Collateral Pool Properties. Exhibits G and H hereto contain a complete and accurate list of Hotel Properties in the Secured Collateral Pool and in the Negative Collateral Pool as of the Closing Date, and as supplemented from time to time. With respect to each such Collateral Pool Property, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on each Collateral Pool Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, the Borrower has obtained and will maintain the insurance prescribed in Section 6.17 hereof. (b) The Borrower, or the Lessee, has obtained all material certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of each Collateral Pool Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals which it is required to maintain, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification. (c) To the Borrower's knowledge, each Collateral Pool Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, laws relating to the disabled including, but not limited to, the Americans with Disabilities Act to the extent applicable, and other similar laws ("Applicable Laws"). (d) Each Collateral Pool Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and each Collateral Pool Property has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to each Collateral Pool Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (f) Each Collateral Pool Property is served by public water and sewer systems or, if any Collateral Pool Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (g) The Borrower is not aware of any latent or patent structural or other significant deficiency of any Collateral Pool Property. Each Collateral Pool Property is free of damage and waste that would materially and adversely affect the value thereof, is in good repair and there is no deferred maintenance other than ordinary wear and tear. Each Collateral Pool Property is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower threatened condemnation proceedings affecting any Collateral Pool Property, or any part thereof. (h) To the Borrower's knowledge, all liquid and solid waste disposal, septic and sewer systems located on any Collateral Pool Property are in a good and safe condition and repair and to the Borrower's knowledge, in compliance with all Applicable Laws with respect to such systems. (i) All improvements on each Collateral Pool Property lie within the boundaries and building restrictions of the legal description of record of each Collateral Pool Property, no such improvements encroach upon easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof, and no improvements on adjoining properties encroach upon any Collateral Pool Property or easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof. All amenities, access routes or other items that materially benefit each Collateral Pool Property are under direct control of the Borrower, constitute permanent easements that benefit all or part of each Collateral Pool Property or are public property, and each Collateral Pool Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting any Collateral Pool Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (k) Each Collateral Pool Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any Collateral Pool Property or any portion thereof. (l) Each Collateral Pool Property is operated in compliance with a franchise agreement entered into with a franchise chain approved by the Lenders, and the Borrower is not in default under any of the terms thereof. (m) A breach of any of the representations and warranties contained in this Section 6.24 with respect to a Collateral Pool Property shall disqualify, unless otherwise approved by the Required Lenders, such Collateral Pool Property from being in the Collateral Pool but shall not constitute a Default (unless the elimination of such Collateral Pool Property from the Collateral Pool results in a Default under one of the other provisions of this Agreement).
Appears in 2 contracts
Samples: Revolving Credit Agreement (RFS Hotel Investors Inc), Revolving Credit Agreement (RFS Hotel Investors Inc)
Collateral Pool Properties. Exhibits G and H hereto contain a complete and accurate list of Hotel Properties in the Secured Collateral Pool and in the Negative Collateral Pool as of the Closing Date, and as supplemented from time to time. With respect to each such Collateral Pool Property, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld):
(a) No portion of any improvement on each Collateral Pool Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, the Borrower has obtained and will maintain the insurance prescribed in Section 6.17 hereof.
(b) The Borrower, or the Lessee, has obtained all material certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of each Collateral Pool Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals which it is required to maintain, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(c) To the Borrower's knowledge, each Collateral Pool Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, laws relating to the disabled including, but not limited to, the Americans with Disabilities Act to the extent applicable, and other similar laws ("Applicable Laws").
(d) Each Collateral Pool Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and each Collateral Pool Property has accepted or is equipped to accept such utility service.
(e) All public roads and streets necessary for service of and access to each Collateral Pool Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public.
(f) Each Collateral Pool Property is served by public water and sewer systems or, if any Collateral Pool Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems.
(g) The Borrower is not aware of any latent or patent structural or other significant deficiency of any Collateral Pool Property. Each Collateral Pool Property is free of damage and waste that would materially and adversely affect the value thereof, is in good repair and there is no deferred maintenance other than ordinary wear and tear. Each Collateral Pool Property is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower threatened condemnation proceedings affecting any Collateral Pool Property, or any part thereof.
(h) To the Borrower's knowledge, all liquid and solid waste disposal, septic and sewer systems located on any Collateral Pool Property are in a good and safe condition and repair and to the Borrower's knowledge, in compliance with all Applicable Laws with respect to such systems.
