Estoppel Certificates. (a) The Borrower, within ten (10) days after the Administrative Agent’s request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request. (b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 8 contracts
Sources: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten fifteen (1015) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, within a reasonable time following request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender reasonably may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than once annually, and at Borrower's sole cost and expense, Lender shall furnish to Borrower a statement setting forth (i) the unpaid principal amount of the Note, and (ii) the balance of the sums held in escrow pursuant to the Reserve and Security Agreement.
Appears in 8 contracts
Sources: Mortgage and Security Agreement (Corporate Property Associates 15 Inc), Mortgage and Security Agreement (Corporate Property Associates 15 Inc), Mortgage and Security Agreement (Corporate Property Associates 15 Inc)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten twenty (1020) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
Appears in 7 contracts
Sources: Mortgage and Security Agreement (Pennsylvania Real Estate Investment Trust), Mortgage and Security Agreement (Pennsylvania Real Estate Investment Trust), Mortgage and Security Agreement (Pennsylvania Real Estate Investment Trust)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten fifteen (1015) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender reasonably may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than once annually, and at Borrower's sole cost and expense, Lender shall furnish to Borrower a statement setting forth (i) the unpaid principal amount of the Note, and (ii) the balance of the sums held in escrow pursuant to the Reserve and Security Agreement.
Appears in 3 contracts
Sources: Deed of Trust and Security Agreement (Corporate Property Associates 15 Inc), Deed of Trust and Security Agreement (Corporate Property Associates 15 Inc), Deed of Trust and Security Agreement (Corporate Property Associates 15 Inc)
Estoppel Certificates. Tenant shall, without charge, at any time and from time-to-time, within fifteen (15) days after receipt of request therefor by Landlord, execute, acknowledge and deliver to Landlord a written estoppel certificate, in such form as may be determined by Landlord, certifying to Landlord, Landlord's Mortgagee, any purchaser of Landlord's interest in the Building, or any other person designated by Landlord, as of the date of such estoppel certificate, the following, without limitation: (a) whether Tenant is in possession of the Premises; (b) whether this Lease is in full force and effect; (c) whether there have been any amendments to this Lease, and if so, specifying such amendments; (d) whether there are then existing any set-offs or defenses against the enforcement of any rights hereunder, and if so, specifying such matters in detail; (e) the dates, if any, to which any rent or other charges have been paid in advance and the amount of any Security Deposit held by Landlord; (f) that Tenant has no knowledge of any then existing defaults of Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that Tenant has no knowledge of any event having occurred that authorizes the termination of this Lease by Tenant, or if such event has occurred, specifying it in detail; and (h) the address to which notices to Tenant under this Lease should be sent. Any such certificate may be relied upon by the person or entity to whom it is directed or by any other person or entity who could reasonably be expected to rely on it in the normal course of business. The Borrowerfailure of Tenant to execute, acknowledge and deliver such a certificate in accordance with this Section 28 within ten fifteen (1015) days after the Administrative Agent’s requesta request therefor by Landlord shall constitute an acknowledgment by Tenant, shall furnish which may be relied on by any person who would be entitled to the Administrative Agent a written statementrely upon any such certificate, duly acknowledged, certifying that such certificate as submitted by Landlord to the Administrative Agent Tenant is true and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably requestcorrect.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 3 contracts
Sources: Massachusetts Full Service Office Lease (Harbor Global Co LTD), Office Lease (Excalibur Technologies Corp), Office Lease (Quepasa Com Inc)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of each Note and the Outstanding Principal Amount then owing under this Agreement and each of the NotesMortgage Loan, (ii) the unpaid principal amount of each Note and the Mortgage Loan, (iii) the rate of interest of the Loan and the Mortgage Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, Loan and the Maturity Date)Mortgage Loan, (iiiv) the date to which installments of interest has been and/or principal were last paid under each of the NotesLoan and the Mortgage Loan, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof and thereof, (vix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Pledge Agreement, the Collateral or any Individual Property.
(b) Borrower shall cause Mortgage Borrower to use its commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding its Lease as Lender may reasonably require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under such Lease.
(c) Borrower shall or shall cause Mortgage Borrower to use commercially reasonable efforts to deliver to Lender, within ten (10) Business Days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Northstar Realty Finance Corp.), Mezzanine Loan Agreement (NorthStar Healthcare Income, Inc.)
Estoppel Certificates. (a) The BorrowerAfter written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to [***] such report per fiscal year of the Credit Parties, the Credit Parties, within ten (10) [***] days after the Administrative Agent’s requestand at their expense, shall will furnish to the Administrative Agent with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (ia) the amount of the Outstanding Principal Amount then owing under this Agreement original principal amount of the Notes, and each the unpaid principal amount of the Notes, (iib) the terms rate of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (ivc) whetherthe date payments of interest and/or principal were last paid, to the Borrower’s knowledge, (d) any offsets or defenses exist against to the repayment payment of the Loans andObligations, and if any are alleged to existalleged, a reasonably detailed description the nature thereof, (ve) that the Notes and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the period of time it has existed, and the action being taken to remedy such Default; provided that Agent shall have provided the Register to the Credit Parties, upon a Credit Party’s request, prior to the Credit Parties being required to furnish such statement to Agent. After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to one (1) such request per [***] month period, the Credit Parties, within [***] days and at their expense, will furnish Agent with a certificate, signed by a Responsible Officer of the Credit Parties, updating all of the representations and warranties contained in this Agreement and the other Financing Documents and certifying that all of the representations and warranties contained in this Agreement and the other Financing Documents, as updated in accordance with this Agreement from time to time, are true, accurate and complete as of the date of such certificate (except to the extent such representation or warranty expressly relates to an earlier date, in which the Loan Documents have been Modified by the Borrower case such representation or warranty shall be true, accurate and (vi) complete in all material respects as of such other information as the Administrative Agent shall reasonably requestearlier date).
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 2 contracts
Sources: Credit, Security and Guaranty Agreement (Term Loan) (Cerus Corp), Credit, Security and Guaranty Agreement (Term Loan) (Cerus Corp)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, except as provided in such statement and to the best of Borrower’s 's knowledge, there are no defaults or events which with the passage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect, (vx) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) With respect to commercial Leases, Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease, provided, however, that if any of the foregoing is not true, then the estoppel certificates shall so state.
(c) Upon any transfer or proposed transfer contemplated by Section 19.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 19.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
Appears in 2 contracts
Sources: Open End Mortgage and Security Agreement (Associated Estates Realty Corp), Open End Mortgage and Security Agreement (Associated Estates Realty Corp)
Estoppel Certificates. Upon not less than seven (a7) The Borrowerdays’ prior notice by Landlord, within ten Tenant shall execute and deliver to Landlord a statement certifying (10i) days after the Administrative Agent’s requestCommencement Date, shall furnish to (ii) the Administrative Agent a written statementTermination Date, duly acknowledged, certifying to (iii) the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee dates of any portion amendments or modifications to this Lease, (iv) that this Lease was properly executed and is in full force and effect without amendment or modification, or, alternatively, that this Lease and all amendments and modifications have been properly executed and are in full force and effect, (v) the current annual Basic Rent, the current monthly installments of Basic Rent and the interests hereunder: date on which Tenant’s obligation to pay Basic Rent commenced, (ivi) the current monthly installment of Additional Rent for Taxes and Landlord’s Operating Expenses, (vii) the date to which Basic Rent and Additional Rent have been paid, (viii) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notessecurity deposit, if any, (iiix) if applicable, that all work to be done to the terms of payment Premises by Landlord has been completed in accordance with this Lease and Stated Maturity Date of has been accepted by Tenant, except as specifically provided in the Loans (or if earlier, the Maturity Date)estoppel certificate, (iiix) the date to which interest that no installment of Basic Rent or Additional Rent has been paid under each of the Notesmore than thirty (30) days in advance, (ivxi) whetherthat Tenant is not in arrears in the payment of any Basic Rent or Additional Rent, (xii) that, to the Borrowerbest of Tenant’s knowledge, neither party to this Lease is in default in the keeping, observance or performance of any offsets covenant, agreement, provision or defenses exist condition contained in this Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would result in a default by either party, except as specifically provided in the estoppel certificate, (xiii) that, to the best of Tenant’s knowledge, Tenant has no existing defenses, offsets, liens, claims or credits against the repayment Basic Rent or Additional Rent or against enforcement of this Lease by Landlord, (xiv) that Tenant has not been granted any options or rights of first refusal to extend the Term, to lease additional space, to terminate this Lease before the Termination Date or to purchase the Premises, except as specifically provided in this Lease, (xv) that Tenant has not received any notice of violation of any Legal Requirement or Insurance Requirement relating to the Building or the Premises, (xvi) that Tenant has not assigned this Lease or sublet all or any portion of the Loans and, if any are alleged to exist, a reasonably detailed description thereofPremises except as specifically provided in the estoppel certificate, (vxvii) the extent that to which the Loan Documents Tenant’s knowledge, no Hazardous Materials have been Modified generated, manufactured, refined, transported, treated, stored, handled, disposed or spilled on or about the Premises by the Borrower Tenant or any of Tenant’s employees, agents or contractors, and (vixviii) such other information matters as the Administrative Agent shall reasonably request.
(b) The Administrative Agentrequested by Landlord. Tenant hereby acknowledges and agrees that such statement may be relied upon by any mortgagee, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to purchaser, tenant, subtenant, mortgagee or assignee of any mortgage, of the Borrower Property or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modifiedthereof.
Appears in 2 contracts
Sources: Sublease (Roka BioScience, Inc.), Sublease (Roka BioScience, Inc.)
Estoppel Certificates. (a) The BorrowerAt any time, within ten and from time to time, Lessee shall, promptly and in no event later than twenty (1020) days after a request from Lessor or any Lender or mortgagee of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the Administrative Agent’s requestcase may be, shall furnish to a certificate in the Administrative Agent a written statementform supplied by Lessor, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereundercertifying: (ia) that Lessee has accepted the amount of the Outstanding Principal Amount then owing under Property; (b) that this Agreement Lease is in full force and each of the Notes, (ii) the terms of payment effect and Stated Maturity Date of the Loans has not been modified (or if earliermodified, setting forth all modifications), or, if this Lease is not in full force and effect, the Maturity Date), certificate shall so specify the reasons therefor; (iiic) the commencement and expiration dates of the Lease Term; (d) the date to which interest the Rental has been paid under each this Lease and the amount thereof then payable; (e) whether there are then any existing defaults by Lessor in the performance of the Notesits obligations under this Lease, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if there are any are alleged such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease which has not been cured, except as to exist, a reasonably detailed description thereof, defaults specified in the certificate; (vg) the extent capacity of the Person executing such certificate, and that such Person is duly authorized to which execute the Loan Documents have been Modified by the Borrower same on behalf of Lessee; and (vih) such other information as that neither Lessor nor any Lender or mortgagee has actual involvement in the Administrative Agent shall reasonably requestmanagement or control of decision making related to the operational aspects or the day-to-day operation of the Property, including any handling or disposal of Hazardous Materials or Regulated Substances.
(b) The Administrative AgentAt any time, within ten and from time to time, Lessor shall, promptly and in no event later than twenty (1020) days after a request from Lessee or any Lender or mortgagee of Lessee, execute, acknowledge and deliver to Lessee or such Lender or mortgagee, as the Borrower’s reasonable request thereforcase may be, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest certificate in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Creditform supplied by Lessee, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guaranteecertifying: (ia) the amount of the Outstanding Principal Amount, (ii) the terms of payment that this Lease is in full force and Stated Maturity Date of the Loans effect and has not been modified (or if earliermodified, setting forth all modifications), or, if this Lease is not in full force and effect, the Maturity Date), certificate shall so specify the reasons therefor; (iiib) the commencement and expiration dates of the Lease Term; (c) the date to which interest the Rental has been paid under each of this Lease and the Notes, amount thereof then payable; (ivd) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, whether there are then any Defaults on existing defaults by Lessee in the part performance of the Borrower its obligations under this Agreement or under any of the other Loan DocumentsLease, and, if there are any are alleged such defaults, specifying the nature and extent thereof; (e) that no notice has been received by Lessor of any default under this Lease which has not been cured, except as to exist, a detailed description thereof defaults specified in the certificate; and (vf) the extent capacity of the Person executing such certificate, and that such Person is duly authorized to which execute the Loan Documents have been Modifiedsame on behalf of Lessor.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Four Corners Property Trust, Inc.), Lease Agreement (Four Corners Property Trust, Inc.)
