Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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. (b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 15 contracts
Samples: Second Mezzanine Loan Agreement (Harrahs Entertainment Inc), Mezzanine Loan Agreement (Harrahs Entertainment Inc), Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Estoppel Statement. (a) After request by Lender, Borrower Pledgor shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower Pledgor shall exercise use commercially reasonable best efforts to deliver to Lender upon Lender’s reasonable request, tenant estoppel certificates from each space commercial tenant leasing space at the PropertiesProperties in form and substance reasonably satisfactory to Lender. Notwithstanding the foregoing, and Lender shall exercise not request tenant estoppel certificates more than one (1) time during each calendar year unless such request is made (i) in connection with a Securitization or (ii) during the continuance of an Event of Default.
(c) Pledgor shall, promptly upon request of Lender, cause Mortgage Borrower to use commercially reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided Lessor stating that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the LoanGround Lease is in full force and effect and has not been modified, amended or assigned, (ii) the unpaid principal amount neither Ground Lessor nor Mortgage Borrower is in default under any of the Loanterms, covenants or provisions of the Ground Lease and the Ground Lessor know of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither the Interest Rate Ground Lessor nor Pledgor has commenced any action or given or received any notice for the purpose of terminating the Loan, Ground Lease and (iv) all sums due and payable to Ground Lessor under the date installments of interest and/or principal were last paid, and (v) that the Loan Documents Ground Lease have not been modified or if modified, giving particulars of such modificationpaid in full.
Appears in 7 contracts
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Estoppel Statement. (a) After request by LenderLender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year Fiscal Year of Borrower) furnish to Lender with or Servicer, as applicable, a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (AA)(i) the original principal amount of the NoteLoan, (Bii) the unpaid principal amount of the Loan, (Ciii) the Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, and (iiB) with respect to any the Mortgage Loan or Senior Mezzanine Loan, setting forth (Ai) the original principal amount of the applicable Mortgage Loan or Senior Mezzanine Loan, (Bii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (Ciii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (Fvi) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessorground lessor, each in form and substance reasonably satisfactory to Lender Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 7 contracts
Samples: Second Mezzanine Loan Agreement (Harrahs Entertainment Inc), Third Mezzanine Loan Agreement (Harrahs Entertainment Inc), Fourth Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan, (Bii) the rate of interest on the Loan, (iii) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any the Maturity Date, (vi) offsets or defenses to the payment of the Debt, if any, and (Fvii) that the Note, this Agreement, the Pledge Agreement Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise use commercially reasonable best efforts to deliver to Lender Lender, consistent with the terms of the Major Leases but not more than twice in any twelve (12) month period (so long as no Event of Default is then continuing), promptly upon request, tenant duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each space tenant leasing space at Major Lease covered thereby is in full force and effect with no defaults thereunder on the Propertiespart of any party, that none of the Rents have been paid more than one month in advance, except as security, and shall exercise that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Major Lease.
(c) [Intentionally Omitted].
(d) Borrower shall, upon request of Lender, use commercially reasonable best efforts to deliver an estoppel certificate from each Ground LessorFranchisor stating (i) whether the applicable Franchise Agreement is in full force and effect and has been modified, each amended or assigned, (ii) whether the Franchisor or Operating Lessee or Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement and whether the Franchisor know of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the Franchise Agreement, (iii) whether Franchisor or Operating Lessee or Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.
(e) Within ten (10) Business Days of request by Lender, Borrower shall furnish Lender, an estoppel certificate from Operating Lessee in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 5 contracts
Samples: Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)
Estoppel Statement. (a) After request by LenderLender from time to time, Borrower but in no event more than two (2) times in any twelve (12) month period except in connection with a Securitization, Borrowers shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (Cii) the Outstanding Principal Balance and all Accrued Interest then due, (iii) the Applicable Interest Rate and the Monthly Interest Rate of the Loan, (Div) the date installments an installment of interest and/or principal were was last paid, (Ev) any offsets or or, to the best of each Borrower’s actual knowledge, defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modifiedor, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower After request by Borrowers, but in no event more than two (2) times in any twelve (12) month period, Lender shall exercise within ten (10) Business Days furnish Borrowers with a statement, duly acknowledged and certified, stating (i) the Outstanding Principal Balance and all Accrued Interest then due, (ii) the Applicable Interest Rate and the Monthly Interest Rate, (iii) the date an installment of interest was last paid, and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender.
(c) Borrowers shall use commercially reasonable best efforts to deliver deliver, or cause to be delivered, to Lender upon within thirty (30) days of receipt of written request, tenant estoppel certificates from each space commercial tenant leasing space at any of the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender Lender; provided that Borrower that, except in connection with a Securitization, Borrowers shall not be required to deliver such certificates more frequently than two (2) times once in any calendar yearyear or less frequently if, and to the extent, so restricted by the terms of any Leases entered into prior to the Closing Date.
(cd) After Borrowers shall deliver, within ten (10) Business Days after request by Lender from time to time, estoppel certificates from each Mortgage Borrower and/or each Mezzanine Borrower, but not more than twice during covering substantially the course of each year, Lender shall furnish Borrower with a statement setting same matters as set forth in clause (ia) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, above and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modificationany other matters reasonably requested by Lender.
Appears in 3 contracts
Samples: Third Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), First Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), Second Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified modified, or if any of them has been modified, giving particulars of such modification, (iiviii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) whether any offsets or defenses to exist against the payment of the debtobligations secured hereby and, if anyany are alleged to exist, a detailed description thereof, (ix) that all Leases and the Master Lease are in full force and effect and (Fprovided the Property is not a residential multifamily property) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if any of them has been modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loanall modifications), (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (Dx) the date installments of interest and/or principal were last paidto which the Rents thereunder have been paid pursuant to the Leases and the Master Lease, (Exi) any offsets whether or defenses not, to the payment best knowledge of Borrower, any of the debtlessees under the Leases or the Master Tenant under the Master Lease are in default under the Leases, and, if anyany of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower or Master Tenant (as applicable) under each Lease and that such amounts are consistent with the amounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property or the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationInstrument.