(i) All improvements on each Collateral Pool Property lie within the boundaries and building restrictions of the legal description of record of each Collateral Pool Property, no such improvements encroach upon easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof, and no improvements on adjoining properties encroach upon any Collateral Pool Property or easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof. All amenities, access routes or other items that materially benefit each Collateral Pool Property are under direct control of the Borrower, constitute permanent easements that benefit all or part of each Collateral Pool Property or are public property, and each Collateral Pool Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress.
(j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting any Collateral Pool Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided.
(k) Each Collateral Pool Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any Collateral Pool Property or any portion thereof.
(l) Each Collateral Pool Property is operated in compliance with a franchise agreement entered into with a franchise chain approved by the Lenders, and the Borrower is not in default under any of the terms thereof.
(m) A breach of any of the representations and warranties contained in this Section 6.24 with respect to a Collateral Pool Property shall disqualify, unless otherwise approved by the Required Lenders, such Collateral Pool Property from being in the Collateral Pool but shall not constitute a Default (unless the elimination of such Collateral Pool Property from the Collateral Pool results in a Default under one of the other provisions of this Agreement).such
Appears in 1 contract
Samples: Revolving Credit Agreement (RFS Hotel Investors Inc)
Collateral Pool Properties. Exhibits G (a) Schedule 4.3(a) contains a correct and H hereto contain a complete and accurate list of Hotel Properties in the Secured all Collateral Pool and in the Negative Collateral Pool Properties as of the Closing Date, and as supplemented including applicable ownership information.
(b) With respect to each Collateral Pool Property from time to time. With respect to each such Collateral Pool Property, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld)::
(ai) No portion of any improvement on each no Collateral Pool Property is located in an area that has been identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, law or, if any portion of the buildings on such Collateral Pool Properties are located within any such area, the Borrower or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 6.17 hereof.6.10 hereof (including Schedule 6.10)
(bii) The Borrower, or each of the Lessee, has obtained all material certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of each Collateral Pool Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals which it is required to maintain, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(c) To the Borrower's knowledge, each Collateral Pool Property Properties and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws, laws relating Laws (except as disclosed in any environmental report delivered to and approved by the disabled including, but not limited toAdministrative Agent and the Required Lenders (collectively, the Americans with Disabilities Act “Approved ESAs” and each individually, an “Approved ESA”) pursuant to this Agreement or as permitted under the extent applicable, definition of Eligible Property) and other similar laws ("Applicable Laws").applicable laws;
(diii) Each each of the Collateral Pool Property Properties is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and each Collateral Pool Property has accepted or is equipped to accept such utility service.;
(eiv) All all public roads and streets necessary for service of and access to each of the Collateral Pool Property Properties for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public., or appropriate insured private easements are in place;
(fv) Each Collateral Pool Property is served by public water and sewer systems or, if any Collateral Pool Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems.
(g) The the Borrower is not aware of any latent or patent material structural or other significant deficiency of any the Collateral Pool Property. Each Properties;
(vi) each of the Collateral Pool Property Properties is free of damage and material physical waste that would materially and adversely affect the value thereofof such Collateral Pool Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Required Lenders (collectively, the “Approved PCRs” and each individually, an “Approved PCR”) or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear. Each tear except as disclosed in the Approved PCRs;
(vii) each of the Collateral Pool Property Properties is free from damage caused by fire or other casualty. There casualty that is no pending ornot covered by proceeds of, or valid claims under, the insurance required by Section 6.10;
(viii) to the actual Borrower’s knowledge of Borrower threatened condemnation proceedings affecting any Collateral Pool Propertyand except as may be disclosed in the Approved ESAs and Approved PCRs, or any part thereof.