Estoppel Certificates. (a) The BorrowerFurnish to Lender or any proposed assignee, within ten (10) days after the Administrative Agent’s requestreceipt of a request therefor, shall furnish to the Administrative Agent with a written statement, duly acknowledged, certifying acknowledged and certified by Borrower setting forth to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: Borrower's knowledge (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of each Note, (iii) the rate of interest of each Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)each Note, (iiiv) the date to installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, there are no defaults or events which interest has been paid with the passage of time or the giving of notice or both, would constitute an event of default under this Loan Agreement, (vii) this Loan Agreement, each Note and each of the Notesother Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ivviii) whether, to the Borrower’s knowledge, whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents rents under each Lease have been Modifiedpaid, (xi) whether or not, to the best knowledge of such Borrower, any default exists under any Lease and setting forth the specific nature of any such default, (xii) the amount of security deposits held or paid by such Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to this Loan Agreement, the obligations secured hereby, the Properties, the Leases or the Collateral.
(b) Upon any transfer or proposed transfer contemplated by SECTION 9.13, at Lender's request, Borrower shall provide, an estoppel certificate to the Investor (defined in SECTION 9.13) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
Appears in 2 contracts
Sources: Loan Agreement (Checkers Drive in Restaurants Inc /De), Loan Agreement (Checkers Drive in Restaurants Inc /De)
Estoppel Certificates. Tenant agrees, at any time and from time to time, as requested by Landlord, upon not less than fifteen (15) days’ prior notice, to execute and deliver to Landlord a written statement executed and acknowledged by Tenant (a) The Borrowerstating that this Lease is then in full force and effect and has not been modified (or if modified, within ten setting forth all modifications), (10b) days after setting forth the Administrative Agent’s requestthen annual Fixed Rent, shall furnish (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion best knowledge of the interests hereunder: Tenant, Landlord is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (ie) stating the amount of the Outstanding Principal Amount then owing under this Agreement Security Deposit, (f) stating whether Tenant possesses any renewal, extension, expansion, contraction or termination options and each their respective terms, if any, (g) stating whether Landlord has fulfilled all obligations with regard to delivery of the NotesPremises to Tenant, (iih) stating whether there are any subleases affecting the terms Premises, (i) stating the address of payment Tenant to which all notices and Stated Maturity communications under the Lease shall be sent, the Commencement Date and the Expiration Date, and (j) as to any other matters reasonably requested by Landlord. Tenant acknowledges that any statement delivered pursuant to this Section 9.5 may be relied upon by others with whom Landlord may be dealing, including any purchaser or owner of the Loans (Real Property or if earlierthe Building, the Maturity Date), (iii) the date to which interest has been paid under each or of the Notes, (iv) whether, to the BorrowerLandlord’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower Real Property or the Building or any prospective permitted lender to the Borrower Superior Lease, or by any lender providing any Guaranteed Line of CreditMortgagee, as to which the Borrower Superior Lessor or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been ModifiedLandlord’s mezzanine lender.
Appears in 2 contracts
Sources: Lease Agreement (Groupon, Inc.), Lease Agreement (Groupon, Inc.)
Estoppel Certificates. (a) The Borrower, within ten (10) days after the Administrative Agent’s request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a GuaranteeBorrower: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 2 contracts
Sources: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Estoppel Certificates. (a) The After request by Lender , (which such request shall be made no more often than once in any twelve (12) month period (unless during the continuance of a Trigger Period and/or in connection with any Secondary Market Transaction)), Borrower, within ten (10) days after the Administrative Agent’s of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesLoan, (ii) the unpaid principal amount of the Loan, (iii) the rate of interest of the Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Loan, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request (which such request shall be made no more often than once in any twelve (12) month period (unless during the continuance of a Trigger Period and/or in connection with any Secondary Market Transaction)), duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at Lender’s reasonable request and only at the time of the consummation of any Secondary Market Transaction, Borrower shall provide an estoppel certificate, in such form, substance and detail as required pursuant to clause (a) above, to any Investor or any prospective Investor that (i) is purchasing (or potentially purchasing) a direct interest in the Loan or (ii) is (or potentially will be) the “B- Buyer” in any Securitization.
Appears in 2 contracts
Sources: Loan Agreement (Clipper Realty Inc.), Loan Agreement (Clipper Realty Inc.)
Estoppel Certificates. (a) The Borrower, within ten (10) Within 10 days after the Administrative Agent’s of Lender's request, shall furnish Grantor will deliver to Lender or to any entity Lender designates a certificate certifying (i) the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion original principal amount of the interests hereunder: Note; (iii) the unpaid principal amount of the Note; (iii) the Fixed Interest Rate; (iv) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, current Debt Service Payments; (v) the extent to which the Loan Documents have been Modified by the Borrower and Maturity Date; (vi) such other information the date a Debt Service Payment was last made; (vii) that, except as may be disclosed in the Administrative Agent shall reasonably requeststatement, there are no defaults or events which, with the passage of time or the giving of notice, would constitute an Event of Default; and (viii) there are no offsets or defenses against any portion of the Obligations except as may be disclosed in the statement.
(b) The Administrative AgentIf Lender requests, within ten Grantor promptly will deliver to Lender or to any entity Lender designates a certificate from each party to any Property Document, certifying that the Property Document is in full force and effect with no defaults or events which, with the passage of time or the giving of notice, would constitute an event of default under the Property Document and that there are no defenses or offsets against the performance of its obligations under the Property Document.
(10c) days after If Lender requests, Grantor promptly will use its commercially reasonable efforts to obtain and deliver to Lender, or to any entity Lender designates, a certificate from each tenant under a Lease then affecting the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledgedProperty, certifying to any prospective permitted purchaser facts regarding the Lease as Lender may require, including that the Lease is in full force and effect with no defaults or events which, with the passage of time or the giving of notice, would constitute an interest event of default under the Lease by any party, that the rent has not been paid more than one month in advance and that the Borrower tenant claims no defense or offset against the performance of its obligations under the Lease; provided, that Lender shall not request such certificates more often than one time in any prospective permitted lender to two calendar year period except for the Borrower or any lender providing any Guaranteed Line purpose of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount sale of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been ModifiedLoan.
Appears in 2 contracts
Sources: Indemnity Deed of Trust, Assignment of Leases and Rents and Security Agreement (Corporate Office Properties Trust), Indemnity Deed of Trust, Assignment of Leases and Rents and Security Agreement (Corporate Office Properties Trust)
Estoppel Certificates. (a) The Borrower, within the REIT and --------------------- Agent, each hereby agree at any time and from time to time upon not less than ten (10) days after prior written notice by Borrower, the Administrative REIT or Agent’s , to execute, acknowledge and deliver to the party specified in such notice, a statement, in writing, certifying whether this Agreement is unmodified (or if there have been modifications stating the modifications hereto), and stating whether or not, to the best knowledge of such certifying party, any Default or Event of Default has occurred and is then continuing, and, if so, specifying each such Default or Event of Default; provided, however, that it -------- ------- shall be a condition precedent to Lender's obligation, as Agent, to deliver the statement pursuant to this Section, that Agent shall receive, together with Borrower's request for such statement, a certificate of a general partner or senior executive officer of Borrower and the REIT, stating that to the best knowledge of such certifying party, no Default or Event of Default exists as of the date of such certificate (or specifying such Default or Event of Default).
(b) Within five (5) Business Days of Agent's request, Borrower shall furnish execute and deliver a certificate of the general partner of Borrower and the REIT or senior executive officer of Borrower and the REIT confirming the then aggregate outstanding principal balance of the Loan, the outstanding principal balance of each Eurodollar Portion and the Base Rate Portion, the Contract Rate for each Loan Portion, the dates to which all interest has been paid, and the Interest Period for each Eurodollar Portion. Such statement shall be binding and conclusive on Borrower and the REIT absent manifest error.
(c) Agent on behalf of the Co-Lenders agrees at any time and from time to time upon not less than ten (10) days prior written notice by Borrower, to execute, acknowledge and deliver to the Administrative Agent party specified in such notice, a written statement, duly acknowledgedin writing, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: stating (i) the amount of the Outstanding Principal Amount then owing current outstanding principal balance under this Agreement and each of the NotesAgreement, (ii) the terms Contract Rate and the interest rate of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date)each outstanding Loan Portion, (iii) the date to which interest whether it has been paid delivered any notices of default under each of the Notes, this Agreement and (iv) whetherwhether this Agreement is unmodified, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, and if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents there have been Modified by modifications, stating the Borrower and (vi) such other information as the Administrative Agent shall reasonably requestmodifications hereto).
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 2 contracts
Sources: Senior Unsecured Revolving Line of Credit Agreement (Sl Green Realty Corp), Loan Agreement (Sl Green Realty Corp)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer of the Property at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate in such form, substance and detail as Lender may require.
Appears in 2 contracts
Sources: Convertible Promissory Notes (Minrad International, Inc.), Mortgage and Security Agreement (Polymer Research Corp of America)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of each Note, the Outstanding Principal Amount then owing under this Agreement Mezzanine A Loan, the Mezzanine B Loan and each of the NotesMortgage Loan, (ii) the unpaid principal amount of each Note, the Mezzanine A Loan, the Mezzanine B Loan and the Mortgage Loan, (iii) the rate of interest of the Loan, the Mezzanine A Loan, the Mezzanine B Loan and the Mortgage Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlierLoan, the Maturity Date)Mezzanine A Loan, the Mezzanine B Loan and the Mortgage Loan, (iiiv) the date to which installments of interest has been and/or principal were last paid under each of the NotesLoan, the Mezzanine A Loan, the Mezzanine B Loan and the Mortgage Loan, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof and thereof, (vix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Pledge Agreement, the Applicable Collateral or any Individual Property.
(b) Borrower shall cause Mortgage Borrower to use its commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding its Lease as Lender may reasonably require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under such Lease.
(c) Borrower shall or shall cause Mortgage Borrower to use commercially reasonable efforts to deliver to Lender, within ten (10) Business Days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Northstar Realty Finance Corp.), Mezzanine Loan Agreement (NorthStar Healthcare Income, Inc.)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to installments of interest and/or principal were last paid. (vi) that, except as provided in such statement, there are no defaults or events which interest has been paid with the passage of time or the giving of notice or both, would constitute an event of default under each of the NotesNote or the Security Instrument, (ivvii) whetherthat the Note and this Security Instrument are valid, to the Borrower’s knowledgelegal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 19.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 19.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Cedar Income Fund LTD /Md/)
Estoppel Certificates. (a) The Borrower30.1 Tenant shall, without charge to Landlord, at any time and from time to time, within ten (10) days after the Administrative Agent’s request, shall furnish to the Administrative Agent a certify by written statementinstrument, duly acknowledgedexecuted, certifying acknowledged and delivered, to Landlord or any other person, firm or corporation specified by Landlord:
(a) that this lease is unmodified and in full force and effect or, if there have been any modifications, that the Administrative Agent same is in full force and each Lender and/oreffect as modified and stating the modifications or, subject to indicating that this lease is not in full force and effect if appropriate and stating the reason why;
(b) that any existing Improvements required by the terms of Section 14.07this lease to be completed by Landlord have been completed to the satisfaction of Tenant or specifying any Improvements which require correction by Landlord;
(c) whether or not there are then existing any set-offs or defense against the enforcement of any of the agreements, terms, covenants or conditions of this lease and any proposed assignee modifications thereto upon the part of the certifying party to be performed or complied with and, if so, specifying the same;
(d) the amount of monthly Base Rent and Additional Rent then due under this lease, the dates, if any, to which any portion of the interests hereunder: Base Rent and Additional Rent due hereunder have been paid in advance;
(ie) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, security deposit held by Landlord;
(ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iiif) the date to which interest has been paid under each of expiration of the Notescurrent term and whether Tenant has rights to extend the term (and the term of such extensions) or to purchase the Premises or to lease additional property, if any; and
(ivg) whether, any other information reasonably requested.