(b) Borrower shall exercise cause Master Tenant to use commercially reasonable best efforts to deliver obtain and deliver, or caused to Lender be delivered, to Lender, upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver request that Master Tenant obtain such certificates more frequently than two (2) times in any calendar year, unless an Event of Default then exists.
(c) After Borrower shall, upon request by BorrowerLender, but not more than twice during direct Master Tenant to use best efforts to cause Franchisor to replace and/or re-issue any comfort letter or tri-party agreement delivered in connection with the course Loan.
(d) Borrower shall, promptly upon request of each year, Lender shall furnish Borrower with a statement setting forth deliver an estoppel certificate from the Master Tenant stating that (i) the original principal amount of Master Lease is in full force and effect and has not been modified, amended or assigned (or listing the Loanmodifications, amendments or assignments, if any), (ii) no Event of Default (as defined in the unpaid principal amount Master Lease) by Master Tenant exists under the Master Lease (or describing in reasonable detail any Event of the LoanDefault that does exist), (iii) neither Master Tenant nor Borrower has commenced any action or given or received any notice for the Interest Rate purpose of terminating the Loan, Master Lease and (iv) all sums due and payable under the date installments of interest and/or principal were last paid, Master Lease have been paid in full (or describing in reasonable detail any amounts then remaining due and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modificationunpaid).
Appears in 3 contracts
Samples: Loan Agreement (Moody National REIT II, Inc.), Loan Agreement (Moody National REIT II, Inc.), Loan Agreement (Moody National REIT II, Inc.)
Estoppel Statement. (a) After request by LenderLender from time to time, Borrower but in no event more than two (2) times in any twelve (12) month period except in connection with a Securitization, Borrowers shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (Cii) the Outstanding Principal Balance, (iii) the Applicable Interest Rate of the Loan, (Div) the date installments an installment of interest and/or principal were was last paid, (Ev) any offsets or or, to the best of each Borrower’s actual knowledge, defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modifiedor, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower After request by Borrowers, but in no event more than two (2) times in any twelve (12) month period, Lender shall exercise within ten (10) Business Days furnish Borrowers with a statement, duly acknowledged and certified, stating (i) the Outstanding Principal Balance, (ii) the Applicable Interest Rate, (iii) the date an installment of interest was last paid, and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender.
(c) Borrowers shall use commercially reasonable best efforts to deliver deliver, or cause to be delivered, to Lender upon within thirty (30) days of receipt of written request, tenant estoppel certificates from each space commercial tenant leasing space at any of the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender Lender; provided that Borrower that, except in connection with a Securitization, Borrowers shall not be required to deliver such certificates more frequently than two (2) times once in any calendar yearyear or less frequently if, and to the extent, so restricted by the terms of any Leases entered into prior to the Closing Date (other than the HRHI Lease).
(cd) After Borrowers shall deliver, within ten (10) Business Days after request by Lender from time to time, estoppel certificates from each Mortgage Borrower and/or each Mezzanine Borrower, but not more than twice during covering substantially the course of each year, Lender shall furnish Borrower with a statement setting same matters as set forth in clause (ia) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, above and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modificationany other matters reasonably requested by Lender.
Appears in 3 contracts
Samples: Mezzanine Loan Agreement (Morgans Hotel Group Co.), Second Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), Third Mezzanine Loan Agreement (Morgans Hotel Group Co.)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan, the Mortgage Loan and the Senior Mezzanine Loan, (Bii) the rate of interest on the Loan, the Mortgage Loan and the Senior Mezzanine Loan, (iii) the unpaid principal amount of the Loan, (C) the Interest Rate of Mortgage Loan and the Senior Mezzanine Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any the Maturity Date, (vi) offsets or defenses to the payment of the Debt, the Mortgage Loan and the Senior Mezzanine Loan, if any, and (Fvii) that the Note, this Agreement, the Pledge Agreement Agreements and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise cause Senior Mezzanine Borrower to cause Mortgage Borrower to use commercially reasonable best efforts to deliver to Lender Lender, consistent with the terms of the Major Leases but not more than twice in any twelve (12) month period (so long as no Event of Default is then continuing), promptly upon request, tenant duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each space tenant leasing space at Major Lease covered thereby is in full force and effect with no defaults thereunder on the Propertiespart of any party, that none of the Rents have been paid more than one month in advance, except as security, and shall exercise that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Major Lease.
(c) Borrower shall, upon request of Lender, cause Senior Mezzanine Borrower to cause Mortgage Borrower to use commercially reasonable best efforts to deliver an estoppel certificate from each Ground LessorFranchisor stating (i) whether the applicable Franchise Agreement is in full force and effect and has been modified, each amended or assigned, (ii) whether the Franchisor, Operating Lessee or Mortgage Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement and whether the Franchisor know of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the Franchise Agreement, (iii) whether Franchisor, Operating Lessee or Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.
(d) Within ten (10) Business Days of request by Lender, Borrower shall furnish Lender an estoppel certificate from Ashford Keys Junior Operating Lessee, Ashford Keys Senior Operating Lessee and Operating Lessee in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 3 contracts
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) with respect to the LoanOriginal Principal Amount, setting forth (Aii) the original unpaid principal amount of the Note, (B) the unpaid principal amount of the Loan, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) whether any offsets or defenses to exist against the payment of the debtobligations secured hereby and, if anyany are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (Fprovided the Property is not a residential multifamily property) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (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, (Axii) the original principal amount of security deposits held by Mortgage Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationLeases.
(b) Borrower shall exercise reasonable best efforts (or shall cause Mortgage Borrower to), from time to time, obtain from Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender is not legally obligated to deliver such certificates of estoppel and is unwilling to deliver the same, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower expressly representing to Lender the information requested by Lender regarding compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Mortgage Loan which was misrepresented in, or which warrants disclosure and was omitted from such estoppel executed by Borrower and Mortgage Borrower.
