has a 55.2278% aggregate percentage interest in the Common Elements not to be unreasonably withheld, shall be required with respect to all portions of the Condominium 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 remaining 44.7722% aggregate percentage interest in condominium thereunder to be validly created on or prior to the Common Elements achievement of Core and Shell Completion and (vi) from and after the date that the condominium is owned entirely by created, diligently enforce (and use diligent efforts to cause the Sub-Units. The Condominium Units owned by Borrower and condominium association to enforce) the Residential Master Unit are the only Condominium Units in second sentence of Section 1 of Article IX of the Condominium created pursuant to the Declaration (Master)Declaration.
(b) As it relates Without the prior consent of Agent, neither Borrower nor any Member shall abandon or change its plan for submission of the Mortgaged Property to the Condominium created pursuant to the Declaration (Hotel-Residential), Borrower has a 61.2195% aggregate percentage interest in the Common Elements condominium form of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential)ownership.
(c) Each 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 Condominium Document 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 priority of such Mortgages;
(iii) Borrower shall have duly executed and delivered, or caused to be duly executed and delivered, to Agent (a) 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 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 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, together with Borrower, shall have furnished to Agent, at no cost or expense to Agent, a blanket insurance policy complying with the applicable requirements contained in the Project Loan Mortgage;
(vi) the condominium association shall have (A) collaterally assigned its rights to Leases of rooftop and lobby spaces and agreed to deposit all material respects Rents therefrom (to the extent of FC Member’s interest therein) into one of the Collection Accounts and constitutes (B) collaterally assigned the binding obligation 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 and, to Borrower's knowledge, each other party theretoshall 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) Except as expressly set forth in Borrower shall give Agent not less than ten (10) Business Days notice of any meeting of the Exception Reportcondominium board and shall cause Agent or any representative thereof to be permitted to attend any such meeting. Upon reasonable notice by Agent, Borrower has not consented shall cause Agent or any representative thereof to any amendment or modification be permitted to inspect the books and records of the Board of Managers and the FC Board of Managers (oral or written) of any of as each such term is defined in the Condominium Documents, nor, to Borrower's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist.
(e) To Borrower's knowledge, no events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(f) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(h) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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 Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(o) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower 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) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 55.2278% aggregate percentage interest in the Common Elements of the Condominium and the remaining 44.7722% aggregate percentage interest in the 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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential).
(c) 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.
(d) Except as expressly set forth in the Exception Report, 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.
(e) To Borrower's knowledge, no events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(f) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX).
(h) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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 Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(o) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower 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) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 55.227812.5492% aggregate percentage interest in the General Common Elements of the Condominium 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 44.772287.4508% aggregate percentage interest in the 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 General Common Elements of the Condominium is owned as specified on Schedule I. The Borrower Unit and the remaining 38.7805% aggregate percentage interest in the Common Elements is Units owned entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units other parties described in this paragraph (a) are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential)Condominium.
(cb) 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.
(dc) Except as expressly set forth in the Exception ReportReport 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.
(ed) To Borrower's knowledge, no No events exist thatwhich, 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 thatwhich, now or after the passage of time, or both, would constitute a default by any Person party 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).
(fe) Except as set forth in the Exception Report, there are no sums that which are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations Association or the owners of the Condominium Units other than the Condominium Units owned by BorrowerBorrower 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 Condominium Associations Association or the owners of the Condominium Units other than the Condominium Borrower Unit and other than the residential Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium AssociationsBorrower, which sums remain unpaid.
(gf) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 The current budgeted annual Common Charges for the Condominium created pursuant to the Declaration (Master) and Borrower Unit are $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)1,830,580.
(hg) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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.
(jh) As of the Closing Datedate hereof, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., the Association created pursuant to the Declaration (Master)) are ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who was appointed by Borrower, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom who were appointed by Borrower.
(k) As of the Closing DateOffice Unit Owners, 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 were appointed by represents the owners Residential Unit Owners. As of the Sub-Unitsdate hereof, the Commercial Board is comprised of the Retail Board and the Office Board.
(li) To Borrower's knowledge, the Condominium Associations have not incurred any debts and Association has not encumbered the Common Elements or any other property of the CondominiumsCondominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(nj) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower Unit and/or the Condominium Associations that could result in a Material Adverse EffectAssociation, 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 Condominium Associations, which could result in a Material Adverse Effect, Association have been submitted to the board of directors of the Condominium Associations Association or any other Person for resolution in accordance with the provisions of the Condominium DocumentsDeclaration.
