GRANTED, THE RIGHT TO ENTER UPON THE PROJECT AT ANY REASONABLE TIME, UPON
REASONABLE NOTICE AND
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FROM TIME TO TIME FOR THE PURPOSE OF TAKING ANY SUCH ACTION, AND ANY SUCH
AMOUNTS SO PAID BY ADMINISTRATIVE AGENT, AND THE REASONABLE OUT-OF-POCKET COST
OF SUCH ACTIONS BY ADMINISTRATIVE AGENT, SHALL BE REIMBURSED BY BORROWER WITHIN
FIVE (5) BUSINESS DAYS OF WRITTEN NOTICE TO BORROWER FROM ADMINISTRATIVE AGENT
AND IF NOT SO REIMBURSED SHALL BE ADDED TO THE INDEBTEDNESS AND SHALL BEAR
INTEREST AT THE DEFAULT RATE UNTIL REIMBURSED.
(C)
WITHOUT ADMINISTRATIVE AGENT'S PRIOR CONSENT (WHICH SHALL NOT
BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), BORROWER SHALL NOT VOTE AT
ANY MEETING OF OWNERS OF UNITS OR PERMIT ITS REPRESENTATIVES ON THE CONDOMINIUM
BOARD TO VOTE, OR TAKE ANY ACTION WHATSOEVER, RESPECTING (I) ANY MATERIAL
MODIFICATION, CHANGE, SUPPLEMENT, ALTERATION OR AMENDMENT TO ANY OF THE
CONDOMINIUM DOCUMENTS, (II) THE REMOVAL OF A UNIT CONSTITUTING A PORTION OF THE
PROJECT FROM THE CONDOMINIUM, (III) ANY PARTITION OF ALL OR A PART OF THE
PROPERTY SUBJECT TO THE CONDOMINIUM DECLARATION, (IV) ANY WAIVER OR RELEASE OF
ANY MATERIAL RIGHTS OF BORROWER UNDER THE CONDOMINIUM DOCUMENTS OR ANY MATERIAL
INCREASE IN THE OBLIGATIONS OF BORROWER THEREUNDER, (V) ANY ADVERSE CHANGE IN
THE NATURE OF OR DECREASE IN THE AMOUNT OF ANY INSURANCE COVERING ALL OR A PART
OF THE PROJECT AND/OR THE COMMON ELEMENTS AND THE DISPOSITION OF ANY PROCEEDS
THEREOF WHICH WOULD CAUSE A VIOLATION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, (VI) THE DISPOSITION OF ANY EXCESS INSURANCE OR CONDEMNATION
PROCEEDS, (VII) A RESPONSE TO OR ACTION UPON ANY CASUALTY, CONDEMNATION,
MATERIAL ALTERATION OR ANY OTHER MATTER WHICH REQUIRES ADMINISTRATIVE AGENT'S
APPROVAL HEREUNDER OR THE OTHER LOAN DOCUMENTS OR IS, IN EACH CASE, PROHIBITED
HEREUNDER OR THE OTHER LOAN DOCUMENTS UNLESS BORROWER SATISFIES THE RELEVANT
CONDITIONS UNDER THE LOAN DOCUMENTS APPLICABLE TO THE MATTER FOR WHICH
ADMINISTRATIVE AGENT'S APPROVAL IS REQUIRED HEREUNDER OR THE OTHER LOAN
DOCUMENTS, OR (VIII) THE ASSESSMENT OR LEVY OF ANY SPECIAL ASSESSMENT.
(D)
BORROWER SHALL NOT TAKE (OR CAUSE TO BE TAKEN) ANY ACTION
UNDER THE CONDOMINIUM DOCUMENTS THAT WOULD BE REASONABLY EXPECTED TO RESULT IN
THE MORTGAGE NOT BEING "PERMITTED MORTGAGE" AND/OR ADMINISTRATIVE AGENT NOT
BEING A "PERMITTED MORTGAGEE" OF THE PROJECT WITHIN THE MEANING OF THE
CONDOMINIUM DECLARATION.
(E)
SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE CONDOMINIUM PROXY, BORROWER HAS APPOINTED ADMINISTRATIVE AGENT AS BORROWER'S
TRUE AND LAWFUL ATTORNEY AND PROXY TO VOTE, CONSENT AND OTHERWISE ACT, ON BEHALF
OF BORROWER UNDER THE CONDOMINIUM DOCUMENTS, AS A UNIT OWNER WITH RESPECT TO
BORROWER'S OWNERSHIP OF THE UNITS CONSTITUTING THE PROJECT, AT ALL ANNUAL,
SPECIAL, AND OTHER MEETINGS OF THE UNIT OWNERS OF THE CONDOMINIUM (OR BY WRITTEN
CONSENT IN LIEU THEREOF) AND AT ANY OTHER TIME BORROWER IS REQUIRED TO VOTE,
CONSENT OR ACT AS A UNIT OWNER, INCLUDING WITHOUT LIMITATION, THE RIGHT TO
DESIGNATE, REMOVE, OR REPLACE THE MEMBERS AND OFFICERS OF THE CONDOMINIUM BOARD
THAT BORROWER IS