(c) Borrower shall cause Mortgage Borrower to obtain and Borrower shall deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement, Mezzanine Loan Agreement (TNP Strategic Retail Trust, Inc.)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and, with respect to any Senior Mezzanine LoanMajor Leases, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (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, (Axii) the original principal amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property or the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationInstrument.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 2 contracts
Samples: Commercial Loan Agreement (Red Oak Capital Fund IV, LLC), Commercial Loan Agreement (Red Oak Capital Fund IV, LLC)
Estoppel Statement. (a) After written request by Lender, but not more than twice in any calendar year (unless requested in connection with a Securitization), Borrower shall within ten fifteen (1015) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, certified (i1) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the LoanNote, (C) the Applicable Interest Rate of the LoanNote, (D) the date installments of interest and/or principal were last paid, (E) any then known offsets or defenses to the payment of the DebtDebt or the payment of the other obligations under the Loan Documents, if any, and (F) that the Note, this Agreement, 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, modification and (ii2) with respect to any the Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine LoanNote, (B) the unpaid principal amount of the Senior Mezzanine LoanNote, (C) the interest rate of the Senior Mezzanine LoanNote, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debtdebt evidenced by the Senior Mezzanine Note, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the Senior Mezzanine Pledge Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii3) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage LoanNote, (B) the unpaid principal amount of the Mortgage LoanNote, (C) the interest rate of the Mortgage LoanNote, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Mortgages 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.
(b) Borrower shall exercise use commercially reasonable best efforts to cause Mortgage Borrower and Baltimore Owner to deliver to Lender upon request, tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties under a Material Lease in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After written request by Borrower, but not more than twice during the course of each in any calendar year, Lender shall within fifteen (15) days furnish Borrower and its designees with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that to the Loan Documents have not been modified knowledge of Lender, no Default or if modified, giving particulars Event of such modificationDefault exists.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Wyndham International Inc), Mezzanine Loan Agreement (Wyndham International Inc)
Estoppel Statement. Tenant shall within five (5) days of Landlord's written request therefor execute, acknowledge and deliver to Landlord or Landlord's designee a statement in writing including the following information (but not limited to)
(a) After request certifying that this Lease constitutes the entire agreement between Landlord and Tenant and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modification(s); (b) the dates to which the rent and other charges hereunder have been paid, and the amount of any security deposited with Landlord; (c) that the Premises have been completed on or before the date of such letter and that all conditions precedent to this lease taking effect have been carried out (or specifying in what way they have not); (d) that Tenant has accepted possession, that the term has commenced, that the Tenant is occupying the Premises, and that Tenant knows of no default under this Lease by Lender, Borrower shall Landlord and that to the best of Tenant's knowledge there are no defaults or offsets which Tenant has against enforcement of this Lease by Landlord; (e) the actual Commencement Date and expiration date of the term of this Lease; and (f) that the Premises are open for business. Any such Estoppel Certificate may be conclusively relied upon by Landlord and any prospective purchaser or encumbrance of the Premises or Project. In the event that such Estoppel Certificate is not so delivered by Tenant as required herein within ten (10) Business Days (butdays of Landlord's request therefor, provided there exists no Default or Event of DefaultTenant will be conclusively deemed for all purposes to have signed and to be bound by such Estoppel Certificate in a form which, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certifiedinter alia, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) states that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have Lease has not been modified or if modified, giving particulars of such modification, ; (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses states that all conditions precedent to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and Lease taking effect have not been modified or if modified, giving particulars of such modification carried out; and (iii) with respect to states that Tenant knows of no default under the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationLease.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 2 contracts
Samples: Commercial Lease (Finisar Corp), Sublease Agreement (Turnstone Systems Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten five (105) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, stating (i) with respect to the Loan, setting forth (A) the original unpaid principal amount of the Note, (B) the unpaid principal amount of the Loan, (Cii) the Interest Rate of the LoanNote, (Diii) the date installments of interest and/or principal were last paid, (Eiv) to Borrower’s actual knowledge, any offsets or defenses to the payment of the Debt, if any, and (Fv) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iiivi) if to Borrower’s actual knowledge, there are any Events of Default under the Loan.
(b) After request by Borrower, Lender shall within ten (10) Business Days furnish Borrower with respect to the Mortgage Loana statement, setting forth duly acknowledged and certified, stating (A) the original principal amount of the Mortgage Loan, (Bi) the unpaid principal amount of the Mortgage LoanNote, (Cii) the interest rate Interest Rate of the Mortgage LoanNote, (Diii) the date installments of interest and/or principal were last paid, (Eiv) whether or not Lender has sent any offsets or defenses to notice of default under the payment Loan Documents which remains uncured in the opinion of the debt, if any, Lender and (Fv) that if to Lender’s actual knowledge, there are any Events of Default under the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationLoan.
(bc) Borrower shall exercise use commercially reasonable best efforts to deliver to Lender Lender, upon thirty (30) days’ request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Tenant under any Lease; provided that such certificate may be in the form and substance reasonably satisfactory to Lender required under such Lease; provided further that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year or two (2) times in any calendar yearyear in which a Securitization occurs.
(cd) After request by BorrowerBorrower shall deliver to Lender, but upon request, estoppel certificates from each party to the REA; provided, however, that such certificates may be in the form required under the REA; provided further that Borrower shall not be required to deliver such certificates more than three (3) times during the term of the Loan and not more frequently than once per calendar year (or twice during the course of each year, Lender shall furnish Borrower with any calendar year in which a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modificationSecuritization occurs).
Appears in 2 contracts
Samples: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan, (Bii) the unpaid principal amount of the Loan, (Ciii) the Applicable Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or or, to the best of Borrower’s knowledge, defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, the Pledge Agreement Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) After request by Borrower, Lender shall within ten (10) Business Days furnish Borrower with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the Applicable Interest Rate, (iii) the date installments of interest and/or principal were last paid, and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender.