30.2 Tenant's failure to deliver a certificate within the Borrower’s knowledge, any offsets or defenses exist against the repayment time specified shall be an Event of Default under ARTICLE 16 and shall conclusively be deemed Tenant's approval of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest ▇ ▇▇▇ forth in the Borrower certificate presented to Tenant, and may be relied upon as such by Landlord or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modifiedthird party.
Appears in 1 contract
Sources: Lease Agreement (Foster L B Co)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (provided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender’s request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require.
(d) After request by Borrower, not to exceed one (1) request per year, Lender, within ten (10) days, shall furnish Borrower or any proposed assignee with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and maturity date of the Note, (v) the extent to which date installments of interest and/or principal were last paid, and (vi) that, except as provided in such statement, there are no Events of Default under the Loan Documents have been ModifiedNote or Security Agreement.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Resource Real Estate Opportunity REIT, Inc.)
Estoppel Certificates. (a) The Borrower, within Within ten (10) days after Business Days following a request by the Administrative Agent’s requestIndenture Trustee or the Servicer, the Issuer shall furnish provide to the Administrative Agent Indenture Trustee and the Servicer a duly acknowledged written statement, duly acknowledged, certifying to statement (upon which the Administrative Agent Indenture Trustee and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: Servicer may rely) confirming (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each outstanding principal balance of the Notes, (ii) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Notes, (iii) the date to which interest has been paid under each of the Notespaid, (iv) whether, to the Borrower’s knowledge, whether any offsets or defenses exist against the repayment of the Loans andObligations, and if any such offsets or defenses are alleged to exist, a reasonably detailed description thereof, the nature thereof shall be set forth in detail and (v) that this Indenture, the extent to which Notes, the Loan Deeds of Trust and the other Transaction Documents are legal, valid and binding obligations of the Issuer and each Asset Entity (as applicable) and have not been Modified by modified or amended except in accordance with the Borrower and (vi) such other information as the Administrative Agent shall reasonably requestprovisions thereof.
(b) The Administrative Agent, within Within ten (10) days after Business Days following a written request by the Borrower’s reasonable request thereforIssuer, the Indenture Trustee shall furnish provide to the Borrower Issuer a duly acknowledged written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) statement setting forth the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date outstanding principal balance of the Loans (or if earlierNotes then Outstanding, the Maturity Date), (iii) the date to which interest has been paid under each of paid, and whether the NotesIndenture Trustee has provided the Issuer, (iv) whether, to the actual knowledge of the Person signing on behalf of itself and the Administrative AgentAsset Entities, there are with written notice of any Defaults on Event of Default. Compliance by the part Indenture Trustee with the requirements of this Section shall be for informational purposes only and shall not be deemed to be a waiver of any rights or remedies of the Borrower under this Agreement Indenture Trustee hereunder or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been ModifiedTransaction Document.
Appears in 1 contract
Sources: Indenture (American Tower Corp /Ma/)
Estoppel Certificates. (a) The After request by Lender (not more than twice in any calendar year unless an Event of Default or an event which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing), Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. The foregoing requirement shall not apply to residential Leases in a multifamily residential property.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitors shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor confirming the accuracy of information provided by such person to Lender under or in respect of this Security Instrument.
(d) After written request by Borrower not more than semi-annually and annually, Lender shall furnish Borrower a statement setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, and (iv) the balance of the sums in the Escrow Fund, if any.
Appears in 1 contract
Sources: Contribution Agreement (Cv Reit Inc)
Estoppel Certificates. (a) The After request by Agent, Borrower, within ten (10) days after the Administrative Agent’s of such request, shall furnish to the Administrative Agent or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying setting forth, to the Administrative Agent and each Lender and/or, subject to the terms best of Section 14.07, any proposed assignee of any portion of the interests hereunder: Borrower’s knowledge (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid and/or principal under each of the NotesLoan were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans andobligations secured hereby, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases and the Ground Lease are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents and Profits thereunder have been Modifiedpaid pursuant to the Leases and the Ground Lease, (xi) whether or not, to the best knowledge of Borrower, any of the Tenants are in default under the Leases, and, if any of the Tenants are in default, setting forth the specific nature of all such defaults, (xii) whether or not Borrower or Ground Lessor is in default under the Ground Lease, and, if there is any default, setting forth the specific nature of all such defaults, (xiii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under
(b) Borrower shall use its best efforts to deliver to Agent, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Agent attesting to such facts regarding the Lease as Agent may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents and Profits have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at Agent’s request, Borrower shall provide an estoppel certificate to any Investor or any prospective Investor in such form, substance and detail as Agent, such Investor or prospective Investor may reasonably require.
(d) Borrower shall use commercially reasonable efforts deliver to Agent, upon request, estoppel certificates from each party under each REA and each Material Agreement in form and substance reasonably acceptable to Agent.
Appears in 1 contract
Sources: Loan Agreement (CaliberCos Inc.)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestBusiness Days, shall furnish to the Administrative Agent Lender or any proposed assignee or Investor (as defined in Section 19.1) with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesLoan, (ii) the unpaid principal amount of each individual promissory note comprising the defined term “Note” hereunder (each such promissory note, an “Individual Note”), (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)each Individual Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) that, except as provided in such statement, Borrower has no actual knowledge of any defaults or events which with the passage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations (except as may be limited by (A) bankruptcy, insolvency or other similar laws affecting the rights of creditors generally and (B) general principles of equity) and have not been modified or if modified, giving particulars of such modification, (viii) whether, to the Borrower’s actual knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect, (vx) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases and, to the extent the Master Lease Termination has yet occurred, the date to which the Master Lease Rents have been paid under the Master Lease, (xi) whether or not, to the actual knowledge of Borrower, any of the lessees under the Leases are in default under the Leases or (to the extent the Master Lease Termination has not yet occurred) the Master Lessee is in default under the Master Lease, and, if any of the aforesaid lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other factual matters reasonably requested by Lender and reasonably related to the Leases or (to the extent the Master Lease Termination has not yet occurred) the Master Lease, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request (provided such request is not made more than once in any calendar year other than any request by Lender made in connection with the securitization of the Loan or following an Event of Default), duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect (and to the best of lessee’s knowledge) with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Lender, by its acceptance of this Security Instrument, agrees to deliver to Borrower (without material cost (other than in extraordinary circumstances)) promptly upon Borrower’s request therefor (provided such request is not made more than twice in any calendar year) a written statement setting forth the unpaid principal amount of the Note, the accrued and unpaid interest thereon, the date on which an installment of interest and/or principal were last paid thereunder and whether there are any Events of Default which currently exist and are actually known to Lender.
(d) Borrower shall use its commercially reasonable best efforts to deliver to Lender, upon request, (i) an estoppel certificate from Prime Lessor (defined below) under the Prime Annex Lease, (ii) the Master Lessee under the Master Lease and/or (ii) Annex SL under the Annex Sublease; provided that Borrower shall not be required to attempt to deliver any such estoppel certificate more frequently than once in any calendar year (other than in connection with an Event of Default or a Securitization).
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (American Assets Trust, Inc.)
Estoppel Certificates. (a) The BorrowerA. At any time and from time to time before or during the Term, Subtenant shall, within ten twenty (1020) days after the Administrative Agent’s requestrequest by Sublandlord, shall furnish execute, acknowledge and deliver to the Administrative Agent Sublandlord a written statement, duly acknowledged, certifying statement in writing addressed to the Administrative Agent and each Lender and/or, subject Sublandlord and/or to the terms of Section 14.07, any proposed assignee of any portion of the interests hereundersuch other party(ies) as Sublandlord may reasonably designate: (i) certifying that this Sublease is unmodified and in full force and effect (or, if there have been modifications, that the amount of same is in full force and effect as modified and stating the Outstanding Principal Amount then owing under this Agreement and each of the Notesmodifications), (ii) stating the terms of payment dates to which the Fixed Rent, Additional Charges and Stated Maturity Date of the Loans (or if earlier, the Maturity Date)other charges have been paid, (iii) stating whether or not, to the knowledge of the signer of such certificate, there exists any default by either party in the performance of any covenant, agreement, term, provision or condition contained in this Sublease, and, if so, specifying each such default of which the signer may have knowledge, and (iv) setting forth such other information as Sublandlord may reasonably request concerning this Sublease; it being intended that any such statement delivered pursuant to this Subparagraph 19A may be relied upon by Sublandlord or by an assignee of Sublandlord's interest.
B. Sublandlord agrees, in connection with any proposed assignment of this Sublease or subletting of the Sublease Premises by Subtenant, within twenty (20) days after request by Subtenant, to execute, acknowledge and deliver to Subtenant a statement in writing addressed to Subtenant: (i) certifying that this Sublease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth, to the knowledge of Sublandlord, the date to which interest has the Fixed Rent and Additional Charges have been paid under each of the Notespaid, and (iviii) whetherstating whether or not, to the Borrower’s knowledge, knowledge of Sublandlord (but without having made any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Dateindependent investigation), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower Subtenant is in default under this Agreement or under any of the other Loan DocumentsSublease, and, if Subtenant is in default, identifying all such defaults; it being intended that any are alleged such statement delivered pursuant to exist, Subparagraph 19B may be relied upon by a detailed description thereof and (v) the extent to which the Loan Documents have been Modifiedpermitted assignee or sublessee of Subtenant's interest in this Sublease.
Appears in 1 contract
Estoppel Certificates. (a) The After request by ▇▇▇▇▇▇ (not more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing), Borrower, within ten (10) days after the Administrative Agent’s of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement Loan, Mezzanine A Loan and each of the NotesMortgage Loan, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date)intentionally omitted, (iii) the date to which interest has been paid under each of the Notesintentionally omitted, (iv) whetherintentionally omitted, (v) the date installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, to the Borrower’s actual knowledge, no Event of Default, Mezzanine A Loan Event of Default or Mortgage Loan Event of Default exists, (vii) that this Agreement, the Note, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (viii) as of the date of such statement, whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified except as then previously disclosed to Lender (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the knowledge of Borrower, any of the lessees under the Leases are in material non-monetary default or monetary default under the Leases, and, if any of the lessees are in material non-monetary default or monetary default, setting forth the specific nature of all such defaults, (xii) the amount of Security Deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by ▇▇▇▇▇▇ and reasonably related to the Leases, the obligations created and evidenced hereby or the Property, the Mezzanine A Collateral or the Collateral.
(b) Not more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing and at no cost to Borrower, Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at ▇▇▇▇▇▇’s request, Borrower shall provide an estoppel certificate to any Investor or any prospective Investor in such form, substance and detail reasonably acceptable to Lender and Borrower.
(d) Not more than once in any twelve (12) month period unless an Event of Default has occurred and is continuing, Borrower shall, or shall cause Mortgage Borrower to, use commercially reasonable efforts to deliver to Lender at no cost to Borrower, within ten (10) days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender and Borrower.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Estoppel Certificates. (a) The BorrowerBorrower agrees at any time and from time to time, but in no event more than once in any 12-month period, to execute, acknowledge and deliver to Lender, within ten (10) days after the Administrative Agentreceipt of Lender’s requestwritten request therefor, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: statement in writing setting forth (iA) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesIndebtedness, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iiiB) the date to on which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivC) whether, to the Borrower’s knowledge, any offsets or defenses exist against to the repayment payment of the Loans and, if any are alleged to exist, a reasonably detailed description thereofIndebtedness, (vD) that the extent Notes, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (E) that neither Borrower nor, to which Borrower’s knowledge, Lender, is in default under the Loan Documents (or specifying any such default), (F) that all Leases are in full force and effect and have not been Modified by modified (except in accordance with the Borrower Loan Documents), (G) whether or not to Borrower’s knowledge any of the Tenants under the Leases are in material default under the Leases (setting forth the specific nature of any such material defaults) and (viH) such other information matters as the Administrative Agent shall Lender may reasonably request. Any prospective purchaser of any interest in a Loan shall be permitted to rely on such certificate.