(ok) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium residential Units owned by and other than the Borrower Unit or the Condominium Associations Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(pl) Neither the Condominium Associations Association 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
Sources: Loan Agreement (Alexanders Inc)
Condominium. (a) As it relates to The Declaration (including the Bylaws) and the Condominium created pursuant to Plans are in compliance in all material respects with all Condominium Laws. Borrower shall not modify or amend the Declaration (Master), Borrower has a 55.2278% aggregate percentage interest in including the Common Elements of Bylaws) and/or the Condominium Plans without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided (i) no Event of Default exists, (ii) such amendment or modification complies with all Condominium Laws, and (iii) the remaining 44.7722% aggregate percentage interest SCA has approved the amendment in the 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 writing to the Declaration (Master)extent it has approval rights thereto under the School Unit Purchase Agreement.
(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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential).agrees that:
(ci) Each Condominium Document is in full force Borrower shall not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided (x) no Event of Default exists and effect in all material respects and constitutes the binding obligation of Borrower and, to Borrower's knowledge, each other party thereto.
(dy) Except as expressly set forth in the Exception Report, 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 complies with all Condominium Laws, amend, modify or written) supplement, or consent to or suffer the amendment, modification or supplementation of any of the Condominium Documents exist(except with respect to (1) price change amendments to the Offering Plan increasing the Schedule A—Purchase Prices (each a “Price Change Amendment”) as provided in Article 16 hereof, and (2) annual update amendments required under Attorney General regulations to extend the term of the Offering Plan). Borrower shall not consent to the merger of the Condominium with any other condominium without Lender’s prior written consent, which may be withheld in its sole and absolute discretion. Lender shall endeavor to respond to each request by Borrower for Lender’s approval of an amendment to the Condominium Documents within twenty (20) Business Days following Lender’s receipt of such request and all required documents and information relating to such request. If Lender does not notify Borrower of its approval or disapproval of a proposed amendment to the Condominium Documents within twenty (20) Business Days after request by Borrower and submission by Borrower of all information needed by Lender to evaluate said request, then Borrower may deliver a second request, which request shall state on the top of the first page in bold lettering “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE MASTER LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” If Lender does not notify Borrower of its approval or disapproval of the proposed amendment to the Condominium Documents within ten (10) Business Days after such second request, then as long as no Event of Default or Potential Event of Default exists, the same shall be deemed approved;
(eii) To Borrower's knowledge, no events exist that, now or after the passage of timeBorrower will pay, or bothcause to be paid, would constitute a default all assessments for common charges and expenses made against the Mortgaged Property owned by Borrower under pursuant to the Condominium Documents as the same shall become due and payable;
(iii) Borrower will comply in all material respects with all of the terms, covenants and conditions on Borrower’s part to be complied with, pursuant to the Condominium Documents and any rules and regulations that may be adopted for the Condominium, as the same shall be in force and effect from time to time;
(iv) Borrower, or Borrower’s designated members of the Condominium Board of Managers, will take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium in accordance with the Condominium Laws;
(v) Borrower will not, without the prior written consent of Lender (which consent may be granted or withheld in Lender’s sole and absolute discretion), 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 Laws, or cause a partition of the Condominium to be so withdrawn;
(vi) it shall be an Event of Default if (A) pursuant to any judgment, decision, order, rule or regulation of either a court of competent jurisdiction or a governmental agency with jurisdiction over the Premises and following the expiration of all applicable appeal periods, any material provision of the Condominium Documents (unless is held to be invalid and such default would not cause invalidity shall materially and adversely affect the lien of the Mortgage or reasonably be expected to result in a Material Adverse Effect). In addition, to Borrower's knowledge, no events exist that, now or after Lender’s other security interests under the passage of timeLoan Documents, or both, would constitute a default (B) the Condominium shall become subject to any action for partition by any Person other than Unit Owner and said action has not been dismissed within ninety (90) days after commencement thereof, or (C) the Condominium is withdrawn from the condominium regime established under the Condominium Laws;
(vii) Borrower under will not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed so long as no Event of Default exists, exercise any right it may have to vote for (A) any additions or improvements to the common elements of the Condominium Documents that are not included in the Condominium Plans or otherwise disclosed in the Offering Plan, except as such additions or improvements may be required by Legal Requirements, (B) any borrowing on behalf of the Condominium or (C) the expenditure of any insurance proceeds or condemnation awards for the repair or restoration of the Improvements (unless Borrower is entitled to utilize such default would not cause or reasonably be expected to result insurance proceeds in a Material Adverse Effectaccordance with Section 5.2(d) hereof).;
(fviii) Except as set forth may be otherwise provided in the Exception ReportOffering Plan, there are no sums that are due in the Declaration or as may be required by the Condominium Laws, Borrower shall control the Condominium Board of Managers and payable the Condominium Association formed by Borrower under any of the Condominium Documents to either at least until such time as more than fifty percent (50%) of the Residential Units have been sold in accordance with this Agreement;
(ix) For so long as Borrower controls the Condominium Associations or the owners Board of the Condominium Units other than the Condominium Units owned by Managers, Borrower will, in accordance with 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(h) To Borrower's knowledge, there are no currently outstanding special assessments ’s rights under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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, cause 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 Board of the Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant Managers to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, maintain insurance on the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions Condominium Documents and this Agreement; and
(x) For so long as Borrower controls the Condominium Board of Managers, Borrower, in accordance with Borrower’s rights under the Condominium Documents.