(c) Borrower shall exercise use commercially reasonable best efforts to deliver to Lender upon within thirty (30) days of receipt of written request, tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver paying rent in an estoppel certificate from each Ground Lessor, each amount greater than $75,000 per annum in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times once in any calendar yearyear or less frequently if, and to the extent, so restricted by the terms of any Leases entered into prior to the Closing Date.
(cd) After Borrower shall, promptly upon request by Borrowerof Lender, but not more than twice during the course of each year, deliver to Lender shall furnish Borrower with a statement setting forth an estoppel certificate from Hotel Operator stating that (i) the original principal amount of Hotel Operating Lease is in full force and effect and has not been modified, amended (except to the Loanextent permitted under Section 5.1.20 hereof) or assigned (and, if the same has been modified or amended, stating that the Hotel Operating Lease, as so modified or amended, is in full force and effect), (ii) the unpaid principal amount Hotel Owner is not in default under any of the Loanterms, covenants or provisions of the Hotel Operating Lease and Hotel Operator knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Hotel Operating Lease, (iii) Hotel Owner has not commenced any action or given or received any notice for the Interest Rate purpose of terminating the Loan, Hotel Operating Lease and (iv) all sums due and payable under the date installments of interest and/or principal were last paid, and (v) that the Loan Documents Hotel Operating Lease have not been modified or if modified, giving particulars of such modificationpaid in full.
Appears in 2 contracts
Samples: Loan Agreement (FelCor Lodging Trust Inc), Loan Agreement (FelCor Lodging Trust Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten five (105) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, stating
(i) with respect to Borrower’s knowledge, the Loan, setting forth (A) the original unpaid principal amount of the Note, (Bii) to Borrower’s knowledge, the unpaid principal amount of the Loan, (C) the Applicable Interest Rate of the LoanNote, (Diii) to Borrower’s knowledge, the date installments of interest and/or principal were last paid, (Eiv) any offsets or defenses to the payment of the Debt, if any, and (Fv) that the Note, this Agreement, the Pledge Senior Loan Agreement, the Building Loan 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise use commercially reasonable best efforts to deliver or cause to Lender be delivered to Lender, upon Lender’s request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground LessorTenant under any Lease; provided that such certificate may be in the form required under such Lease; provided, each in form and substance reasonably satisfactory to Lender provided further, that Borrower shall not be required to deliver or cause to be delivered such certificates more frequently than two (2) times in any calendar yeartwelve (12) month period.
(c) After request by BorrowerLender, but not more than twice during the course of each year, Borrower shall within ten (10) Business Days furnish Lender shall furnish Borrower with a statement setting forth statement, duly acknowledged and certified, stating (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Mortgage Loan, (iii) the Interest Rate of the Loan, (ivii) the date installments of the interest and/or principal were last paid, (iii) to Borrower’s knowledge, any offsets or defenses to the payment of the Mortgage Loan, if any, and (viv) that the Mortgage Loan Documents have not been modified or if modified, giving particulars of such modification. After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, stating (A) the unpaid principal amount of the First Mezzanine Loan, (B) the date installments of the interest and/or principal were last paid, (C) to Borrower’s knowledge, any offsets or defenses to the payment of the First Mezzanine Loan, if any, and (D) that the First Mezzanine Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 2 contracts
Samples: Second Mezzanine Loan Agreement, Second Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, the Pledge Agreement 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) tenant estoppel certificates from each space tenant leasing space under a Major Lease at the PropertiesProperty in form and substance reasonably satisfactory to Lender.
(c) Borrower shall, and shall exercise promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) use commercially reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided Franchisor stating that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the LoanFranchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) the unpaid principal amount neither Franchisor nor Borrower nor Operating Tenant is in default under any of the Loanmaterial terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Borrower nor Operating Tenant has commenced any action or given or received any notice for the Interest Rate purpose of terminating the Loan, Franchise Agreement and (iv) all sums due and payable to Franchisor under the date installments Franchise Agreement have been paid in full.
(d) Borrower shall, promptly upon request of interest and/or principal were last paidLender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Operating Tenant stating that (i) the Operating Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Operating Tenant nor Borrower is in default under any of the material terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Operating Lease, (iii) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (viv) all sums due and payable to Operating Tenant under the Operating Lease has been paid in full.
(e) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Manager stating that (i) the Loan Documents have Management Agreement is in full force and effect and has not been modified or if modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Manager nor Borrower nor Operating Tenant, as the case may be, is in default under any of the material terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving particulars of such modificationnotice or both, would constitute an event of default under the Management Agreement, (iii) neither Manager nor Borrower nor Operating Tenant, as the case may be, has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (iv) all sums due and payable to Manager under the Management Agreement has been paid in full.
Appears in 2 contracts
Samples: Loan Agreement (Meristar Hospitality Operating Partnership Lp), Loan Agreement (Meristar Hospitality Corp)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, and (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessorground lessor, each in form and substance reasonably satisfactory to Lender Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 2 contracts
Samples: First Mezzanine Loan Agreement (Harrahs Entertainment Inc), First Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) tenant estoppel certificates from each space tenant leasing space under a Major Lease at the Propertieseach Individual Property in form and substance reasonably satisfactory to Lender.
(c) Borrower shall, and shall exercise promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) use commercially reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided Franchisor stating that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the LoanFranchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) the unpaid principal amount neither Franchisor nor Borrower nor Operating Tenant is in default under any of the Loanmaterial terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Borrower nor Operating Tenant has commenced any action or given or received any notice for the Interest Rate purpose of terminating the Loan, Franchise Agreement and (iv) all sums due and payable to Franchisor under the date installments Franchise Agreement have been paid in full.
(d) Borrower shall, promptly upon request of interest and/or principal were last paidLender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Operating Tenant stating that (i) the Operating Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Operating Tenant nor Borrower is in default under any of the material terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Operating Lease, (iii) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (viv) all sums due and payable to Operating Tenant under the Operating Lease has been paid in full.