(b) The Administrative AgentUpon Lender’s written request, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) prior to the amount Securitization of the Outstanding Principal Amountentire Loan, and (ii) at any time that an Event of Default is continuing (whether the terms of payment and Stated Maturity Date of the Loans (same is continuing prior to or if earlier, the Maturity Datefollowing a Securitization), (iii) Borrower shall use commercially reasonable efforts to obtain from each Tenant whose Lease requires such Tenant to execute and deliver an estoppel certificate, and shall thereafter promptly deliver to Lender duly executed estoppel certificates from any one or more Tenants under the date Leases as requested by Lender, attesting to which interest has been paid under such facts regarding the Leases as Lender may reasonably require, including, but not limited to, attestations that each of the Notes, (iv) whetherLease covered thereby is in full force and effect with, to the actual knowledge of the Person signing on behalf of the Administrative Agentapplicable Tenant’s knowledge, there are any Defaults no material defaults thereunder on the part of any party, that rent has not been paid more than one month in advance, except as security, and that the applicable Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease; provided, however, that no such estoppel certificate shall be required to contain statements not required to be made by the Tenant pursuant to the terms of its Lease. Borrower under this Agreement or under shall not be required to deliver such certificates more frequently than one time in any of the 12-month period, other Loan Documents, and, if than any are alleged period prior to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been ModifiedSecuritization.
Appears in 1 contract
Estoppel Certificates. (a) The BorrowerOWNER shall from time to time, within ten (10) days after the Administrative Agent’s requestreceipt of request by 1ST, shall furnish to the Administrative Agent deliver a written statement, duly acknowledged, certifying estoppel certificate addressed to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.071ST, any proposed Financing Entity or any prospective purchaser, assignee or sublessee, attaching a fully executed copy of any portion of the interests hereunder: this Agreement, which certificate shall certify:
(i) that this Agreement is unmodified and in full force and effect (or if modified, that this Agreement as so modified is in full force and effect), and 1ST may use the amount Tower and related improvements located on the Leased Premises for the subleasing/sublicensing of space for the Outstanding Principal Amount then owing collocation of communications equipment;
(ii) that the Agreement attached to the certificate is a true and correct copy of this Agreement, and all amendments hereto;
(iii) that to the knowledge of OWNER, 1ST has not previously assigned or hypothecated its rights or interests under this Agreement, except as described in such statement with as much specificity as OWNER is able to provide;
(iv) the term of this Agreement and each of the Notes, (ii) the terms of payment Fee then in effect and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, additional charges;
(v) the extent to date through which the Loan Documents have been Modified 1ST has paid Fees required by the Borrower and this Agreement;
(vi) that no default exists under this Agreement on the part of 1ST, and, to OWNER knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by 1ST under this Agreement (or if in default, the nature thereof in detail) and a statement as to any outstanding obligations on the part of 1ST and OWNER;
(vii) that 1ST has the right to mortgage, sublease and assign its interest in this Agreement without the OWNER t, and that OWNER consents to any such assignment, sublease, pledge, mortgage or encumbrance of its leasehold interest and this Agreement; and
(viii) such other information matters as the Administrative Agent shall are reasonably requestrequested by 1ST or any Financing Entity or any prospective purchaser, assignee or sublessee.
(b) The Administrative AgentWithout in any way limiting 1ST OWNER to timely provide an estoppel certificate as required herein, OWNER hereby agrees that OWNER failure to deliver such certificate within ten (10) days after the Borrower’s reasonable request therefor, time period set forth in this Section shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guaranteeconclusive evidence: (i) the amount of the Outstanding Principal Amountthat this Agreement is in full force and effect, without modification except as may be represented by 1ST; (ii) the terms of payment that there are no uncured defaults in 1ST OWNER s performance hereunder; and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) that no Fee for the date to which interest then current month, has been paid under each of the Notes, in advance by 1ST; and (iv) whetherthat 1ST has the right to mortgage, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under sublease and assign its interest in this Agreement without the OWNER OWNER consents to any such assignment, sublease, pledge, mortgage or under any encumbrance of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof its leasehold interest and (v) the extent to which the Loan Documents have been Modified.this Agreement. 1ST OWNER
Appears in 1 contract
Sources: Land Lease Agreement
Estoppel Certificates. (a) The After request by Lender, --------------------- Borrower, within ten (10) days after the Administrative Agent’s request(but no more frequently than semi-annually), shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the then-current rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivv) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note, the Security Instrument or the Ground Lease, (vi) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (vii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (viii) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (ix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as reasonably required by Lender attesting to such facts regarding the Lease as Lender may reasonably require, including attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease except as may be disclosed in said estoppel certificate.
Appears in 1 contract
Sources: Variable Interest Rate Deed of Trust (Kilroy Realty Corp)
Estoppel Certificates. (a) The Borrower, within ten (10) Within 10 days after the Administrative Agentof Lender’s request, shall furnish Grantor will deliver to Lender or to any entity Lender designates a certificate certifying (i) the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion original principal amount of the interests hereunder: Note; (iii) the unpaid principal amount of the Note; (iii) the Fixed Interest Rate; (iv) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, current Debt Service Payments; (v) the extent to which the Loan Documents have been Modified by the Borrower and Maturity Date; (vi) such other information the date a Debt Service Payment was last made; (vii) that, except as may be disclosed in the Administrative Agent shall reasonably requeststatement, there are no defaults or events which, with the passage of time or the giving of notice, would constitute an Event of Default; and (viii) there are no offsets or defenses against any portion of the Obligations except as may be disclosed in the statement.
(b) The Administrative AgentIf Lender requests, within ten Grantor promptly will deliver to Lender or to any entity Lender designates a certificate from each party to any Property Document, certifying that the Property Document is in full force and effect with no defaults or events which, with the passage of time or the giving of notice, would constitute an event of default under the Property Document and that there are no defenses or offsets against the performance of its obligations under the Property Document.
(10c) days after If Lender requests, Grantor promptly will use its commercially reasonable efforts to obtain and deliver to Lender, or to any entity Lender designates, a certificate from each tenant under a Lease then affecting the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledgedProperty, certifying to any prospective permitted purchaser facts regarding the Lease as Lender may require, including that the Lease is in full force and effect with no defaults or events which, with the passage of time or the giving of notice, would constitute an interest event of default under the Lease by any party, that the rent has not been paid more than one month in advance and that the Borrower tenant claims no defense or offset against the performance of its obligations under the Lease; provided, that Lender shall not request such certificates more often than one time in any prospective permitted lender to two calendar year period except for the Borrower or any lender providing any Guaranteed Line purpose of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount sale of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been ModifiedLoan.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i1) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Loan Maturity Date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal Were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases, if any, are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, if any, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases, if any, are in default under the Leases, if any, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease, if any, and that such amounts are consistent with the amounts required under such Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, if any, the obligations secured hereby, the Property or this Security Instrument.
(b) If there are Leases in effect, Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender’s request, Borrower shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
Appears in 1 contract
Estoppel Certificates. (a) The Borrower, within ten (10) days after the Administrative Agent’s 's request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.079.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s 's reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a GuaranteeBorrower: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement hereunder or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Estoppel Certificates. (a) The After written request by Lender, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, or any proposed assignee of any portion of the interests hereunder: Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereofNote, (v) the extent to which the Loan Documents have been Modified by the Borrower and date installments of interest and/or principal were last paid, (vi) that, except as provided in such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser no Event of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal AmountDefault exists, (iivii) the terms of payment and Stated Maturity Date of the Loans (or if earlierthat this Agreement, the Maturity Date)Note, (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of Security Instrument and the other Loan Documents to which Borrower is a party thereto are valid, legal and binding obligations of Borrower, as applicable and have not been modified or if modified, giving the particulars of such modification, (viii) whether any offsets or defenses to the payment and performance of the obligations of Borrower under the Loan Documents, if any, exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, and (vix) as to any other matters reasonably requested by Lender and reasonably related to the Loan. After request by Borrower not more than once in any calendar year, Lender shall within ten (10) Business Days furnish Borrower with a statement stating (i) the extent outstanding principal balance of the Loan, (ii) the Interest Rate of the Note and (iii) that, to which Lender’s knowledge, this Agreement and the other Loan Documents have not been Modifiedmodified (or if modified, setting forth all modifications).
(b) Not more than one (1) time per calendar year, except during an Event of Default or in connection with a Secondary Market Transaction (in which case such limit shall not apply), Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants attesting in substantially the same form and substance delivered at closing (which form is hereby approved by Lender), if applicable, or otherwise in form and substance reasonably satisfactory to Lender (or such other form as may be provided in such Lease), which estoppel certificates shall attest to such facts regarding such Lease as Lender may reasonably require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Not more than one (1) time per calendar year, except during the continuance of an Event of Default or in connection with a Secondary Market Transaction (in which case such limit shall not apply), Borrower shall use commercially reasonable efforts to deliver to Lender, upon written request, estoppel certificates from each party under each REA in substantially the same form and substance delivered at closing (which form is hereby approved by Lender), if applicable, or otherwise in form and substance reasonably satisfactory to Lender (subject to requirements set forth in such REA).
(d) Not more than one (1) time per calendar year, except during the continuance of an Event of Default or in connection with a Secondary Market Transaction (in which case such limit shall not apply), Borrower shall use commercially reasonable efforts to deliver to Lender, upon request, an estoppel certificate from each Ground Lessor in substantially the same form and substance delivered at closing (which form is hereby approved by Lender), if applicable, or otherwise in form and substance reasonably satisfactory to Lender (subject to requirements set forth in such Ground Lease)
Appears in 1 contract
Estoppel Certificates. (a) The BorrowerLandlord shall, from time to time, within ten (10) days after the Administrative Agent’s requestreceipt of request by Tenant, shall furnish to the Administrative Agent deliver a written statement, duly acknowledged, certifying estoppel certificate addressed to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07Tenant, any proposed Financing Entity or any prospective purchaser, assignee or sublessee, attaching a fully executed copy of any portion of the interests hereunder: this Lease, which certificate shall certify:
(i) that this Lease is unmodified and in full force and effect (or if modified, that this Lease as so modified is in full force and effect), and Tenant may use the amount tower and related improvements located on the Premises for the subleasing/ sublicensing of space for the Outstanding Principal Amount then owing under this Agreement and each collocation of the Notes, communications equipment;
(ii) that the terms lease attached to the certificate is a true and correct copy of payment this Lease, and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), all amendments hereto;
(iii) that to the date knowledge of Landlord, Tenant has not previously assigned or hypothecated its right or interests under this Lease, except as described in such statement with as much specificity as Landlord is able to which interest has been paid under each of the Notes, provide;
(iv) whether, to the Borrower’s knowledge, term of this Lease and the Fee then in effect and any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, additional charge;
(v) the extent to date through which the Loan Documents have been Modified Tenant has paid Fees required by the Borrower and this Lease;
(vi) that no default exists under this Lease on the part of Tenant, and, to Landlord’s knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by Tenant under this Lease (or if in default, the nature thereof in detail) and a statement as to any outstanding obligations on the part of Tenant and Landlord;
(vii) that Tenant has the right to mortgage, sublease and assign its interest in this Lease without the Landlord’s consent, and that Landlord consents to any such assignment, sublease, pledge, mortgage, or encumbrance of its leasehold interest and this Lease; and
(viii) such other information matters as the Administrative Agent shall are reasonably requestrequested by Tenant or any Financing Entity or any prospective purchaser, assignee, or sublessee.
