Common use of Bad Acts Clause in Contracts

Bad Acts. It shall not, and it shall not cause or permit any its subsidiaries, to: (a) misappropriate, misapply or convert any Collections, security deposits, or similar amounts derived from any of the Property; (b) fail to pay any homeowners association dues, taxes, assessments, municipal or governmental rates, charges, impositions, liens and water and sewer rents or any part thereof, heretofore or hereafter imposed upon it or in respect of the Properties, as well as all similar claims which if unpaid might become a lien or charge upon a Borrower, any Property or any other item constituting Collateral or any part thereof (“HOA or Tax Amounts”), unless, in each case, they (i) constitute De Minimis Liens, HOA or Tax Amounts or (ii) the same are not delinquent and are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP, but only to the extent of: (x) Collections received with respect to the Properties and funds in the Insurance and Tax Reserve Account available to pay such HOA or Tax Amounts; and (y) amounts distributed to the Borrowers or Borrower Representative pursuant to Section 2.8(b)(xiii) of the Credit Agreement as a result of a failure to include in the Insurance and Tax Reserve Account Required Amounts sufficient amounts for HOA or Tax Amounts, whether such failure resulted from a miscalculation or otherwise (and for avoidance of doubt, unpaid HOA or Tax Amounts shall constitute losses under this subsection (ii), but only to the extent of (x) and (y) above); (c) remove and fail to replace (with personal property of the same utility and of similar value) any fixtures, equipment, and/or other articles of personal property owned by it and attached as fixtures to, or used as fixtures in connection with, any Property owned by it, except for removal of obsolete or unnecessary fixtures in the ordinary course of maintaining and renovating such Property; (d) misapply, misappropriate or convert or permit, to the extent of its power, any of its Affiliates to misappropriate, misapply or convert of any Insurance Proceeds, construction proceeds, Condemnation Proceeds, Conveyance Proceeds, any amounts withdrawn from the Ongoing Reserve Account for the payment of Qualified Expenses or Excess Expenses, any amounts withdrawn from the Insurance and Tax Reserve Account for the payment of any real property taxes or assessments or insurance premiums, any amounts withdrawn from the Renovation Cost Reserve Account for the payment of renovation costs, any amounts withdrawn from the Insurance Proceeds Account for the payment of costs and expenses of repairs to any related Property and/or security deposits affecting any Property; (e) commit any act(s) of actual waste on or with respect to any Property owned by it; (f) to the extent of Collections received with respect to the Properties and funds in the Insurance and Tax Reserve Account available therefore, fail to maintain insurance with respect to any Property owned by it or otherwise as required in this Agreement; (g) directly or indirectly transfer title to its Equity Interests; (h) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Loan Document; (i) without the prior written consent of the owner of its Equity Interest (the Trust Guarantor, which consent shall be granted only upon prior written consent of the holder of the Equity Interest in the Trust Guarantor), take any action that is, or in contemplation or furtherance of, any Insolvency Action; (j) voluntarily seek, cause or take any action to effect its dissolution or liquidation; (k) assert that this Agreement or any other Loan Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of such Person or any other party thereto; (l) sell, convey, voluntarily transfer or voluntarily encumber any Property or other Collateral other than in compliance with the provisions of this Agreement and the other Loan Documents; or (m) take any action, or fail to take any action, which materially prevents, delays or hinders the perfection of the Lien of the Agent in any portion or all of the Collateral.

Bad Acts. It shall not, and it shall not cause or permit any its subsidiaries, to: (a) misappropriate, misapply or convert any Collections, security deposits, or similar amounts derived from any of the Property; (b) fail to pay any homeowners association dues, taxes, assessments, municipal or governmental rates, charges, impositions, liens and water and sewer rents or any part thereof, heretofore or hereafter imposed upon it or in respect of the Properties, as well as all similar claims which if unpaid might become a lien or charge upon a Borrower, any Property or any other item constituting Collateral or any part thereof (“HOA or Tax Amounts”), unless, in each case, they (i) constitute De Minimis Liens, HOA or Tax Amounts or (ii) the same are not delinquent and are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP, but only to the extent of: (x) Collections received with respect to the Properties and funds in the Insurance and Tax Reserve Account available to pay such HOA or Tax Amounts; and (y) amounts distributed to the Borrowers or Borrower Representative pursuant to Section 2.8(b)(xiii) of the Credit Agreement as a result of a failure to include in the Insurance and Tax Reserve Account Required Amounts sufficient amounts for HOA or Tax Amounts, whether such failure resulted from a miscalculation or otherwise (and for avoidance of doubt, unpaid HOA or Tax Amounts shall constitute losses under this subsection (ii), but only to the extent of (x) and (y) above); (c) remove and fail to replace (with personal property of the same utility and of similar value) any fixtures, equipment, and/or other articles of personal property owned by it and attached as fixtures to, or used as fixtures in connection with, any Property owned by it, except for removal of obsolete or unnecessary fixtures in the ordinary course of maintaining and renovating such Property; (d) misapply, misappropriate or convert or permit, to the extent of its power, any of its Affiliates to misappropriate, misapply or convert of any Insurance Proceeds, construction proceeds, Condemnation Proceeds, Conveyance Proceeds, any amounts withdrawn from the Ongoing Reserve Account for the payment of Qualified Expenses or Excess Expenses, any amounts withdrawn from the Insurance and Tax Reserve Account for the payment of any real property taxes or assessments or insurance premiums, any amounts withdrawn from the Renovation Cost Reserve Account for the payment of renovation costs, any amounts withdrawn from the Insurance Proceeds Account for the payment of costs and expenses of repairs to any related Property, any amounts withdrawn from the Flood Damage Reserve Account for the payment of costs and expenses of repairs to any related flood damage Property and/or security deposits affecting any Property; (e) commit any act(s) of actual waste on or with respect to any Property owned by it; (f) to the extent of Collections received with respect to the Properties and funds in the Insurance and Tax Reserve Account available therefore, fail to maintain insurance with respect to any Property owned by it or otherwise as required in this Agreement; (g) directly or indirectly transfer title to its Equity Interests; (h) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Loan Document; (i) without the prior written consent of the owner of its Equity Interest (the Trust Guarantor, which consent shall be granted only upon prior written consent of the holder of the Equity Interest in the Trust Guarantor), take any action that is, or in contemplation or furtherance of, any Insolvency Action; (j) voluntarily seek, cause or take any action to effect its dissolution or liquidation; (k) assert that this Agreement or any other Loan Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of such Person or any other party thereto; (l) sell, convey, voluntarily transfer or voluntarily encumber any Property or other Collateral other than in compliance with the provisions of this Agreement and the other Loan Documents; or (m) take any action, or fail to take any action, which materially prevents, delays or hinders the perfection of the Lien of the Agent in any portion or all of the Collateral.