(e) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Manager stating that (i) the Loan Documents have Management Agreement is in full force and effect and has not been modified or if modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Manager nor Borrower nor Operating Tenant, as the case may be, is in default under any of the material terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving particulars of such modificationnotice or both, would constitute an event of default under the Management Agreement, (iii) neither Manager nor Borrower nor Operating Tenant, as the case may be, has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (iv) all sums due and payable to Manager under the Management Agreement has been paid in full.
Appears in 2 contracts
Samples: Loan Agreement (Meristar Hospitality Corp), Loan Agreement (Meristar Hospitality Operating Partnership Lp)
Estoppel Statement. (a) After written request by Lender, Borrower shall within ten fifteen (1015) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any then known offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable use its best efforts to deliver to Lender upon request, tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(c) After written request by Borrower, but not more than twice during the course of each year, Lender shall furnish to Borrower with within fifteen (15) days, a statement setting forth (i) the amount of the original principal amount of the LoanNote, (ii) the unpaid principal amount of the LoanNote, (iii) the Applicable Interest Rate of the LoanRate, (iv) the date installments amount of interest and/or principal were last paidReserve Funds held by Lender, and if any, (viv) that the Loan Documents have not been modified (or, listing such modifications, if applicable), (v) that there are no currently outstanding notices of Default sent to Borrower (or listing such notices, if applicable) and (vi) the date the last installment of principal and interest has been paid.
(d) Borrower shall use its commercially reasonable efforts to promptly upon request of Lender, deliver an estoppel certificate from each Franchisor stating that (i) the Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving particulars of such modificationnotice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last the most recent Monthly Debt Service Payment Amount was paid, (Evi) that, except as provided in such statement, to Borrower’s knowledge there are no Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (subject to creditor’s rights and general principals of equity) and have not been modified or if modified, giving particulars of such modification, (iiviii) whether, to Borrower’s knowledge, any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (provided the applicable Individual 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 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 respect the amounts required under each Lease, and (xiii) as to any Senior Mezzanine Loanother matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property (or any portion thereof) or the Security Instrument.
(b) After request by Borrower, Lender shall within ten (10) days furnish Borrower or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (Ai) the original principal amount of the applicable Senior Mezzanine LoanNote, (Bii) the unpaid principal amount of the Senior Mezzanine LoanNote, (Ciii) the interest rate Interest Rate of the Senior Mezzanine LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last the most recent Monthly Debt Service Payment Amount was paid, (E) any offsets or defenses to the payment of the debt, if any, and (Fvi) that the Senior Mezzanine Notethat, the Senior Mezzanine Loan except as provided in such statement, to Lender’s knowledge there are no Events of Default under this Agreement and or any of the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationDocuments.
(bc) Borrower shall exercise use commercially reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender or any proposed assignee with a statement, duly acknowledged and certifiedxxxxxxxxx, xxxxxxx xxxxx (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (ix) the original principal amount of the Loan, (ii) the unpaid principal amount rate of interest on the Loan, (iii) the Interest Rate unpaid principal amount of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) the Maturity Date, (vi) offsets or defenses to the payment of the Debt known to and claimed by Borrower, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally and subject, as to enforceability, to general principles of equity and have not been modified or if modified, giving particulars of such modification. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, other than in connection with a Securitization or during the continuance of an Event of Default, Lender shall not be permitted to request such an estoppel statement more frequently than two (2) times per calendar year.
(b) Upon not less than twenty (20) days prior written notice to Lender, Lender shall provide an estoppel certificate to Borrower containing the following information: (i) the outstanding principal balance of the Loan; (ii) the then current Note Rate, Payment Date and Interest Accrual Period; (iii) the date the last Monthly Payment Amount was paid; (iv) whether the Loan is current and in good standing with no known defaults thereunder; (v) the scheduled Maturity Date; (vi) the balance of each of the Reserve Funds, and (vii) and that the Note, this Agreement, the Mortgage and the other Loan Documents have not been modified or if modified, giving particulars of such modification. Lender will provide the information contained described above only for the information of the addressee of the estoppel certificate, and no other party shall be entitled to rely in any respect on the information contained therein. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Borrower shall not be permitted to request such an estoppel statement more frequently than two (2) times per calendar year.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that, except as provided in such statement, all Leases are in full force and effect and, with respect to any Senior Mezzanine LoanMaterial Leases, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not 44 been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (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 lessees are in default, setting forth the specific nature of all such defaults, (Axii) the original principal amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property (or any portion thereof) or the Security Instruments and the other Mortgage Loan Documents are validInstrument; provided, legal and binding obligations and have however, that Borrower shall not been modified or if modified, giving particulars of be obligated to provide such modificationa certificate more frequently than two (2) times in any twelve month period.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant Tenant under a Material Lease leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall Borrower, within ten (10) Business Days (butDays, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) shall furnish Lender or any proposed assignee with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanRate, (Div) the Maturity Date, (v) the date installments of interest and/or principal were last paid, (Evi) any offsets that, except as provided in such statement, to Borrower’s Actual Knowledge, there are no defaults or defenses to events which with the payment passage of time or the Debtgiving of notice or both, if anywould constitute an Event of Default, and (Fvii) that this Agreement, the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or or, if modified, giving particulars of such modification, (iiviii) with respect whether, to Borrower’s Actual Knowledge, any Senior Mezzanine Loanoffsets or defenses exist against the obligations secured by the Pledge Agreement and, if any are alleged to exist, a detailed description thereof, (ix) to Borrower’s Actual Knowledge after due inquiry of the Manager, all Leases are in full force and effect and 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 Borrower’s Actual 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 Obligations, the Properties, this Agreement, the Collateral or any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity. With respect to clauses (ix), (x), (xi) and (xii) above, such certifications shall only be included in such statement if requested by the Rating Agencies or the Investors and such certifications may only be requested by Lender once in any calendar year.