(b) The Administrative AgentWithout in any way limiting Tenant’s remedies which may arise out of Landlord’s failure to timely provide an estoppel certificate as required herein, Landlord hereby agrees that Landlord’s failure to deliver such certificate within ten (10) days after the Borrower’s reasonable request therefor, time period set forth in this Section shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guaranteeconclusive evidence: (i) the amount of the Outstanding Principal Amountthat this Lease is in full force and effect, without modification except as may be represented by Tenant; (ii) the terms of payment that there are no uncured defaults in Tenant’s or Landlord’s performance hereunder; and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) that no Fee for the date to which interest then current month, has been paid under each of the Notes, in advance by Tenant; and (iv) whetherthat Tenant has the right to mortgage, sublease, and assign its interest in this Lease without the Landlord’s consent, and that Landlord consents to the actual knowledge any such assignment, sublease, pledge, mortgage, or encumbrance of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under its leasehold interest and this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been ModifiedLease.
Appears in 1 contract
Sources: Lease Agreement
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Notes or the Security Instrument, (vii) that the Notes and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Subject Contracts are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents payments have been Modifiedmade pursuant to the Subject Interests and Subject Contracts, (xi) whether or not, to the best knowledge of Borrower, any of the parties to the Subject Contracts are in default under the Subject Contracts, and, if any of the parties to the Subject Contracts are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Subject Interests or the Subject Contracts, the obligations secured hereby, the Property or this Security Instrument.
Appears in 1 contract
Sources: Deed of Trust, Security Agreement, Assignment of Production and Fixture Filing (Cubic Energy Inc)
Estoppel Certificates. Lessee agrees, at any time and from time to time, upon not less than five (a5) The Borrowerdays prior to written notice by lessor, within ten to execute, acknowledge and deliver to lessor a statement in writing (10i) certifying that this lease is unmodified and in full force and effect (or if there have been modifications), (ii) stating the dates to which the rent and other charges hereunder have been paid by lessee (iii) stating whether or not to the best knowledge of lessee, lessor is in default in the performance of any covenant, agreement or condition contained in this lease, and, if so, specifying each such default of which lessee may have knowledge, and (iv) stating the address to which notices to lessee should be sent. Any such statement delivered pursuant hereto may be relied upon by any Lessor's interest, or any prospective assignee of any such mortgage. This Addendum is hereby made a part of the Lease bearing even date between the undersigned parties hereto covering premises at 1489 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ites 300 and 301. Premises is leased in "AS IS" condition. However, Lessor will remove the wall and floor cabinets from the room to the right of the Suite entry door, repair walls and paint areas. It is agreed that if any monthly installment of rent shall remain unpaid for more than seven days after the Administrative Agent’s requestdue date, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each installment shall be increased by five percent of the Notes, (ii) installment as a service charge for the terms purpose of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date defraying expenses incident to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) handling delinquent payments. Fourteen days after the Borrower’s reasonable request therefordue date, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amountinstallment shall be increased by an additional five percent (a total of ten percent), (ii) and after twenty-one days, the terms of payment and Stated Maturity Date amount of the Loans installment shall be increased by an additional five percent (or if earlier, the Maturity Date), (iiia total of fifteen percent) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge amount of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to existinstallment. In addition, a detailed description thereof and (v) service charge of $25.00 will be added to any installment for handling a returned check. The hereto attached Lease Agreement, as amended by this Addendum, shall constitute the extent to which entire Agreement between the Loan Documents have been Modifiedparties hereto.
Appears in 1 contract
Sources: Office Lease Agreement (TRX Inc/Ga)
Estoppel Certificates. (a) The After request by Lender, Borrower shall cause Mortgage Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall to furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesMortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the rate of interest of the Mortgage Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Mortgage Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists under the Borrower’s knowledgeMortgage Loan Documents, (vii) that the Mortgage Loan Agreement, the Note, the Security Instrument and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured thereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that, to Mortgage Borrower’s knowledge, all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to Mortgage Borrower’s knowledge after due inquiry of the Manager, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property. It being understood that Lender shall not exercise its right pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. It being understood that, notwithstanding anything to the contrary in this subsection (b), (1) to the extent that a particular Lease provides for a specific form of estoppel or limits the matters to which a particular Tenant is required to certify, Lender shall accept such estoppel set forth in or contemplated by the Lease to satisfy this subsection (b) and (2) Lender shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default.
(c) In connection with the Securitization of the Loan (or any portion thereof or interest therein), at Lender’s request, Borrower shall provide an estoppel certificate to any Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require.
(d) Borrower shall use commercially reasonable efforts to deliver to Lender, upon request, estoppel certificates from each party under the Property Documents in form and substance reasonably acceptable to Lender. It being understood that, notwithstanding anything to the contrary in this subsection (d), (1) to the extent that a particular Property Document provides for a specific form of estoppel, Lender shall accept such estoppel to satisfy this subsection (d) and (2) Lender shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Cole Corporate Income Trust, Inc.)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in each statement, there are no Defaults or Events of Default, (vii) that the Borrower’s knowledgeNote and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Leases as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 19.1 hereof, at Lender's request, Borrower shall provide an estoppel certificate to the Investor (defined in Section 19.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) The delivery by Borrower and Lender of estoppel certificates and similar statements shall otherwise be governed by the Loan Agreement.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestBusiness Days, shall furnish to the Administrative Agent Lender or any proposed assignee or Investor (as defined in Section 19.1) with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesLoan, (ii) the unpaid principal amount of each individual promissory note comprising the defined term “Note” hereunder (each such promissory note, an “Individual Note”), (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)each Individual Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) that, except as provided in such statement, Borrower has no actual knowledge of any defaults or events which with the passage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations (except as may be limited by (A) bankruptcy, insolvency or other similar laws affecting the rights of creditors generally and (B) general principles of equity) and have not been modified or if modified, giving particulars of such modification, (viii) whether, to the Borrower’s actual knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect, (vx) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the actual knowledge, of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the aforesaid lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other factual matters within Borrower’s actual knowledge reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request (provided such request is not made more than once in any calendar year other than any request by Lender made in connection with the securitization of the Loan or following an Event of Default), duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect (and to the best of lessee’s knowledge) with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Lender, by its acceptance of this Security Instrument, agrees to deliver to Borrower (without cost (other than in extraordinary circumstances)) promptly upon Borrower’s request therefor (provided such request is not made more than twice in any calendar year) a written statement setting forth the unpaid principal amount of the Note, the accrued and unpaid interest thereon, the date on which an installment of interest and/or principal were last paid thereunder and whether there are any Events of Default which currently exist and are actually known to Lender.
(d) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request (provided such request is not made more than once in any calendar year other than any request by Lender made in connection with the securitization of the Loan or following an Event of Default), a duly executed estoppel certificate from ARCADIS attesting to such facts regarding the Environmental Agreement as Lender may reasonably require (which such facts shall be attested by ARCADIS to the best of ARCADIS’ knowledge).
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (American Assets Trust, Inc.)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no Defaults or Events of Default under the Borrower’s knowledgeNote, the Loan Agreement, or this Security Instrument, (vii) that the Note, the Loan Agreement, and this Security Instrument are valid, legal and binding obligations and have not modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, Secured Obligations and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Mortgaged Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the Secured Obligations, the Mortgaged Property or this Security Instrument.
(b) If requested by Lender, Borrower shall use commercially reasonable efforts to obtain and promptly deliver to Lender, duly executed estoppel certificates from any one or more tenants as required by Lender attesting to such facts regarding the Leases as Lender may require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder or on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the tenant claims no defense or offset against the full and timely performance of its obligations under the Lease.
Appears in 1 contract
Sources: Credit Line Deed of Trust and Security Agreement (Wells Real Estate Investment Trust Inc)
Estoppel Certificates. After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to one (a1) The Borrowersuch report per fiscal year of the Credit Parties, the Credit Parties, within ten (10) [***] days after the Administrative Agent’s requestand at their expense, shall will furnish to the Administrative Agent with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (ia) the amount of the Outstanding Principal Amount then owing under this Agreement original principal amount of the Notes, and each the unpaid principal amount of the Notes, (iib) the terms rate of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (ivc) whetherthe date payments of interest and/or principal were last paid, to the Borrower’s knowledge, (d) any offsets or defenses exist against to the repayment payment of the Loans andObligations, and if any are alleged to existalleged, a reasonably detailed description the nature thereof, (ve) that the Notes and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the period of time it has existed, and the action being taken to remedy such Default; provided that Agent shall have provided the Register to the Credit Parties, upon a Credit Party’s request, prior to the Credit Parties being required to furnish such statement to Agent. After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to [***] such request per [***] month period, the Credit Parties, within [***] days and at their expense, will furnish Agent with a certificate, signed by a Responsible Officer of the Credit Parties, updating all of the representations and warranties contained in this Agreement and the other Financing Documents and certifying that all of the representations and warranties contained in this Agreement and the other Financing Documents, as updated in accordance with this Agreement from time to time, are true, accurate and complete as of the date of such certificate (except to the extent such representation or warranty expressly relates to an earlier date, in which the Loan Documents have been Modified by the Borrower case such representation or warranty shall be true, accurate and (vi) complete in all material respects as of such other information as the Administrative Agent shall reasonably requestearlier date).
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Sources: Credit, Security and Guaranty Agreement (Revolving Loan) (Cerus Corp)
Estoppel Certificates. (a) The BorrowerAfter request by Lender (which shall not be made more than twice during any 12-month period), Borrowers, within ten twenty (1020) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instruments and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the knowledge of Borrowers, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by any Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instruments or the Properties.
(b) Borrowers shall use commercially reasonable efforts to deliver to Lender, promptly upon written request, but no more frequently than once in any calendar year, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Borrowers shall use commercially reasonable efforts to deliver to Lender, but no more frequently than once in any calendar year, upon written request, estoppel certificates from each party under each material REA and each Material Agreement in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender (which such request shall be made no more frequently than once per calendar year (unless in connection with a Trigger Period or Secondary Market Transaction)), Borrower, within ten fifteen (1015) days after the Administrative Agent’s of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) to Borrower’s knowledge, the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesLoan, (ii) to Borrower’s knowledge, the unpaid principal amount of the Loan, (iii) to Borrower’s knowledge, the rate of interest of the Loan, (iv) to Borrower’s knowledge, the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Loan, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of Security Deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request (which such request shall be made no more frequently than once per calendar year (unless in connection with a Trigger Period or Secondary Market Transaction)), duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
Appears in 1 contract
Sources: Loan Agreement (Lightstone Value Plus Real Estate Investment Trust III, Inc.)
Estoppel Certificates. (a) The Borrower, within ten (10) days Business Days after the Administrative Agent’s 's request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Scheduled Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The . Administrative Agent, within ten (10) days Business Days after the Borrower’s 's reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a GuaranteeBorrower: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Scheduled Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement hereunder or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and thereof, (v) the extent to which the Loan Documents have been Modified, and (vi) such other information as Borrower shall reasonably request.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (iv) whetherexcept as provided in such statement, there are no defaults or, to the best of Borrower’s 's knowledge, events which with the passage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vi) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (vii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (viii) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (ix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may reasonably require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section ) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten fifteen (1015) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its reasonable efforts to deliver to Lender, within a reasonable time following request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender reasonably may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one quarter in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. Notwithstanding anything to the contrary contained in this Section 7.4(b), so long as (i) the Foster Wheeler Lease remains in full force and effect, an▇ (▇▇) ▇▇▇▇▇▇ Wheeler is not in default under the Foster Wheeler ▇▇▇▇▇ ▇▇▇▇▇▇ any applicable notice and cur▇ ▇▇▇▇▇▇▇ ▇▇▇ forth in the Foster Wheeler Lease, Lender shall not request estoppel c▇▇▇▇▇▇▇▇▇▇▇ ▇▇om Foster Wheeler more than two (2) times per calendar year.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than once annually, and at Borrower's sole cost and expense, Lender shall furnish to Borrower a statement setting forth (i) the unpaid principal amount of the Note, and (ii) the balance of the sums held in escrow pursuant to the Reserve and Security Agreement.
