Common use of Borrower shall Clause in Contracts

Borrower shall. (a) cause to be done all things necessary to operate and maintain the Property as a condominium; provided, however, that Borrower will not record or file (and will not cause to be recorded or filed) any modifications or amendments to the Condominium Documents in the appropriate land records without Lender’s prior written consent and Borrower shall comply with all Legal Requirements of any Governmental Authorities, including securities laws and regulations, which may apply to the formation and operation of the Condominium or to the sale of units and furnish such evidence of compliance therewith as Lender may reasonably request; (b) not transfer the portion of the Property which is a part of the Condominium or any part thereof and not make any assignment or grant any security interest in the Condominium Declaration or in its rights, benefits or privileges thereunder to anyone other than Lender without the prior written consent of Lender; (c) not, and shall instruct its designees on the Board that they shall not, vote to amend, modify or supplement or terminate or consent to any amendment, modification or supplement or termination of the Condominium Declaration for the Condominium, the by-laws of the Condominium Association or any other Condominium Documents without the prior written consent of Lender, except to correct errors that are clearly clerical in nature nor shall Borrower waive or consent to the waiver of any enforcement of the provisions of any of the foregoing Condominium Documents with respect to any other owner of a condominium unit, if any, that is subject to the Condominium Declaration if such waiver, consent or waiver of enforcement is reasonably likely to adversely affect ▇▇▇▇▇▇’s rights or remedies hereunder; (d) timely pay any and all Common Charges and expenses made against the portion of the Property then owned by Borrower pursuant to the Condominium Documents within ten (10) Business Days after the same shall become due and payable but in all respects before the same become delinquent. In the event that Borrower fails to make such payments as the same become due and payable, Lender may from time to time at its option, but without any obligation to do so, make any such payments, and the same shall be added to the Debt secured by the Loan Documents, and shall bear interest until repaid at the Default Rate; (e) comply (and cause compliance by the Condominium Association to the extent controlled by Borrower) in all respects with all of the terms, covenants and conditions on Borrower’s part (and the Condominium Association’s part to the extent controlled by Borrower) to be complied with pursuant to the Condominium Declaration for the Condominium, the by laws of the Condominium Association, any rules and regulations that may be adopted for the Condominium, any other Condominium Documents, the Condominium Act and all rules and regulations promulgated thereunder by any Governmental Authority, and all other applicable Legal Requirements, as the same may apply to the Property or the Condominium Association (to the extent Controlled by Borrower) or to Borrower from time to time as the same shall be in force and effect from time to time; (f) take all actions as may be necessary from time to time to preserve and maintain the Property in accordance with the securities and condominium laws of the State of New York and the rules and regulations pertaining thereto; (g) not, without the prior written consent of Lender, take (and Borrower hereby assigns to Lender any right it may have to take) any action to abandon or terminate the Condominium, withdraw the Property from the Condominium Act and the rules and regulations pertaining thereto, or subdivide or cause a partition of the Property; (h) not, without the prior written consent of Lender, exercise any right it may have to vote for (i) the expenditure of Insurance Proceeds or a condemnation award for the Restoration of the Property, (ii) any material alterations to the common elements of the Condominium, or (iii) any borrowing on behalf of the Condominium Association; (i) seek ▇▇▇▇▇▇’s review and obtain ▇▇▇▇▇▇’s prior written approval of any vote of Borrower in its capacity as a unit owner of a condominium unit that is subject to the Condominium Declaration, or any vote of its designees on the Board, to any engagement of or change of managing agent and any amendment to the management agreement for the operation of the Condominium or any units comprising the Property, as well as the original and any revision of any operating and/or capital budgets (provided that any manager of the Property approved by ▇▇▇▇▇▇ shall be deemed to be approved for this purpose); (j) promptly deliver to Lender a true and full copy of each and every written notice of default or notice requiring the performance of any act by ▇▇▇▇▇▇▇▇ received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents; (k) provide Lender such information and documentation relating to the Condominium as Lender shall reasonably request; (l) shall maintain control of the Condominium Association for as long as it is permitted to do so under applicable Legal Requirements and shall not, without ▇▇▇▇▇▇’s prior written approval, transfer Control of the Condominium Association to any party prior to the time Borrower is required to do so by the Condominium Act; and (m) shall deliver or cause to be delivered to Lender true, correct and complete copies of any modifications or amendments to the Condominium Documents entered into after the date hereof.