(o) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of shall cause the Condominium Units other than Board of Managers to enforce the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatenedManagement Agreement.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower 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: Master Loan Agreement (Trinity Place Holdings Inc.)
Condominium. (a) As it relates to the Condominium created pursuant to the Declaration (Master), Bethesda Borrower has a 55.2278100% aggregate percentage interest in the Common Elements common elements of the Condominium and the remaining 44.7722% aggregate percentage interest in the Common Elements is owned entirely by the Sub-UnitsCondominium. The Condominium Units owned by Bethesda Borrower and the Residential Master Unit are the only Condominium Units in the Condominium created pursuant to the Declaration (Master)Condominium.
(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 entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential).
(c) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower's ’s knowledge, each other party thereto.
(dc) Except as expressly set forth in the Exception Report, 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.
(ed) To Borrower's knowledge, no No events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(fe) Except as set forth in the Exception Report, there are no sums that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by BorrowerAssociation, 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 Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower Association under any of the Condominium Documents to either Borrower or to the Condominium AssociationsBethesda Borrower, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(hf) 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.
(ig) To Bethesda Borrower's ’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the Common Elements common elements or any other property of the Condominiums Condominium and, to Bethesda Borrower's ’s knowledge, the Condominium Associations do Association does not presently contemplate undertaking any such capital improvements or repairs except as required by the PIP referenced in the Exception Reportrepairs.
(jh) As of the Closing Datedate 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 Block 21 Master the Condominium CommunityAssociation, Inc. (i.e.Bethesda Borrower has not taken, Association created pursuant consented to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇or supported any action to establish or populate such a board, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrowerno conditional resignation letters have been delivered in connection therewith.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Bethesda Borrower's ’s knowledge, the Condominium Associations have Association has not incurred any debts and has not encumbered the Common Elements common elements or any other property of the CondominiumsCondominium.
(mj) Except as set forth on the Exception Report, the Condominium Associations have Association has not entered into any management or maintenance agreements with respect to the Common Elements common elements or any other property of the Condominium.
(nk) No disputes between Bethesda Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium Associations that could result in a Material Adverse EffectAssociation, and, to Bethesda Borrower's ’s knowledge, no dispute between the owners of the Condominium Units other than the Condominium Units owned by Bethesda Borrower and the Condominium Associations, which could result in a Material Adverse Effect, Association have been submitted to the board of directors of the Condominium Associations Association or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(ol) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the The Condominium Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower Association 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. (a) As it relates 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 approved the Condominium Declaration and the Condominium By-Laws substantially in the form attached as Exhibit E to the Condominium created pursuant Operating Agreement, as the same is to be amended in accordance with the Declaration First Amendment) and (Master)y) Agent’s approval, Borrower has a 55.2278% aggregate percentage interest in the Common Elements not to be unreasonably withheld, shall be required with respect to all portions of the Condominium 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 remaining 44.7722% aggregate percentage interest in condominium thereunder to be validly created on or prior to the Common Elements achievement of Core and Shell Completion and (vi) from and after the date that the condominium is owned entirely by created, diligently enforce (and use diligent efforts to cause the Sub-Units. The Condominium Units owned by Borrower and condominium association to enforce) the Residential Master Unit are the only Condominium Units in second sentence of Section 1 of Article IX of the Condominium created pursuant to the Declaration (Master)Declaration.
(b) As it relates Without the prior consent of Agent, neither Borrower nor any Member shall abandon or change its plan for submission of the Mortgaged Property to the Condominium created pursuant to the Declaration (Hotel-Residential), Borrower has a 61.2195% aggregate percentage interest in the Common Elements condominium form of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential)ownership.