Appears in 1 contract
Sources: Leasehold Mortgage and Security Agreement (Corporate Property Associates 15 Inc)
Estoppel Certificates. (a) The After written request by Lender, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledged, certifying acknowledged and certified to the Administrative Agent and each Lender and/orbest of Borrower’s knowledge, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesLoan, (ii) the unpaid principal amount of the Loan, (iii) the rate of interest of the Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Loan, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instruments and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instruments or any Individual Property.
(b) Borrower shall use its commercially reasonable best efforts (which shall not require Borrower to commence any litigation to compel compliance), subject to the terms and conditions of the Leases, to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. It shall not be deemed an Event of Default hereunder if Borrower is unable to obtain an estoppel certificate from one (1) or more Tenants despite using commercially reasonable efforts to obtain same.
(c) In connection with the Securitization of the Loan (or any portion thereof or interest therein), at Lender’s written request (not to exceed two (2) times in any calendar year unless an Event of Default exists), Borrower shall provide an estoppel certificate to any Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require.
(d) Borrower shall deliver to Lender, upon written request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Sources: Loan Agreement (American Realty Capital Trust III, Inc.)
Estoppel Certificates. (a) The After request by ▇▇▇▇▇▇, Borrower, within ten fifteen (1015) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender reasonably may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at ▇▇▇▇▇▇'s request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than once annually, and at Borrower's sole cost and expense, Lender shall furnish to Borrower a statement setting forth (i) the unpaid principal amount of the Note, and (ii) the balance of the sums held in escrow pursuant to the Reserve and Security Agreement.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Corporate Property Associates 15 Inc)
Estoppel Certificates. (a) The Borrower, within ten (10) days after the Administrative Agent’s request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or Co-Borrower or any prospective permitted lender to the Borrower or Co-Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or Co-Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower or Co-Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Sources: Loan Agreement (Douglas Emmett Inc)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivv) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vi) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (vii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (viii) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (ix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) To the extent required of lessees under any Leases, Borrower shall deliver to Lender, and, otherwise, Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that the Lease is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease, provided, however, that Borrower shall be deemed to have satisfied its obligations pursuant to the terms of this subparagraph (b) if it obtains from the lessee under the Lease an estoppel certificate in the form required by the Lease. To the extent any lessee shall refuse or fail to so deliver an estoppel certificate as aforesaid, Borrower shall deliver to Lender the required estoppel certificate which shall further provide an explanation as to why the lessee failed or refused to deliver the estoppel certificate.
(c) Upon any transfer or proposed transfer contemplated by Section 19.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitors shall provide an estoppel certificate to the Investor (defined in Section 19.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Wellsford Real Properties Inc)
Estoppel Certificates. After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to one (a1) The Borrowersuch request per fiscal year of Borrowers, Borrowers, within ten twenty (1020) days after the Administrative Agent’s requestand at their expense, shall will furnish to the Administrative Agent with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (ia) the amount of the Outstanding Principal Amount then owing under this Agreement original principal amount of the Notes, and each the unpaid principal amount of the Notes, (iib) the terms rate of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (ivc) whetherthe date payments of interest and/or principal were last paid, to the Borrower’s knowledge, (d) any offsets or defenses exist against to the repayment payment of the Loans andObligations, and if any are alleged to existalleged, a reasonably detailed description the nature thereof, (ve) that the extent to which the Loan Documents Notes and this Agreement have not been Modified by the Borrower modified or if modified, giving particulars of such modification, and (vif) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the period of time it has existed, and the action being taken to remedy such Default; provided that Agent shall have provided the Register to Borrower, upon Borrower’s request, prior to Borrower being required to furnish such statement to Agent. After written request by Agent, which, so long as no Event of Default has occurred and is continuing, shall be limited to one (1) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agentrequest per fiscal year of Borrowers, Borrowers, within ten twenty (1020) days after and at their expense, will furnish Agent with a certificate, signed by a Responsible Officer of Borrowers, updating all of the Borrower’s reasonable request therefor, shall furnish to representations and warranties contained in this Agreement and the Borrower a written statement, duly acknowledged, other Financing Documents and certifying to any prospective permitted purchaser that all of an interest the representations and warranties contained in this Agreement and the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Creditother Financing Documents, as updated pursuant to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount such certificate, are true, accurate and complete in all material respects as of the Outstanding Principal Amountdate of such certificate. 59 Section 4.9 Notices of Material Contracts, Litigation and Defaults. 59 Section 4.10 Hazardous Materials; Remediation. 60 Section 4.11 Further Assurances. 60 Section 4.12 Reserved 62 Section 4.13 Power of Attorney 62 Section 4.14 Borrowing Base Collateral Administration 62 Section 4.15 Schedule Updates 63 MidCap / Sientra / A&R Credit and Security Agreement (iiRevolving) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.\DC - 036639/000049 - 14174740 v12
Appears in 1 contract
Estoppel Certificates. (a) The After request by Administrative Agent, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent (for the benefit of Lenders) or any proposed assignee or any Lender with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that, to Borrower’s knowledge, all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to Borrower’s knowledge after due inquiry of the Manager, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Administrative Agent and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property. It being understood that Administrative Agent shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default or a sale, participation or assignment to an Assignee or Participant, as applicable.
(b) Borrower shall use commercially reasonable efforts to deliver to Administrative Agent for the benefit of Lenders, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Administrative Agent attesting to such facts regarding the Lease as Administrative Agent may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. It being understood that, notwithstanding anything to the contrary in this subsection (b), (1) to the extent that a particular Lease provides for a specific form of estoppel Administrative Agent shall accept such estoppel in the Lease to satisfy this subsection (b) and (2) Administrative Agent shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default or a sale, participation or assignment to an Assignee or Participant, as applicable.
(c) Borrower shall use commercially reasonable efforts to deliver to Administrative Agent for the benefit of Lenders, promptly upon request, estoppel certificates from each party under the Property Documents in form and substance reasonably acceptable to Administrative Agent. It being understood that, notwithstanding anything to the contrary in this subsection (c), (1) to the extent that a particular Property Document provides for a specific form of estoppel Administrative Agent shall accept such estoppel to satisfy this subsection (c) and (2) Administrative Agent shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default or a sale, participation or assignment to an Assignee or Participant, as applicable
Appears in 1 contract
Sources: Loan Agreement (Cole Credit Property Trust III, Inc.)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement Loan and each of the NotesMortgage Loan, (ii) the unpaid principal amount of the Loan and the Mortgage Loan, (iii) the rate of interest of the Loan and the Mortgage Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, Loan and the Maturity Date)Mortgage Loan, (iiiv) the date to which installments of interest has been and/or principal were last paid under each of the NotesLoan and the Mortgage Loan, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of obligations secured hereby and by the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Mortgage Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Mortgage Loan Documents or the Property or the Collateral.
(b) Borrower shall use commercially reasonable efforts to cause Mortgage Borrower to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been Modifiedpaid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at Lender’s request, Borrower shall cause Mortgage Borrower to provide an estoppel certificate to any Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) Borrower shall use commercially reasonable efforts to cause Mortgage Borrower to deliver to Lender, within ten (10) Business Days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Estoppel Certificates. Tenant agrees from time to time, within thirty (a30) The Borrowerdays after request therefor by Landlord, to execute, acknowledge and deliver to Landlord a statement in writing certifying to Landlord, any Mortgagee, any assignee of a Mortgagee, or any purchaser, of the Building or the Land, or both, or any other Person designated by Landlord, as of the date of such statement, (i) that Tenant is in possession of the Leased Premises; (ii) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect as modified and setting forth such modifications); (iii) whether or not there are then existing any set-offs or defenses known to Tenant against the enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so, specifying the same in detail); (iv) the dates, if any, to which any Basic Rent or Additional Charges have been paid in advance; (v) that Tenant has no knowledge of any uncured defaults on the part of Landlord under this Lease (or, if Tenant has knowledge of any such uncured defaults, specifying the same in detail); (vi) that Tenant has no knowledge of any event having occurred that authorizes the termination of this Lease by Tenant (or, if Tenant has such knowledge, specifying the same in detail); (vii) the amount of any Security Deposit held by Landlord; and (viii) any additional facts pertaining to this Lease reasonably requested by Landlord or any such Mortgagee, assignee of a Mortgagee or purchaser. Tenant shall also from time to time, but no more than once per Lease year, within ten (10) days after the Administrative Agent’s requestrequest therefor by Landlord, shall furnish deliver to the Administrative Agent Landlord a written statementstatement of financial position of Tenant, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion as of the interests hereunder: (i) the amount most currently available date, prepared and signed by a an officer of the Outstanding Principal Amount then owing under this Agreement and each Tenant. Tenant acknowledges that time is of the Notes, (ii) essence for the terms of payment and Stated Maturity Date delivery by Tenant of the Loans (or if earlier, the Maturity Date), (iii) the date statements referred to which interest has been paid under each of the Notes, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably requestin this Section.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement Loan and each of the NotesMortgage Loan, (ii) the unpaid principal amount of the Loan, the Mezzanine A Loan and the Mortgage Loan, (iii) the rate of interest of the Loan, the Mezzanine A Loan and the Mortgage Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlierLoan, the Maturity Date)Mezzanine A Loan and the Mortgage Loan, (iiiv) the date to which installments of interest has been and/or principal were last paid under each of the NotesLoan, the Mezzanine A Loan and the Mortgage Loan, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of obligations secured hereby, by the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Mezzanine A Loan Documents have been Modified and by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Mortgage Loan Documents, Documents and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Mortgage Loan Documents, the Mezzanine A Loan Documents or the Property, the Mezzanine A Collateral or the Collateral.
(b) Borrower shall use commercially reasonable efforts to cause Mortgage Borrower to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been Modifiedpaid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at Lender’s request, Borrower shall cause Mortgage Borrower to provide an estoppel certificate to any Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) Borrower shall use commercially reasonable efforts to cause Mortgage Borrower to deliver to Lender, within ten (10) Business Days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Estoppel Certificates. (a) The Borrower will deliver within ten (10) Business Days after Agent’s written request a certificate duly executed and in form satisfactory to Agent, stating and acknowledging, to the best of Borrower’s knowledge, (i) the then unpaid principal balance, and interest due and unpaid, under the Loan and that there are no defenses, offsets, counterclaims or recoupments thereto (or, if such should not be the fact, then the facts and circumstances relating to such defenses, offsets, counterclaims or recoupments); (ii) that Borrower has kept, observed, complied with, fulfilled and performed in all material respects every term, covenant and condition in this Agreement and the other Loan Documents on its part to be kept and performed; (iii) that no Potential Default or Event of Default exists; (iv) that no event has occurred or is threatened which if continued could permit the holder of any recourse Indebtedness of Borrower or to which its property is subject to accelerate the maturity thereof or enforce any Lien securing the same; and (v) that no litigation or administrative proceeding has been instituted by or against Borrower which if adversely determined could constitute a Material Adverse Effect (or, if such should not be the fact, then the facts and circumstances relating to such event or litigation in detail) and covering such other matters relating to Borrower, the Loan or the Collateral as Agent may reasonably require.
(b) At any time or times, within ten (10) days Business Days after the Administrative written demand by Agent’s request, shall furnish Borrower will make commercially reasonable efforts to the Administrative deliver to Agent a written statementcertificate duly executed and in form satisfactory to Agent, duly acknowledged, certifying to the Administrative Agent and from each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion Tenant of the interests hereunderLand and Improvements, stating and acknowledging: (i) that the amount of Lease between Borrower and such Tenant is in full force and effect and has not been modified, supplemented or amended in any way, or that it is in full force and effect as modified, supplemented or amended, and stating such modifications, supplements and amendments, and that the Outstanding Principal Amount then owing under this Agreement respective Lease (as amended) represents the entire agreement between Borrower and each of such Tenant with respect to the Notes, leased premises; (ii) the terms of payment dates to which the rent and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), other charges arising thereunder have been paid; (iii) the date amount of any security deposits, prepaid rents or credits due to which interest has been paid under each of the Notessuch Tenant, if any; (iv) whetherthat, to the Borrower’s knowledgeif applicable, any offsets or defenses exist against the repayment such Tenant has entered into occupancy of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, leased premises; (v) the extent to date on which the Loan Documents have been Modified by term commenced and the Borrower and corresponding expiration date; (vi) whether or not all conditions under the Lease between Borrower and such Tenant to be performed by Borrower prior the date of such certificate have been satisfied and whether or not Borrower is then in default in the performance of any covenant, agreement or condition contained in the Lease between Borrower and such Tenant and specifying, if any, each such unsatisfied condition and each such default; and (vii) stating any other information fact or certifying as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative other condition reasonably requested by Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Sources: Construction Loan Agreement (Cottonwood Multifamily Opportunity Fund, Inc.)