Borrower shall. (a) maintain or cause to be done kept and maintained proper and accurate books and records, in accordance with GAAP, reflecting the financial affairs of Borrower and the other Loan Parties and all things necessary to operate items of income and maintain expense and any services, equipment or furnishings provided in connection with the Property as a condominium; provided, however, that Borrower will not record or file (and will not cause to be recorded or filed) any modifications or amendments to the Condominium Documents in the appropriate land records without Lender’s prior written consent and Borrower shall comply with all Legal Requirements of any Governmental Authorities, including securities laws and regulations, which may apply to the formation and operation of the Condominium Project, whether such income or expense is realized by Borrower, Mortgage Borrower, or any Affiliate of any Loan Party. Lender shall have the right from time to time during normal business hours upon reasonable notice to Borrower to examine such books and records at the sale office of units Borrower or other Person maintaining such books and furnish records and to make such evidence of compliance therewith copies or extracts thereof as Lender may reasonably requestshall desire. Borrower shall pay any costs incurred by Lender to examine such books, records and accounts, as Lender shall determine to be necessary or appropriate in the protection of Lender's interest; (b) not transfer furnish to Lender annually, within ninety (90) days following the portion end of each Fiscal Year, a complete copy of Borrower' and the Property which is Mortgage Borrower's annual financial statements audited by an accounting firm acceptable to Lender, prepared in accordance with GAAP, covering the Project, including statements of income and expense and cash flow for Borrower and the Mortgage Borrower and the Project and a part of balance sheet for Borrower and the Condominium or any part thereof Mortgage Borrower. Such statements shall set forth Net Operating Income, Gross Revenues and not make any assignment or grant any security interest in Operating Expenses for the Condominium Declaration or in its rights, benefits or privileges thereunder to anyone other than Lender without the prior written consent of LenderProject; (c) not, and shall instruct its designees furnish to Lender on or before the Board that they shall not, vote to amend, modify or supplement or terminate or consent to any amendment, modification or supplement or termination forty-fifth (45th) day after the end of the Condominium Declaration for the Condominiumeach calendar quarter, the byfollowing items: (i) quarterly and year-laws to-date statements of the Condominium Association or any other Condominium Documents without the prior written consent of Lender, except to correct errors that are clearly clerical in nature nor shall Borrower waive or consent to the waiver of any enforcement of the provisions of any of the foregoing Condominium Documents income and expense and cash flow prepared for such quarter with respect to any other owner of the Project, with a condominium unit, if any, that is subject to balance sheet for such quarter for Borrower and Mortgage Borrower; (ii) a current rent roll for the Condominium Declaration if such waiver, consent or waiver of enforcement is reasonably likely to adversely affect ▇▇▇▇▇▇’s rights or remedies hereunderProject; (d) timely pay furnish Lender concurrently with delivery of financial statements under clauses (b), (c) and (d) above, an Officer's Certificate (i) certifying, to Borrower's knowledge, as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying, to Borrower's knowledge, that such items are true, correct, accurate and all Common Charges complete and expenses made against fairly present the portion financial condition and results of the Property then owned by operations of Borrower, Mortgage Borrower pursuant to and the Condominium Documents within ten Project in accordance with GAAP as applicable, (10iii) Business Days after the same shall become due and payable but in all respects before the same become delinquent. In the event that Borrower fails to make such payments as the same become due and payable, Lender may from time to time at its option, but without any obligation to do so, make any such paymentssetting forth reasonably detailed calculations of, and the same shall be added to the Debt secured by demonstrating compliance with, any financial covenants set forth in the Loan Documents, and shall bear interest until repaid at (iv) stating whether any change in GAAP or in the Default Rate; (e) comply (and cause compliance by application thereof has occurred since the Condominium Association to the extent controlled by Borrower) in all respects with all date of the termsmost recent audited financial statements and, covenants and conditions on Borrower’s part (and if any such change has occurred, specifying the Condominium Association’s part to the extent controlled by Borrower) to be complied with pursuant to the Condominium Declaration for the Condominium, the by laws effect of the Condominium Association, any rules and regulations that may be adopted for the Condominium, any other Condominium Documents, the Condominium Act and all rules and regulations promulgated thereunder by any Governmental Authority, and all other applicable Legal Requirements, as the same may apply to the Property or the Condominium Association (to the extent Controlled by Borrower) or to Borrower from time to time as the same shall be in force and effect from time to time; (f) take all actions as may be necessary from time to time to preserve and maintain the Property in accordance with the securities and condominium laws of the State of New York and the rules and regulations pertaining thereto; (g) not, without the prior written consent of Lender, take (and Borrower hereby assigns to Lender any right it may have to take) any action to abandon or terminate the Condominium, withdraw the Property from the Condominium Act and the rules and regulations pertaining thereto, or subdivide or cause a partition of the Property; (h) not, without the prior written consent of Lender, exercise any right it may have to vote for (i) the expenditure of Insurance Proceeds or a condemnation award for the Restoration of the Property, (ii) any material alterations to the common elements of the Condominium, or (iii) any borrowing on behalf of the Condominium Association; (i) seek ▇▇▇▇▇▇’s review and obtain ▇▇▇▇▇▇’s prior written approval of any vote of Borrower in its capacity as a unit owner of a condominium unit that is subject to the Condominium Declaration, or any vote of its designees such change on the Board, to any engagement of or change of managing agent and any amendment to the management agreement for the operation of the Condominium or any units comprising the Property, as well as the original and any revision of any operating and/or capital budgets (provided that any manager of the Property approved by ▇▇▇▇▇▇ shall be deemed to be approved for this purpose); (j) promptly deliver to Lender a true and full copy of each and every written notice of default or notice requiring the performance of any act by ▇▇▇▇▇▇▇▇ received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents; (k) provide Lender financial statements accompanying such information and documentation relating to the Condominium as Lender shall reasonably request; (l) shall maintain control of the Condominium Association for as long as it is permitted to do so under applicable Legal Requirements and shall not, without ▇▇▇▇▇▇’s prior written approval, transfer Control of the Condominium Association to any party prior to the time Borrower is required to do so by the Condominium Act; and (m) shall deliver or cause to be delivered to Lender true, correct and complete copies of any modifications or amendments to the Condominium Documents entered into after the date hereofOfficer's Certificate.