(c) Each 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 Condominium Document 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 priority of such Mortgages;
(iii) Borrower shall have duly executed and delivered, or caused to be duly executed and delivered, to Agent (a) 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 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 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, together with Borrower, shall have furnished to Agent, at no cost or expense to Agent, a blanket insurance policy complying with the applicable requirements contained in the Building Loan Mortgage;
(vi) the condominium association shall have (A) collaterally assigned its rights to Leases of rooftop and lobby spaces and agreed to deposit all material respects Rents therefrom (to the extent of FC Member’s interest therein) into one of the Collection Accounts and constitutes (B) collaterally assigned the binding obligation 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 and, to Borrower's knowledge, each other party theretoshall 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) Except as expressly set forth in Borrower shall give Agent not less than ten (10) Business Days notice of any meeting of the Exception Reportcondominium board and shall cause Agent or any representative thereof to be permitted to attend any such meeting. Upon reasonable notice by Agent, Borrower has not consented shall cause Agent or any representative thereof to any amendment or modification be permitted to inspect the books and records of the Board of Managers and the FC Board of Managers (oral or written) of any of as each such term is defined in the Condominium Documents, nor, to Borrower's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist.
(e) To Borrower's knowledge, no events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(f) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations or the owners of the Condominium Units other than the Condominium 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 Condominium Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium Associations, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(h) To Borrower's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Borrower's knowledge, none are presently contemplated.
(i) 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 Closing Date, the sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower.
(k) As of the Closing 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 were appointed by the owners of the Sub-Units.
(l) To Borrower's knowledge, the Condominium Associations have not incurred any debts and has not encumbered the Common Elements or any other property of the Condominiums.
(m) Except as set forth on the Exception Report, the Condominium Associations have not entered into any management or maintenance agreements with respect to the Common Elements or any other property of the Condominium.
(n) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units owned by Borrower and/or the Condominium 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 and the Condominium Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(o) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower 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) As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 55.227850% aggregate percentage interest in the Common Elements common elements of the Condominium and the Condominium. The remaining 44.772250% aggregate percentage interest in the Common Elements common elements of the Condominium 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)Valley View Mall Anchor M, Borrower has a 61.2195% aggregate percentage interest in the Common Elements LLC, an affiliate of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned entirely by the owners of the Sub-UnitsBorrower. The Condominium Unit owned by Borrower and the Sub-Condominium Units owned by the other parties described in this paragraph (a) are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential)Condominium.
(cb) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Borrower and, to Borrower's ’s knowledge, each other party thereto.
(dc) Except as expressly set forth in the Exception Report, 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.
(ed) To Borrower's knowledge, no No events exist that, 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 that, now or after the passage of time, or both, would constitute a default by any 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).
(fe) Except as set forth in the Exception Report, there are no sums that are due and payable by Borrower under any of the Condominium Documents to either the Condominium Associations Association or the owners of the Condominium Units other than the Condominium Units 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 Associations Association or the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower under any of the Condominium Documents to either Borrower or to the Condominium AssociationsAssociation, which sums remain unpaid.
(g) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX)
(hf) 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.
(ig) To Borrower's ’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the Common Elements common elements or any other property of the Condominiums Condominium and, to Borrower's ’s knowledge, the Condominium Associations do Association does not presently contemplate undertaking any such capital improvements or repairs except as required by the PIP referenced in the Exception Reportrepairs.
(ja) As of the Closing Datedate hereof, the sole members of the board of directors of Block 21 Master the Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were who was appointed by Borrower.
(k) As of the Closing 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) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were who was appointed by Borrower and (ii) the owners of the Condominium Units other than the Condominium Unit owned by Borrower. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Land, who were has delivered to Lender a conditional resignation letter from each Borrower-appointed by the owners or Borrower-Affiliated member of the Sub-Unitsboard of directors of the Condominium Association.
(lh) To Borrower's ’s knowledge, the Condominium Associations have Association has not incurred any debts and has not encumbered the Common Elements common elements or any other property of the CondominiumsCondominium.
(mi) Except as set forth on the Exception Report, the Condominium Associations have Association has not entered into any management or maintenance agreements with respect to the Common Elements common elements or any other property of the Condominium.
(nj) No disputes between Borrower and the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower and/or the Condominium Associations that could result in a Material Adverse EffectAssociation, and, to Borrower's ’s knowledge, no dispute between the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower and the Condominium Associations, which could result in a Material Adverse Effect, Association have been submitted to the board of directors of the Condominium Associations Association or any other Person for resolution in accordance with the provisions of the Condominium Documents.
(ok) To Borrower's ’s knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower or the Condominium Associations Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened.
(pl) Neither the Condominium Associations Association nor the owners of the Condominium Units other than the Condominium Units Unit owned by Borrower have any purchase, lease or other options or rights of first refusal with respect to the any Property pursuant to the Condominium Documents or otherwise.
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