Estoppel Certificates. (a) The After request by ▇▇▇▇▇▇, Borrower, within ten fifteen (1015) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the tenants under the Leases are in default under the Leases, and, if any of the tenants are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more tenants as required by Lender attesting to such facts regarding the Lease as Lender reasonably may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the tenant claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at ▇▇▇▇▇▇'s request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than once annually, and at Borrower's sole cost and expense, Lender shall furnish to Borrower a statement setting forth (i) the unpaid principal amount of the Note, and (ii) the balance of the sums held in escrow pursuant to the Reserve and Security Agreement.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestbusiness days, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivv) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vi) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (vii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (viii) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (ix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower or Owner, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Owner under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) If there are leases in existence with respect to the Property, Owner shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Owner and Borrower shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may reasonably require.
Appears in 1 contract
Sources: Deed to Secure Debt and Security Agreement (Acuity Brands Inc)
Estoppel Certificates. Purchaser shall have received by the Closing Date estoppel certificates reasonably satisfactory to Purchaser substantially in the form attached as Exhibit D and dated no earlier than April 1, 1999 from (ai) The Borrowerany tenant of a Property who has leased all of the rentable square footage of the Building thereon and (ii) tenants generating in the aggregate at least eighty percent (80%) of the rental income of multi-tenanted Buildings of each of the Properties under the leases as listed on Exhibit E (all of the leases referred to on Exhibit E shall be the New England Portfolio "Leases"). Notwithstanding the above, within ten with respect to any multi-tenanted Building, if Landlord has received estoppel certificates from tenants generating in the aggregate at least sixty-five percent (1065%) days after of the Administrative Agent’s requestrental income of such Building, shall furnish Seller, at its option, may satisfy the eighty percent (80%) requirement set forth in (ii) above for such Building by delivering one or more estoppel certificate from Seller as to the Administrative Agent a written statement, duly acknowledged, certifying matters set forth in Exhibit D with respect to one or more of the remaining Leases of such Building as are necessary to satisfy such requirement; provided that Sellers certifications to Purchaser in such estoppel certificate shall be deemed warranties and representations of Sellers hereunder which shall survive only until the expiration of the Survival Period (as defined in Section 8.4) and shall be subject to the Administrative Agent and each Lender and/or, subject limitation on the maximum amount of liability set forth in Section 8.4. Any estoppel certificate from a tenant delivered to Purchaser at least three (3) Business Days prior to the end of the Inspection Period shall be deemed acceptable to Purchaser for purposes of this condition if Purchaser fails to terminate this Agreement in accordance with the terms of Section 14.07, any proposed assignee of any portion 4.2. After the end of the interests hereunder: Inspection Period, Purchaser shall have the right, at its sole cost and expense, to (i) request updated estoppel certificates from tenants who delivered an estoppel certificate prior to the amount end of the Outstanding Principal Amount then owing under this Agreement and each of the NotesInspection Period, (ii) contact tenants who failed to deliver an estoppel certificate prior to the terms of payment and Stated Maturity Date end of the Loans (or if earlierInspection Period for the purpose of obtaining estoppel certificates from such tenants, the Maturity Date), and (iii) request subordination, non-disturbance and attornment agreements from tenants. Notwithstanding the date to which interest has been paid under each foregoing, neither receipt of the Notesany such requested updates nor receipt of any subordination, (iv) whether, to the Borrower’s knowledge, any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, non-disturbance and attornment agreements shall constitute a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably requestclosing condition.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Estoppel Certificates. (a) The After request by ▇▇▇▇▇▇, Borrower, within ten (10) days after the Administrative Agent’s requestbusiness days, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedcertified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the ▇▇▇▇▇▇ claims no defense or offset against the full and timely performance of its obligations under the Lease
(c) Upon any transfer or proposed transfer contemplated by Section 18 1 hereof, at ▇▇▇▇▇▇'s request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18 1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivv) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or this Security Instrument, (vi) that the Note and this Security Instrument have not been modified, or, if modified, giving particulars of such modification, (vii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (viii) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (ix) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (x) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xi) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may reasonably require.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (Excal Enterprises Inc)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 19.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 19.1) or any prospective Investor in such form, substance and detail as lender, such Investor or prospective Investor may require.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Cedar Income Fund LTD /Md/)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee or Investor (as defined in Section 19.1) with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, except as provided in such statement, to the best of Borrower’s knowledge's knowledge following diligent inquiry there are no defaults or events which with the passage of time or the giving of notice or both, would constitute an Event of Default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether to the best of Borrower's knowledge following diligent inquiry any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use best efforts to deliver to Lender, promptly upon request (provided such request is not made more than twice in any calendar year), duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Lender, by its acceptance of this Security Instrument, agrees to deliver to Borrower promptly upon Borrower's request therefor (provided such request is not made more than twice in any calendar year) a written statement setting forth the unpaid principal amount of the Note, the accrued and unpaid interest thereon and the date on which an installment of interest and/or principal were last paid thereunder.
Appears in 1 contract
Sources: Consolidation, Modification, Spreader and Extension Agreement (Unitel Video Inc/De)
Estoppel Certificates. (a) The BorrowerAfter request by the Indenture Trustee or the Certificate Insurer, the Issuer, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Indenture Trustee and the Certificate Insurer or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date unpaid principal amount of the Loans (or if earlier, the Maturity Date)Notes, (iii) the date to which rate of interest has been paid under each of the Notes, (iv) whetherthe terms of payment and maturity date of the Notes, to (v) the Borrower’s knowledgedate installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, there are no defaults or events which with the passage of time or the giving of notice or both, would constitute an Event of Default, (vii) that the Notes, the Security Instrument and the Indenture are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of the Issuer, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by the Issuer under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by the Indenture Trustee or the Certificate Insurer and reasonably related to the Leases, the obligations secured hereby, the Properties, the Security Instrument or the Indenture.
(b) The Issuer shall use its best efforts to deliver to the Indenture Trustee and the Property Manager, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by the Indenture Trustee or the Property Manager attesting to such facts regarding the Lease as the Indenture Trustee or the Property Manager may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer of any of the Notes contemplated by Section 2.05 hereof, at the Indenture Trustee's or the Noteholder's request, the Issuer shall provide an estoppel certificate to any prospective Noteholder in such form, substance and detail as the Indenture Trustee, such Noteholder or prospective Noteholder may require.
Appears in 1 contract
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party except as disclosed in Exhibit E which is attached hereto and incorporated herein by reference, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitors shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor confirming the accuracy of information provided by such person to Lender under or in respect of this Security Instrument.
(d) After written request by Borrower not more than twice annually, Lender shall furnish Borrower a statement setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, and (iii) the rate of interest of the Note.
Appears in 1 contract
Sources: Fee and Leasehold Mortgage and Security Agreement (Konover Property Trust Inc)
Estoppel Certificates. (a) The After request by ▇▇▇▇▇▇ , (which such request shall be made no more often than once in any twelve (12) month period (unless during the continuance of a Trigger Period and/or in connection with any Secondary Market Transaction)), Borrower, within ten (10) days after the Administrative Agent’s of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesLoan, (ii) the unpaid principal amount of the Loan, (iii) the rate of interest of the Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Loan, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request (which such request shall be made no more often than once in any twelve (12) month period (unless during the continuance of a Trigger Period and/or in connection with any Secondary Market Transaction)), duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at Lender’s reasonable request and only at the time of the consummation of any Secondary Market Transaction, Borrower shall provide an estoppel certificate, in such form, substance and detail as required pursuant to clause (a) above, to any Investor or any prospective Investor that (i) is purchasing (or potentially purchasing) a direct interest in the Loan or (ii) is (or potentially will be) the “B- Buyer” in any Securitization.
(d) Borrower shall use commercially reasonable efforts to deliver to Lender, within ten (10) days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Sources: Loan Agreement (Clipper Realty Inc.)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestBusiness Days, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use reasonable effects to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may reasonably require or as provided in the applicable Lease, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. Notwithstanding the foregoing, Borrower shall only be obligated to request the estoppel certificates described under this Section 7.4(b) not more often than otherwise provided in the applicable Leases.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitors shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor confirming the accuracy of information provided by such person to Lender under or in respect of this Security Instrument.
(d) After written request by Borrower not more than twice annually, Lender shall furnish Borrower a statement setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, and (iv) the balance of the sums in the Escrow Fund, if any, and any reserve accounts.
Appears in 1 contract
Estoppel Certificates. (a) The BorrowerAfter request by Lender, Borrowers, within ten (10) days after the Administrative Agent’s of such request, but following a Securitization, not more often than one time during any calendar year provided no Event of Default exists, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that, to each Borrower’s knowledge, all Leases are in full force and effect and have not been modified in any material respect (vor if so modified, setting forth all such modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of each Borrower, any of the Tenants are in monetary or material non-monetary default under the Leases, and, if any of the Tenants are in monetary or material non-monetary default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrowers under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property.
(b) Borrowers shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as required under such Lease or otherwise as Lender may reasonably require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no known defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. After Securitization of the Loan, Borrowers shall not be required to use commercially reasonable efforts to deliver such estoppel certificates from any Tenant more frequently than once per calendar year.
(c) In connection with the Securitization of the Loan (or any portion thereof or interest therein), at Lender’s request, each Borrower shall provide an estoppel certificate to any Investor or any prospective Investor containing the information listed in Section 4.13(a) above.
(d) Borrowers shall use commercially reasonable efforts to deliver to Lender, upon request, estoppel certificates from each party under each Material Agreement in form and substance reasonably acceptable to Lender. Borrowers’ failure to deliver such estoppels as described in this clause (d) and clause (c) above shall not constitute an Event of Default hereunder.
(e) Borrowers shall deliver to Lender, upon request, an estoppel certificate from the ground lessor in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Estoppel Certificates. (a) The BorrowerEach Owner and Declarant shall, from time to time, within ten (10) days Days after the Administrative Agent’s requestreceipt of written request from any other Owner or Declarant (which shall be no more frequent than three (3) times per calendar year), shall furnish execute, acknowledge and deliver to such party or to any existing or prospective purchaser or Mortgagee designated by such party, an estoppel certificate stating, to the Administrative Agent a written statement, duly acknowledged, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: extent applicable:
(i) that the amount terms and provisions of the Outstanding Principal Amount then owing under this Agreement Declaration are unmodified and each of the Notesare in full force and effect or, if modified, identifying any such modifications;
(ii) the terms of payment and Stated Maturity Date of the Loans whether there is any existing default hereunder (or grounds therefor after giving the requisite notice hereunder) by the requesting party and, if earlierso, specifying the Maturity Date), nature and extent thereof and whether all Improvements located on the requesting party’s Parcel are in compliance with this Declaration;
(iii) the date to which interest has been paid under each whether there are any sums (other than those arising out of the Notesnormal course of operation of City Springs within the previous forty-five (45) Days) which the Person executing such estoppel certificate owes as an Assessment or is entitled to receive or demand from the requesting party, and if there is any such sum, specifying the nature and amount thereof;
(iv) whetherthe nature and extent of any set-offs, to claims, counterclaims, and/or defenses then being asserted or capable of being asserted after giving the Borrower’s knowledgenotice, any offsets if any, required hereunder or defenses exist otherwise known by the Person executing the estoppel certificate against the repayment enforcement of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, requesting party’s obligations hereunder;
(v) the extent to which total amount of all sums owed hereunder and all liens being asserted or capable of being asserted after giving notice, if any, required hereunder, describing the Loan Documents have been Modified by applicable provision or provisions and the Borrower and details of any such lien claim;
(vi) the current address or addresses to which notices given to the Person executing such estoppel certificate are to be mailed; and
(vii) such other information facts or conclusions as the Administrative Agent shall may be reasonably requestrequested.
