Common use of Easements and Restrictions; Zoning Clause in Contracts

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, for Administrative Agent’s written approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, all proposed easements, restrictions, covenants, permits, licenses and other instruments that would affect the title to the Mortgaged Property, accompanied by a survey showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Borrower shall not subject the Facility or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior written approval of Administrative Agent (not to be unreasonably withheld, conditioned or delayed in the case of utility easements only). With respect to any and all existing easements, restrictions, covenants or operating agreements that benefit or burden the Facility and any easement, restriction or covenant to which the Facility may hereafter be subjected in accordance with the provisions hereof, Borrower shall: (a) observe and perform the obligations imposed upon Borrower and the Facility; (b) not alter, modify or change the same without the prior written approval of Administrative Agent in its sole discretion; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility the full benefits of the same; and (d) deliver to Administrative Agent a copy of any notice of default or other material notice received by Borrower in respect of the same promptly after Borrower’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Lender for Administrative AgentLender’s written approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, Borrower all proposed easements, restrictions, covenants, permits, licenses licenses, and other instruments that which would affect the title to the Mortgaged Property, accompanied by a survey Survey showing the exact proposed location thereof and such other information as Administrative Agent Lender shall reasonably require. Borrower shall not subject the Facility Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior written approval of Administrative Agent Lender (not to be unreasonably withheld, conditioned withheld or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easements, restrictions, covenants or operating agreements that which benefit or burden the Facility Property and any easement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereof, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower and or the FacilityProperty; (b) not alter, modify or change the same in any material respect without the prior written approval of Administrative Agent in its sole discretionLender; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver to Administrative Agent Lender a copy of any notice of default or other material notice received by Borrower in respect of the same promptly after Borrower’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall and shall cause the Facility Operating Company to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Agent for Administrative Agent’s written approval (not to be unreasonably withheld) prior to the execution thereof by BorrowerBorrower or Operating Company, as applicable, all proposed easements, restrictions, covenants, permits, licenses licenses, and other similar instruments that which would affect the title to the Mortgaged Property, accompanied by a survey Survey showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Except as permitted under Article VIII, Borrower shall not and shall not permit Operating Company to subject the Facility Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior written approval of Administrative Agent (not to be unreasonably withheld, conditioned withheld or delayed in the case of utility easements only). With respect to any and all existing easements, restrictions, covenants or operating agreements that which benefit or burden the Facility Property and any easement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereof, Borrower shallshall or shall cause the other Credit Parties to: (a) observe and perform the obligations imposed upon Borrower and the FacilityBorrower, Operating Company or the Property; (b) not alter, modify or change the same without the prior written approval of Administrative Agent in its sole discretionAgent; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver to Administrative Agent a copy of any notice of default or other material notice received by Borrower any Credit Party in respect of the same promptly after Borrowersuch Credit Party’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent for Agent, for Administrative Agent’s written 's approval (not to be unreasonably withheldwithheld or delayed) prior to the execution thereof by Borrower, Borrower all proposed easements, restrictions, covenants, permits, licenses licenses, and other instruments that which would affect the title to the Mortgaged Property, accompanied by a survey Survey showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Except as permitted under Article VIII, Borrower shall not subject the Facility Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior written approval of Administrative Agent (not to be unreasonably withheldwithheld or delayed). Agent agrees that it will subordinate the Lien of the Mortgage to any easement, conditioned restriction or delayed in the case of utility easements only)covenant approved by Agent. With respect to any and all existing easements, restrictions, covenants or operating agreements that which benefit or burden the Facility Property and any easement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereof, Borrower shall: (a) observe and perform the obligations imposed upon Borrower and or the FacilityProperty; (b) not alter, modify or change the same without the prior written approval of Administrative Agent in its sole discretion(not to be unreasonably withheld or delayed); (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver to Administrative Agent a copy of any notice of default or other material notice received by Borrower in respect of the same promptly after Borrower’s 's receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Lender for Administrative AgentLxxxxx’s written approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses licenses, and other instruments that which would affect the title to the Mortgaged PropertyProperty or use of the Property for its intended purposes, accompanied by a survey Survey showing the exact proposed location thereof and such other information as Administrative Agent Lender shall reasonably require. Borrower shall not subject the Facility Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior written approval of Administrative Agent (not to be unreasonably withheld, conditioned or delayed in the case of utility easements only)Lender. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements that which benefit or burden the Facility and Property, any easementEasement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Lxxxxx, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower and or the FacilityProperty; (b) not alter, modify or change the same without the prior written approval of Administrative Agent Lender, which approval shall not be unreasonably withheld in its sole discretionthe case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver to Administrative Agent Lender a copy of any notice of default or other material notice or correspondence received or delivered by Borrower in respect of the same promptly after BorrowerBxxxxxxx’s receipt or within a reasonable period of time before delivery of such noticenotice or correspondence.