(b) Upon written request by Borrower to Lender, Lender shall provide an estoppel certificate to Borrower which states (A) the original current principal amount balance of the applicable Senior Mezzanine LoanNote and the date to which interest has been paid, (B) the unpaid principal amount of the Senior Mezzanine LoanApplicable Interest Rate, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loanreceived by Lender, (D) the date installments of interest and/or principal were last paidMaturity Date, and (E) any offsets or defenses that, except as provided in such estoppel certificate, to Lender’s knowledge, no default on the payment part of Borrower under the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan this Agreement, the Security Instruments and Pledge Agreement or the other Mortgage Loan Documents are valid, legal has occurred and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to is continuing. Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates an estoppel certificate more frequently than two one (21) times time in any calendar yeartwelve-month period.
(c) After Borrower shall use, and shall cause Mortgage Borrower to use, commercially reasonable efforts (and best efforts in connection with a Securitization or Syndication, excluding litigation or the payment of any required purchase price or other compensation for same to tenants) to obtain and deliver to Lender, promptly upon Lender’s request (to be made no more frequently by BorrowerLender or Mortgage Lender than once in any twelve-month period, unless such request is made in connection with a Securitization or Syndication), duly executed estoppel certificates from the lessees under one or more Major Leases, as required by Lender, attesting to such facts regarding such Major Leases as Lender may reasonably require, including but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents payable under such Major Lease have been paid more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paidone month in advance, and (v) that the Loan Documents have not been modified lessee claims no defense or if modified, giving particulars offset against the full and timely performance of its obligations under such modificationMajor Lease.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, stating (i) with respect to the Loan, setting forth (A) the original unpaid principal amount of the Note, (Bii) the unpaid principal amount of the Loan, (C) the Applicable Interest Rate of the LoanNote, including, without limitation, the then current Applicable Spread, (Diii) the date installments of interest and/or principal were last paid, (Eiv) any offsets or defenses to the payment of the Debt, if any, and (Fv) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by BorrowerLender, but not more than twice during the course of each year, Borrowers shall within ten (10) Business Days furnish Lender shall furnish Borrower with a statement setting forth from Mortgage Loan Agent, duly acknowledged and certified, stating (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Building Loan, the Acquisition Loan and the Project Loan, (iiiii) the Interest Rate interest rate of the LoanBuilding Loan Note, the Acquisition Loan Note and the Project Loan Note, including, without limitation, the then current spread, (iviii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the Mortgage Loans, if any, and (v) that the Building Loan Agreement, the Acquisition Loan Agreement, the Project Loan Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification.
(c) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement from Second Mezzanine Lender, duly acknowledged and certified, stating (i) the unpaid principal amount of the Second Mezzanine Loan, (ii) the interest rate of the Second Mezzanine Loan, including, without limitation, the then current spread, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the Second Mezzanine Loan, if any, and (v) that Second Mezzanine Loan Agreement and the other Mezzanine Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.and
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall Borrower, within ten (10) Business Days (butDays, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) shall furnish Lender or any proposed assignee with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanRate, (Div) the Maturity Date, (v) the date installments of interest and/or principal were last paid, (Evi) any offsets that, except as provided in such statement, to Borrower’s Actual Knowledge, there are no defaults or defenses to events which with the payment passage of time or the Debtgiving of notice or both, if anywould constitute an Event of Default, and (Fvii) that this Agreement, the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or or, if modified, giving particulars of such modification, (iiviii) with respect whether, to Borrower’s Actual Knowledge, any Senior Mezzanine Loanoffsets or defenses exist against the obligations secured by the Pledge Agreement and, if any are alleged to exist, a detailed description thereof, (ix) to Borrower’s Actual Knowledge after due inquiry of the Manager, all Leases are in full force and effect and 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 Borrower’s Actual 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 Obligations, the Properties, this Agreement, the Collateral or any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity. With respect to clauses (ix), (x), (xi) and (xii) above, such certifications shall only be included in such statement if requested by the Rating Agencies or the Investors and such certifications may only be requested by Lender once in any calendar year.
(b) Upon written request by Borrower to Lender, Lender shall provide an estoppel certificate to Borrower which states (A) the original current principal amount balance of the applicable Senior Mezzanine LoanNote and the date to which interest has been paid, (B) the unpaid principal amount of the Senior Mezzanine LoanApplicable Interest Rate, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loanreceived by Lender, (D) the date installments of interest and/or principal were last paidMaturity Date, and (E) any offsets or defenses that, except as provided in such estoppel certificate, to Lender’s knowledge, no default on the payment part of Borrower under the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan this Agreement, the Security Instruments and Pledge Agreement or the other Mortgage Loan Documents are valid, legal has occurred and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to is continuing. Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates an estoppel certificate more frequently than two one (21) times time in any calendar yeartwelve-month period.
(c) After Borrower shall use, and shall cause Mortgage Borrower to use, commercially reasonable efforts (and best efforts in connection with a Securitization or Syndication, excluding litigation or the payment of any required purchase price or other compensation for same to tenants) to obtain and deliver to Lender, promptly upon Lender’s request (to be made no more frequently by BorrowerLender or Mortgage Lender than once in any twelve-month period, unless such request is made in connection with a Securitization or Syndication), duly executed estoppel certificates from the lessees under one or more Major Leases, as required by Lender, attesting to such facts regarding such Major Leases as Lender may reasonably require, including but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents payable under such Major Lease have been paid more than twice during one month in advance, and that the course lessee claims no defense or offset against the full and timely performance of each yearits obligations under such Major Lease.