(b) The Administrative Agent, within ten (10) days after Such estoppel certificate shall not act to estop the Borrower’s reasonable request therefor, shall furnish issuer from asserting a claim or defense against a bona fide encumbrancer or purchaser for value to the Borrower a written statementextent that such claim or defense is based upon facts known to the issuer as of the date of the estoppel certificate which are contrary to the facts contained therein, duly acknowledged, certifying and such bona fide purchaser or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. The issuance of an estoppel certificate shall in no event be construed to waive any rights of the issuer to challenge acts committed by any Owners or Declarant for which approval by the issuer was required but not sought or obtained. The issuance of an estoppel certificate shall in no event subject the party executing such estoppel certificate to any prospective permitted purchaser liability for the negligent or inadvertent failure of an interest in the Borrower or any prospective permitted lender such party to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modifieddisclose correct and/or relevant information.
Appears in 1 contract
Sources: Master Lease Agreement
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the amount of the Outstanding Principal Amount then owing under this Agreement and each original principal amount of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the Obligations secured hereby, the Property or this Security Instrument. Borrower shall deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitors shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor confirming the accuracy of information provided by such person to Lender under or in respect of this Security Instrument. After written request by Borrower not more than twice annually, Lender shall furnish Borrower a statement setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, and (iv) the balance of the sums in the Escrow Fund, if any.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Butler International Inc /Md/)
Estoppel Certificates. After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to one (a1) The Borrowersuch report per fiscal year of the Credit Parties, the Credit Parties, within ten (10) [***] days after the Administrative Agent’s requestand at their expense, shall will furnish to the Administrative Agent with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (ia) the amount of the Outstanding Principal Amount then owing under this Agreement original principal amount of the Notes, and each the unpaid principal amount of the Notes, (iib) the terms rate of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (ivc) whetherthe date payments of interest and/or principal were last paid, to the Borrower’s knowledge, (d) any offsets or defenses exist against to the repayment payment of the Loans andObligations, and if any are alleged to existalleged, a reasonably detailed description the nature thereof, (ve) that the Notes and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the period of time it has existed, and the action being taken to remedy such Default; provided that Agent shall have provided the Register to the Credit Parties, upon a Credit Party’s request, prior to the Credit Parties being required to furnish such statement to Agent. After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to [***] such request per [***] month period, the Credit Parties, within [***] days and at their expense, will furnish Agent with a certificate, signed by a Responsible Officer of the Credit Parties, updating all of the representations and warranties contained in MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 this Agreement and the other Financing Documents and certifying that all of the representations and warranties contained in this Agreement and the other Financing Documents, as updated in accordance with this Agreement from time to time, are true, accurate and complete as of the date of such certificate (except to the extent such representation or warranty expressly relates to an earlier date, in which the Loan Documents have been Modified by the Borrower case such representation or warranty shall be true, accurate and (vi) complete in all material respects as of such other information as the Administrative Agent shall reasonably requestearlier date).
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, and, if any are alleged to exist, a detailed description thereof and (v) the extent to which the Loan Documents have been Modified.
Appears in 1 contract
Sources: Credit, Security and Guaranty Agreement (Cerus Corp)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender’s request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Innovative Micro Technology Inc)
Estoppel Certificates. (a) The Borrower, within ten (10) days after After request by the Administrative Agent’s , the Borrower shall, within fifteen (15) days of such request, shall furnish to the Administrative Agent a written statement, duly acknowledged, certifying to for the Administrative Agent and each Lender and/or, subject to the terms benefit of Section 14.07, Lenders or any proposed assignee of any portion of the interests hereunder: Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the Notes, (ii) the terms of payment and Stated Maturity Date unpaid principal amount of the Loans (or if earlier, the Maturity Date)Notes, (iii) the date to which rate of interest has been paid under each of the Notes, (iv) whetherthe terms of payment and maturity date of the Notes, to (v) the Borrower’s knowledgedate installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Notes, the Mortgages on any Real Estate and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof and (vix) as to any other matters reasonably requested by the extent Administrative Agent and reasonably related to which the obligations created and evidenced by this Agreement, the Loan Documents Documents, the Mortgages or the applicable Real Estate.
(b) The Borrower shall use its commercially reasonable best efforts to deliver to the Administrative Agent for the benefit of the Lenders, promptly upon request of the Administrative Agent, duly executed estoppel certificates from any one or more Tenants (as defined in the applicable Mortgage relating to Real Estate) of Real Property that is subject to a Mortgage attesting to such facts regarding any Lease as the Administrative Agent may require, including, but not limited to, attestations that each such Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been Modifiedpaid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) The Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent for the benefit of the Lenders upon request, estoppel certificates from each party under any reciprocal easement agreement and from any ground lessor under any ground lease in form and substance reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Scripps E W Co /De)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten fifteen (1015) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, there are no defaults or events which with the Borrower’s knowledgepassage of time or the giving of notice or both, would constitute an event of default under the Note or the Security Instrument, (vii) that the Note and this Security Instrument are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and (vprovided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, within a reasonable time following request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender reasonably may require, including but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one quarter in advance, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. Notwithstanding anything to the contrary contained in this Section 7.4(b), so long as (i) the Fleming Lease remains in full force and effect, and (ii) Fleming is ▇▇▇ ▇▇ default under the Fleming Lease beyond any applica▇▇▇ ▇▇▇ice and cure periods set fort▇ ▇▇ ▇▇e Fleming Lease, Lender shall not request estoppel certificates from F▇▇▇▇▇▇ more than two (2) times per calendar year.
(c) ▇▇▇▇ ▇▇y transfer or proposed transfer contemplated by Section 18.1 hereof, at Lender's request, Borrower, any Guarantors and any Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in Section 18.1) or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than once annually, and at Borrower's sole cost and expense, Lender shall furnish to Borrower a statement setting forth (i) the unpaid principal amount of the Note, and (ii) the balance of the sums held in escrow pursuant to the Reserve and Security Agreement.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Corporate Property Associates 15 Inc)
Estoppel Certificates. (a) The After request by Lender, Borrower, within ten (10) days after the Administrative Agent’s requestdays, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, there are no defaults or events which interest has been paid with the passage of time or the giving of notice or both, would constitute an event of default under each any of the NotesLoan Documents, (ivvii) whetherthat the Loan Documents are valid, to the Borrower’s knowledgelegal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified obligations secured by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, Security Instrument and, if any are alleged to exist, a detailed description thereof of them, (ix) that all Leases are in full force and effect and (provided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured by this Security Instrument, the Property or this Security Instrument.
(b) Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more lessees as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to attestations that each Lease covered by the certificate is in full force and effect with no defaults under it on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) Upon any transfer or proposed transfer contemplated by Section 18.1, at Lender’s request, Borrower, [any Guarantor, Indemnitor or SPE Component Entity] shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require.
(d) After written request by Borrower not more than twice annually, Lender shall furnish Borrower a statement setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the balance of the sums in the Escrow Fund, if any, and (v) the extent a statement regarding whether Lender has delivered to which the Loan Documents have been ModifiedBorrower notice of an Event of Default.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement
Estoppel Certificates. (a) The After request by Lender , (which such request shall be made no more often than once in any twelve (12) month period (unless during the continuance of a Trigger Period and/or in connection with any Secondary Market Transaction)), Borrower, within ten (10) days after the Administrative Agent’s of such request, shall furnish to the Administrative Agent Lender or any proposed assignee with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesLoan, (ii) the unpaid principal amount of the Loan, (iii) the rate of interest of the Loan, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Loan, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property.
(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request (which such request shall be made no more often than once in any twelve (12) month period (unless during the continuance of a Trigger Period and/or in connection with any Secondary Market Transaction)), duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.
(c) In connection with any Secondary Market Transaction, at Lender’s reasonable request and only at the time of the consummation of any Secondary Market Transaction, Borrower shall provide an estoppel certificate, in such form, substance and detail as required pursuant to clause (a) above, to any Investor or any prospective Investor that (i) is purchasing (or potentially purchasing) a direct interest in the Loan or (ii) is (or potentially will be) the “B-Buyer” in any Securitization.
(d) Borrower shall use commercially reasonable efforts to deliver to Lender, within ten (10) days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.
Appears in 1 contract
Sources: Loan Agreement (Clipper Realty Inc.)
Estoppel Certificates. (a) The After request by Administrative Agent, Borrower, within ten (10) days after the Administrative Agent’s Business Days of such request, shall furnish to the Administrative Agent (for the benefit of Lenders) or any proposed assignee or any Lender with a written statement, duly acknowledgedacknowledged and certified, certifying to the Administrative Agent and each Lender and/or, subject to the terms of Section 14.07, any proposed assignee of any portion of the interests hereunder: setting forth (i) the original principal amount of the Outstanding Principal Amount then owing under this Agreement and each of the NotesNote, (ii) the unpaid principal amount of the Note, (iii) the rate of interest of the Note, (iv) the terms of payment and Stated Maturity Date maturity date of the Loans (or if earlier, the Maturity Date)Note, (iiiv) the date to which installments of interest has been paid under each of the Notesand/or principal were last paid, (ivvi) whetherthat, to except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Borrower’s knowledgeNote, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the repayment of the Loans and, if any are alleged to exist, a reasonably detailed description thereof, (v) the extent to which the Loan Documents have been Modified by the Borrower and (vi) such other information as the Administrative Agent shall reasonably request.
(b) The Administrative Agent, within ten (10) days after the Borrower’s reasonable request therefor, shall furnish to the Borrower a written statement, duly acknowledged, certifying to any prospective permitted purchaser of an interest in the Borrower or any prospective permitted lender to the Borrower or any lender providing any Guaranteed Line of Credit, as to which the Borrower or any Subsidiary thereof remains or will be obligated under a Guarantee: (i) the amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to which interest has been paid under each of the Notes, (iv) whether, to the actual knowledge of the Person signing on behalf of the Administrative Agent, there are any Defaults on the part of the Borrower under this Agreement or under any of the other Loan Documents, obligations secured hereby and, if any are alleged to exist, a detailed description thereof thereof, (ix) that, to Borrower’s knowledge, all Leases are in full force and effect and have not been modified (vor if modified, setting forth all modifications), (x) the extent date to which the Loan Documents Rents thereunder have been Modifiedpaid pursuant to the Leases, (xi) whether or not, to Borrower’s knowledge after due inquiry of the Manager, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Administrative Agent and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument or the Property. It being understood that Administrative Agent shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default or a sale, participation or assignment to an Assignee or Participant, as applicable.
(b) Borrower shall use commercially reasonable efforts to deliver to Administrative Agent for the benefit of Lenders, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Administrative Agent attesting to such facts regarding the Lease as Administrative Agent may require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease. It being understood that, notwithstanding anything to the contrary in this subsection (b), (1) to the extent that a particular Lease provides for a specific form of estoppel Administrative Agent shall accept such estoppel in the Lease to satisfy this subsection (b) and (2) Administrative Agent shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default or a sale, participation or assignment to an Assignee or Participant, as applicable.
(c) Borrower shall use commercially reasonable efforts to deliver to Administrative Agent for the benefit of Lenders, promptly upon request, estoppel certificates from each party under the Property Documents in form and substance reasonably acceptable to Administrative Agent. It being understood that, notwithstanding anything to the contrary in this subsection (c), (1) to the extent that a particular Property Document provides for a specific form of estoppel Administrative Agent shall accept such estoppel to satisfy this subsection (c) and (2) Administrative Agent shall not exercise its right, pursuant to this subsection, more than two (2) times during each calendar year unless there is an Event of Default or a sale, participation or assignment to an Assignee or Participant, as applicable.
Appears in 1 contract
Sources: Loan Agreement (Cole Credit Property Trust III, Inc.)