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower Borrowers shall submit or cause Mortgage Borrowers to Administrative Agent, submit to Lender for Administrative AgentLender’s written approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, Mortgage Borrowers all proposed easements, restrictions, covenants, permits, licenses and other instruments that which would affect the title to the Mortgaged Property, accompanied by a survey Survey showing the exact proposed location thereof and such other information as Administrative Agent Lender shall reasonably require. Borrower Except as permitted under Article 8, Borrowers shall not subject the Facility Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease Lease or other occupancy agreement) without the prior written approval of Administrative Agent Lender (not to be unreasonably withheld, conditioned or delayed in the case of utility easements only). With respect to any and all existing easements, restrictions, covenants or operating agreements that which benefit or burden the Facility Property and any easement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereof, Borrower shallBorrowers shall cause Mortgage Borrowers to: (a) observe and perform the obligations imposed upon any Mortgage Borrower and or the FacilityProperty; (b) not alter, modify or change the same without the prior written approval of Administrative Agent in its sole discretionLender; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver or cause to Administrative Agent be delivered to Lender a copy of any notice of default or other material notice received by Borrower Borrowers or Mortgage Borrowers in respect of the same promptly after Borrower’s Borrowers’ receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Agent for Administrative Agent’s written reasonable approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses licenses, and other instruments that (other than Permitted Encumbrances) which would affect the title to the Mortgaged PropertyProperty or use of the Property for its intended purposes, accompanied by a survey Survey for any Easements showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Borrower shall not subject the Facility Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease Lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior written approval of Administrative Agent (Agent, such approval not to be unreasonably withheld, conditioned delayed or delayed in the case of utility easements only)conditioned. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements that which benefit or burden the Facility and Property as of the Closing Date, any easementEasement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Administrative Agent, Borrower shall: (a) observe and perform the obligations imposed upon Borrower and or the FacilityProperty; (b) not alter, modify or change the same without the prior written approval of Administrative Agent Agent, which approval shall not be unreasonably withheld, conditioned or delayed in its sole discretionthe case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full material benefits of the same; and (d) deliver to Administrative Agent a copy of any written notice of default or other material written notice or correspondence received or delivered by Borrower in respect of the same promptly after BorrowerXxxxxxxx’s receipt or within a reasonable period of time before Xxxxxxxx’s delivery of such noticenotice or correspondence.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Agent for Administrative Agent’s written approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses licenses, and other instruments that which would affect the title to the Mortgaged PropertyProperty or use of the Property for its intended purposes, accompanied by a survey Survey (or other comparable location drawing) showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Borrower shall not subject the Facility Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior written approval of Administrative Agent (Agent, which shall not to be unreasonably withheld, conditioned or delayed in the case of utility easements only). With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements that which benefit or burden the Facility and Property, any easementEasement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Agent, Borrower shall: (a) observe and perform the obligations imposed upon Borrower and or the FacilityProperty; (b) not alter, modify or change the same without the prior written approval of Administrative Agent in its sole discretionAgent; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver to Administrative Agent a copy of any notice of default or other material notice or correspondence received or delivered by Borrower in respect of the same promptly after Borrower’s receipt or within a reasonable period of time before delivery of such noticenotice or correspondence. Borrower shall not request, permit or suffer any re-zoning or change in use of the Mortgaged Property.

Easements and Restrictions; Zoning. Borrower shall and shall cause the Facility Operating Company to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Agent for Administrative Agent’s written approval (not to be unreasonably withheld) prior to the execution thereof by BorrowerBorrower or Operating Company, as applicable, all proposed easements, restrictions, covenants, permits, licenses licenses, and other similar instruments that which would affect the title to the Mortgaged Property, accompanied by a survey Survey showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Except as permitted under Article VIII, Borrower shall not and shall not permit Operating Company to subject the Facility Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any -77- lease or other occupancy agreement) without the prior written approval of Administrative Agent (not to be unreasonably withheld, conditioned withheld or delayed in the case of utility easements only). With respect to any and all existing easements, restrictions, covenants or operating agreements that which benefit or burden the Facility Property and any easement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereof, Borrower shallshall or shall cause the other Credit Parties to: (a) observe and perform the obligations imposed upon Borrower and the FacilityBorrower, Operating Company or the Property; (b) not alter, modify or change the same without the prior written approval of Administrative Agent in its sole discretionAgent; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full benefits of the same; and (d) deliver to Administrative Agent a copy of any notice of default or other material notice received by Borrower any Credit Party in respect of the same promptly after Borrowersuch Credit Party’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Administrative Agent, Agent for Administrative Agent’s written reasonable approval (not to be unreasonably withheld) prior to the execution thereof by Borrower, Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses licenses, and other instruments that (other than Permitted Encumbrances) which would affect the title to the Mortgaged PropertyProperty or use of the Property for its intended purposes, accompanied by a survey Survey for any Easements showing the exact proposed location thereof and such other information as Administrative Agent shall reasonably require. Borrower shall not subject the Facility Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease Lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior written approval of Administrative Agent (Agent, such approval not to be unreasonably withheld, conditioned delayed or delayed in the case of utility easements only)conditioned. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements that which benefit or burden the Facility and Property as of the Closing Date, any easementEasement, restriction or covenant to which the Facility Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Administrative Agent, Borrower shall: (a) observe and perform the obligations imposed upon Borrower and or the FacilityProperty; (b) not alter, modify or change the same without the prior written approval of Administrative Agent Agent, which approval shall not be unreasonably withheld, conditioned or delayed in its sole discretionthe case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Facility Property the full material benefits of the same; and (d) deliver to Administrative Agent a copy of any written notice of default or other material written notice or correspondence received or delivered by Borrower in respect of the same promptly after Borrower’s receipt or within a reasonable period of time before Borrower’s delivery of such noticenotice or correspondence.