(d) Borrower shall use, Lender and shall furnish cause Mortgage Borrower to use, commercially reasonable efforts (and best efforts in connection with a statement setting forth Securitization or Syndication, excluding litigation or the payment of any required purchase price or other compensation for same to the condominium board) to obtain and deliver to Lender, promptly upon Lender’s request (to be made no more frequently by Lender or Mortgage Lender than once in any twelve-month period, unless such request is made in connection with a Securitization or Syndication), a duly executed estoppel certificate from the applicable condominium board or the applicable Individual Property that is subject to a condominium regime which shall include, without limitation, (i) the original principal amount of the Loanunpaid common charges and other amounts, if any, accrued against such Individual Property, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan applicable Condominium Documents have not been modified or amended, or, if modifiedthey have, giving particulars a description of the modifications or amendments, (iii) that all payments due and payable by Mortgage Borrower under the applicable Condominium Documents have been paid in full, and (iv) that Mortgage Borrower is not in default under the Condominium Documents or, if it is in default, a detailed description of such modificationdefault.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Estoppel Statement. (a) After request by LenderLender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year Fiscal Year of Borrower) furnish to Lender with or Servicer, as applicable, a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (AA)(i) the original principal amount of the NoteLoan, (Bii) the unpaid principal amount of the Loan, (Ciii) the Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, and (iiB) with respect to any Senior Mezzanine the Mortgage Loan, setting forth (Ai) the original principal amount of the applicable Senior Mezzanine Mortgage Loan, (Bii) the unpaid principal amount of the Senior Mezzanine Mortgage Loan, (Ciii) the interest rate of the Senior Mezzanine Mortgage Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (Fvi) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Agreement 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessorground lessor, each in form and substance reasonably satisfactory to Lender Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Estoppel Statement. (a) After written request by Lender, but not more than twice in any calendar year (unless requested in connection with a Securitization), Borrower shall within ten fifteen (1015) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, certified (i1) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the LoanNote, (C) the Applicable Interest Rate of the LoanNote, (D) the date installments of interest and/or principal were last paid, (E) any then known offsets or defenses to the payment of the DebtDebt or the payment of the other obligations under the Loan Documents, if any, and (F) that the Note, this Agreement, 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, modification and (ii2) with respect to any Senior Mezzanine the Mortgage Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine LoanMortgage Note, (B) the unpaid principal amount of the Senior Mezzanine LoanMortgage Note, (C) the interest rate of the Senior Mezzanine LoanMortgage Note, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to debt evidenced by the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debtNote, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Mortgages 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.
(b) Borrower shall exercise use commercially reasonable best efforts to cause Mortgage Borrower and Baltimore Owner to deliver to Lender upon request, tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties under a Material Lease in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After written request by Borrower, but not more than twice during the course of each in any calendar year, Lender shall within fifteen (15) days furnish Borrower and its designees with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that to the Loan Documents have not been modified knowledge of Lender, no Default or if modified, giving particulars Event of such modificationDefault exists.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Wyndham International Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last the most recent Monthly Debt Service Payment Amount was paid, (Evi) that, except as provided in such statement, to Borrower’s knowledge there are no Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (subject to creditor’s rights and general principals of equity) and have not been modified or if modified, giving particulars of such modification, (iiviii) whether, to Borrower’s knowledge, any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (provided the applicable Individual 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 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 respect the amounts required under each Lease, and (xiii) as to any Senior Mezzanine Loanother matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property (or any portion thereof) or the Security Instrument.
(b) After request by Borrower, Lender shall within ten (10) days furnish Borrower or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (Ai) the original principal amount of the applicable Senior Mezzanine LoanNote, (Bii) the unpaid principal amount of the Senior Mezzanine LoanNote, (Ciii) the interest rate Interest Rate of the Senior Mezzanine LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last the most recent Monthly Debt Service Payment Amount was paid, (E) any offsets or defenses to the payment of the debt, if any, and (Fvi) that the Senior Mezzanine Notethat, the Senior Mezzanine Loan except as provided in such statement, to Lender’s knowledge there are no Events of Default under this Agreement and or any of the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationDocuments.
(bc) Borrower shall exercise use commercially reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver request such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) with respect to the LoanOriginal Principal Amount, setting forth (Aii) the original unpaid principal amount of the Note, (B) the unpaid principal amount of the Loan, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and, with respect to any Senior Mezzanine LoanMajor Leases, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (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, (Axii) the original principal amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property or the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationInstrument.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: Commercial Loan Agreement (Red Oak Capital Fund IV, LLC)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the amount of the original principal amount of the NoteLoan, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine the Mortgage Loan, setting forth (AU) the original principal amount of the applicable Mortgage Note, (V) the unpaid principal amount of the Mortgage Note, (W) the interest rate of the Mortgage Note, (X) the date installments of interest and/or principal under the Mortgage Loan were last paid, (Y) any offsets or defenses to the payment of the debt, if any, and (Z) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents have not been modified or if modified, giving particulars of such modification, and (iii) with respect to the Senior Mezzanine Loan, setting forth the (A) unpaid principal amount of the Senior Mezzanine Note, (B) the unpaid principal amount of the Senior Mezzanine LoanNote, (C) the interest rate of the Senior Mezzanine LoanNote, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise use commercially reasonable best efforts to deliver or cause to be delivered to Lender, Mortgage Lender and Other Mezzanine Lender, upon request, tenant estoppel certificates from each space commercial tenant leasing space in excess of three thousand (3,000) square feet at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver or cause to be delivered such certificates to Lender and Mortgage Lender and the Other Mezzanine Lenders, collectively, more frequently than two (2) times in any calendar year; provided, that any such estoppel shall, to the extent permitted under the applicable lease, be addressed to Lender, Mortgage Lender and the Other Mezzanine Lenders.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan, the Mortgage Loan and the Senior Mezzanine Loan, (Bii) the rate of interest on the Loan, the Mortgage Loan and the Senior Mezzanine Loan, (iii) the unpaid principal amount of the Loan, (C) the Interest Rate of Mortgage Loan and the Senior Mezzanine Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any the Maturity Date, (vi) offsets or defenses to the payment of the Debt, the Mortgage Loan and the Senior Mezzanine Loan, if any, and (Fvii) that the Note, this Agreement, the Pledge Agreement Agreements and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise cause Senior Mezzanine Borrower to cause Mortgage Borrower to use commercially reasonable best efforts to deliver to Lender, consistent with the terms of the Major Leases but not more than twice in any twelve (12) month period (so long as no Event of Default is then continuing), promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each Major 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 Tenant claims no defense or offset against the full and timely performance of its obligations under the Major Lease.