(h) To the Borrower's knowledgein each case, all liquid and solid waste disposal, septic and sewer systems located on any the Collateral Pool Property Properties are (i) in a good and safe condition and repair and to the Borrower's knowledge, (ii) in material compliance with all Applicable Laws with respect to such systems.;
(iix) All Except as disclosed on any survey delivered to and approved by the Administrative Agent with respect to the Collateral Pool Properties, all improvements on each the Collateral Pool Property Properties lie within the boundaries and building restrictions of the legal description descriptions of record of each the Collateral Pool PropertyProperties, no such improvements encroach upon easements benefitting any benefiting the Collateral Pool Property Properties other than encroachments that do not materially adversely affect the use or occupancy thereofof the Collateral Pool Properties and, and to the Borrower’s knowledge, no improvements on adjoining properties encroach upon any the Collateral Pool Property Properties or upon easements benefitting any benefiting the Collateral Pool Property Properties other than encroachments that do not materially adversely affect the use or occupancy thereof. All amenities, access routes or other items that materially benefit each Collateral Pool Property are under direct control of the Borrower, constitute permanent easements that benefit all or part of each Collateral Pool Property or are public property, and each Collateral Pool Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress.
(j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting any Collateral Pool Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided.
(k) Each Collateral Pool Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any Collateral Pool Property or any portion thereof.
(l) Each Collateral Pool Property is operated in compliance with a franchise agreement entered into with a franchise chain approved by the Lenders, and the Borrower is not in default under any of the terms thereof.
(m) A breach of any of the representations and warranties contained in this Section 6.24 with respect to a Collateral Pool Property shall disqualify, unless otherwise approved by the Required Lenders, such Collateral Pool Property from being in the Collateral Pool but shall not constitute a Default (unless the elimination of such Collateral Pool Property from the Collateral Pool results in a Default under one of the other provisions of this Agreement).Properties;
Appears in 1 contract
Samples: Credit Agreement (Cantor Fitzgerald Income Trust, Inc.)
Collateral Pool Properties. Exhibits G and H hereto contain a complete and accurate list of Hotel Properties in the Secured Collateral Pool and in the Negative Collateral Pool as of the Closing Date, and as supplemented from time to time. With respect to each such Collateral Pool Property, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld):
(a) No portion of any improvement on each Collateral Pool Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, the Borrower has obtained and will maintain the insurance prescribed in Section 6.17 hereof.
(b) The Borrower, or the Lessee, has obtained all material certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of each Collateral Pool Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals which it is required to maintain, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(c) To the Borrower's knowledge, each Collateral Pool Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, laws relating to the disabled including, but not limited to, the Americans with Disabilities Act to the extent applicable, and other similar laws ("Applicable Laws").
(d) Each Collateral Pool Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and each Collateral Pool Property has accepted or is equipped to accept such utility service.
(e) All public roads and streets necessary for service of and access to each Collateral Pool Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public.
(f) Each Collateral Pool Property is served by public water and sewer systems or, if any Collateral Pool Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems.
(g) The Borrower is not aware of any latent or patent structural or other significant deficiency of any Collateral Pool Property. Each Collateral Pool Property is free of damage and waste that would materially and adversely affect the value thereof, is in good repair and there is no deferred maintenance other than ordinary wear and tear. Each Collateral Pool Property is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower threatened condemnation proceedings affecting any Collateral Pool Property, or any part thereof.
(h) To the Borrower's knowledge, all liquid and solid waste disposal, septic and sewer systems located on any Collateral Pool Property are in a good and safe condition and repair and to the Borrower's knowledge, in compliance with all Applicable Laws with respect to such systems.
(i) All improvements on each Collateral Pool Property lie within the boundaries and building restrictions of the legal description of record of each Collateral Pool Property, no such improvements encroach upon easements benefitting benefiting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof, and no improvements on adjoining properties encroach upon any Collateral Pool Property or easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof. All amenities, access routes or other items that materially benefit each Collateral Pool Property are under direct control of the Borrower, constitute permanent easements that benefit all or part of each Collateral Pool Property or are public property, and each Collateral Pool Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress.
(j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting any Collateral Pool Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided.
(k) Each Collateral Pool Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any Collateral Pool Property or any portion thereof.
(l) Each Collateral Pool Property is operated in compliance with a franchise agreement entered into with a franchise chain approved by the Lenders, and the Borrower is not in default under any of the terms thereof.
(m) A breach of any of the representations and warranties contained in this Section 6.24 with respect to a Collateral Pool Property shall disqualify, unless otherwise approved by the Required Lenders, such Collateral Pool Property from being in the Collateral Pool but shall not constitute a Default (unless the elimination of such Collateral Pool Property from the Collateral Pool results in a Default under one of the other provisions of this Agreement).
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RFS Hotel Investors Inc)
