REOA Clause Samples
REOA. (a) Mortgage Borrower is a party (either directly or as a successor-in-interest) to the REOA and has not been amended or modified and Mortgage Borrower’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease);
(b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect;
(c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA;
(d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA;
(e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA;
(f) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA;
(g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and
(h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.
REOA. Borrower shall cause Mortgage Borrower to comply with Section 5.1.30 of the Mortgage Loan Agreement.
REOA. (a) The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows:
(b) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, vote to materially and adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect, except that (i) Lender shall not unreasonably withhold or delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Borrower pursuant to the terms of a REOA;
(c) Borrower shall not, without the prior written consent of Lender, as determined in its reasonable discretion, take (and hereby assigns to Lender (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and
(d) Borrower shall not assign (other than to Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Borrower may grant Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease.
REOA. Borrower hereby represents and warrants to Lender that: Other than the Loan Documents, the Borrower Operating Agreement, Senior Mezzanine Borrower Company Agreement, the Maryland Owner Company Agreements and Mortgage Borrower Company Agreements, as of the date of this Agreement, Borrower is not subject to any Contractual Obligations and has not entered into any agreement, instrument or undertaking by which it or its assets are bound, or has incurred any Indebtedness, and prior to the date of this Agreement and Borrower has not entered into any Contractual Obligation, or any agreement, instrument or undertaking by which it or its assets are bound or incurred any Indebtedness.
(a) each of Mortgage Borrower or Maryland Owner is a party to each REOA and each REOA is in full force and effect and has not been amended or modified and each of Mortgage Borrower’s or Maryland Owner’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Lender pursuant to the Mortgage Loan Documents;
(b) each REOA is in full compliance with all applicable local, state and federal laws, rules and regulations,
REOA. The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows:
(a) Fee Borrower shall not, without Lender’s prior written consent, materially amend, modify or supplement, or consent to or suffer the material amendment, modification or supplementation of, the REOA except that Lender shall not unreasonably withhold or delay its consent to any amendment or modification which is not reasonably likely to have a Material Adverse Effect;
(b) Fee Borrower shall not, without the prior written consent of Lender, as determined in its sole discretion, take (and hereby assigns to Lender any right it may have to take) any action to terminate, surrender, or accept any termination or surrender of, the REOA; and
(c) Fee Borrower shall not assign (other than to Lender) or encumber its rights under the REOA.
REOA. On Closing, Smart, as the owner of the Retained Lands, and the Limited Partnership, as the owner of the Lands, shall enter into a reciprocal easement and operating agreement (“REOA”) which shall on Closing be registered on title to the Lands and the Retained Lands. The REOA shall be settled pursuant to Section 4.8(a)(iii) and shall contain, inter alia, the following provisions: (i) Smart, as the owner of the Retained Lands, shall grant a right in the nature of a perpetual easement in favour of the Limited Partnership on, over, along, across, under and through that part of the Retained Lands identified in yellow on the site plan attached as Schedule B for the purpose of the ingress and egress of pedestrian and motor vehicles to and from the Lands (the “Access Easement”); (ii) the Lands shall always have frontage to a public roadway in order to satisfy the applicable frontage requirements, if any, under Applicable Laws (such portion of the Lands being referred to as the “Frontage Lands”); (iii) the location of the Frontage Lands may from time to time, on prior written notice and without compensation to the Limited Partnership, be reconfigured by Smart, as the owner of the Retained Lands, provided that the Lands always satisfy the applicable frontage requirements, if any, under Applicable Laws; and (v) the Limited Partnership shall agree, as owner of the Lands, not to object directly, or indirectly, to any redevelopment and/or rezoning of the Retained Lands from and after Closing, provided that no part of the Retained Lands shall be used as a Self-Storage Facility.
REOA. The “REOA” is that certain Reciprocal Easement and Operation Agreement described in Item 4 of Schedule B of Seller’s Title Policy. Seller has not received any written notice that Seller is in default of any material obligations of Seller under the REOA, which default has not been cured. Seller has not delivered written notice to any other party under the REOA of a default on the part of such party that has not been cured.
REOA. To Borrower’s knowledge, the REOA (as such term is defined in the Security Instrument) is currently in full force and effect and is unmodified. Borrower is unaware of any default under the REOA. Any and all consents and approvals required to be obtained under the REOA for consummation of the Transfer have been obtained and delivered to Lender.