Bad Acts. It shall not, and it shall not cause or permit any its subsidiaries, to: (a) misappropriate, misapply or convert any Collections, security deposits, or similar amounts derived from any of the Property; (b) fail to pay any homeowners association dues, taxes, assessments, municipal or governmental rates, charges, impositions, liens and water and sewer rents or any part thereof, heretofore or hereafter imposed upon it or in respect of the Properties, as well as all similar claims which if unpaid might become a lien or charge upon a Borrower, any Property or any other item constituting Collateral or any part thereof (“HOA or Tax Amounts”), unless, in each case, they (i) constitute De Minimis Liens, HOA or Tax Amounts or (ii) the same are not delinquent and are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP, but only to the extent of: (x) Collections received with respect to the Properties and funds in the Insurance and Tax Reserve Account available to pay such HOA or Tax Amounts; and (y) amounts distributed to the Borrowers or Borrower Representative pursuant to Section 2.8(b)(xiii) of the Credit Agreement as a result of a failure to include in the Insurance and Tax Reserve Account Required Amounts sufficient amounts for HOA or Tax Amounts, whether such failure resulted from a miscalculation or otherwise (and for avoidance of doubt, unpaid HOA or Tax Amounts shall constitute losses under this subsection (ii), but only to the extent of (x) and (y) above); (c) remove and fail to replace (with personal property of the same utility and of similar value) any fixtures, equipment, and/or other articles of personal property owned by it and attached as fixtures to, or used as fixtures in connection with, any Property owned by it, except for removal of obsolete or unnecessary fixtures in the ordinary course of maintaining and renovating such Property; (d) misapply, misappropriate or convert or permit, to the extent of its power, any of its Affiliates to misappropriate, misapply or convert of any Insurance Proceeds, construction proceeds, Condemnation Proceeds, Conveyance Proceeds, any amounts withdrawn from the Ongoing Reserve 53570.000371 EMF_US 44362017v35 Account for the payment of Qualified Expenses or Excess Expenses, any amounts withdrawn from the Insurance and Tax Reserve Account for the payment of any real property taxes or assessments or insurance premiums, any amounts withdrawn from the Renovation Cost Reserve Account for the payment of renovation costs, any amounts withdrawn from the Insurance Proceeds Account for the payment of costs and expenses of repairs to any related Property, any amounts withdrawn from the Flood Damage Reserve Account for the payment of costs and expenses of repairs to any related flood damage Property and/or security deposits affecting any Property; (e) commit any act(s) of actual waste on or with respect to any Property owned by it; (f) to the extent of Collections received with respect to the Properties and funds in the Insurance and Tax Reserve Account available therefore, fail to maintain insurance with respect to any Property owned by it or otherwise as required in this Agreement; (g) directly or indirectly transfer title to its Equity Interests; (h) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Loan Document; (i) without the prior written consent of the owner of its Equity Interest (the Trust Guarantor, which consent shall be granted only upon prior written consent of the holder of the Equity Interest in the Trust Guarantor), take any action that is, or in contemplation or furtherance of, any Insolvency Action; (j) voluntarily seek, cause or take any action to effect its dissolution or liquidation; (k) assert that this Agreement or any other Loan Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of such Person or any other party thereto; (l) sell, convey, voluntarily transfer or voluntarily encumber any Property or other Collateral other than in compliance with the provisions of this Agreement and the other Loan Documents; or (m) take any action, or fail to take any action, which materially prevents, delays or hinders the perfection of the Lien of the Agent in any portion or all of the Collateral.