(c) Upon Lender’s request, Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to use commercially reasonable efforts to deliver to Lender an estoppel certificate from the lessor under each Ground Lease stating that (i) such Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither the lessor nor Mortgage Borrower is in default under any of the terms, covenants or provisions of such Ground Lease and such lessor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under such Ground Lease, (iii) neither the lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating such Ground Lease and (iv) all sums due and payable under such Ground Lease have been paid in full.
(d) Borrower shall, upon requestrequest of Lender, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise cause Senior Mezzanine Borrower to cause Mortgage Borrower to use commercially reasonable best efforts to deliver an estoppel certificate from each Ground LessorFranchisor stating (i) whether the applicable Franchise Agreement is in full force and effect and has been modified, each amended or assigned, (ii) whether the Franchisor, Operating Lessee or Mortgage Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement and whether the Franchisor know of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the Franchise Agreement, (iii) whether Franchisor, Operating Lessee or Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.
(e) Within ten (10) Business Days of request by Lender, Borrower shall furnish Lender an estoppel certificate from Ashford Keys Junior Operating Lessee, Ashford Keys Senior Operating Lessee and Operating Lessee in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, Loan setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (Fvi) that the Note, this Agreement, 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; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to provide such statement more than one (ii1) time in any calendar year.
(b) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, with respect to any Senior Mezzanine the Mortgage Loan, setting forth (Ai) the original principal amount of the applicable Senior Mezzanine LoanMortgage Note, (Bii) the unpaid principal amount of the Senior Mezzanine LoanMortgage Note, (Ciii) the interest rate of the Senior Mezzanine LoanMortgage Note, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (Fvi) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Mortgage 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.; provided, however, so long as no Event of Default has occurred and is continuing, Borrower shall not be required to provide such statement more than one (1) time in any calendar year;
(bc) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, with respect to the Mezzanine A Loan, setting forth (i) the original principal amount of the Mezzanine A Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mezzanine A Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mezzanine A Note, the Mezzanine A Loan Agreement, the Mezzanine A Pledge Agreement and the other Mezzanine A Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification; provided, however, so long as no Event of Default has occurred and is continuing, Borrower shall not be required to provide such statement more than one (1) time in any calendar year; and
(d) Borrower shall exercise reasonable best efforts cause Mortgage Borrower to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts commercial Tenant party to deliver an estoppel certificate from each Ground Lessor, each a Major Lease in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to cause Mortgage Borrower to deliver such certificates more frequently than two (2) times in any calendar yearyear provided any such estoppel shall be addressed to Lender, Mortgage Lender and Mezzanine A Lender.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (Cii) the Outstanding Principal Balance, (iii) the Applicable Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment performance of the DebtObligations, if any, and (Fvi) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations Borrower and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender on the Closing Date and thereafter upon request, request tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by BorrowerLender, but not more than twice during the course of each year, Borrower shall within ten (10) days furnish Lender shall furnish Borrower with a statement statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the unpaid principal amount of the Mortgage Loan, (iii) the Interest Rate interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paidpaid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vvi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrower and have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall Borrower, within ten (10) Business Days (butDays, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) shall furnish Lender or any proposed assignee with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanRate, (Div) the Maturity Date, (v) the date installments of interest and/or principal were last paid, (Evi) any offsets that, except as provided in such statement, to Borrower’s Actual Knowledge, there are no defaults or defenses to events which with the payment passage of time or the Debtgiving of notice or both, if anywould constitute an Event of Default, and (Fvii) that this Agreement, the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or or, if modified, giving particulars of such modification, (iiviii) with respect whether, to Borrower’s Actual Knowledge, any Senior Mezzanine Loanoffsets or defenses exist against the obligations secured by the Pledge Agreement and, if any are alleged to exist, a detailed description thereof, (ix) to Borrower’s Actual Knowledge after due inquiry of the Manager, all Leases are in full force and effect and 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 Borrower’s Actual 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 Obligations, the Properties, this Agreement, the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity or any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity. With respect to clauses (ix), (x), (xi) and (xii) above, such certifications shall only be included in such statement if requested by the Rating Agencies or the Investors and such certifications may only be requested by Lender once in any calendar year.
(b) Upon written request by Borrower to Lender, Lender shall provide an estoppel certificate to Borrower which states (A) the original current principal amount balance of the applicable Senior Mezzanine LoanNote and the date to which interest has been paid, (B) the unpaid principal amount of the Senior Mezzanine LoanApplicable Interest Rate, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loanreceived by Lender, (D) the date installments of interest and/or principal were last paidMaturity Date, and (E) any offsets or defenses that, except as provided in such estoppel certificate, to Lender’s knowledge, no default on the payment part of Borrower under the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan this Agreement, the Security Instruments and Pledge Agreement or the other Mortgage Loan Documents are valid, legal has occurred and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to is continuing. Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates an estoppel certificate more frequently than two one (21) times time in any calendar yeartwelve-month period.
(c) After Borrower shall use, and shall cause Mortgage Borrower to use, commercially reasonable efforts (and best efforts in connection with a Securitization or Syndication, excluding litigation or the payment of any required purchase price or other compensation for same to tenants) to obtain and deliver to Lender, promptly upon Lender’s request (to be made no more frequently by BorrowerLender, Mortgage Lender or Mezzanine A Lender than once in any twelve-month period, unless such request is made in connection with a Securitization or Syndication), duly executed estoppel certificates from the lessees under one or more Major Leases, as required by Lender, attesting to such facts regarding such Major Leases as Lender may reasonably require, including but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents payable under such Major Lease have been paid more than twice during one month in advance, and that the course lessee claims no defense or offset against the full and timely performance of each yearits obligations under such Major Lease.
(d) Borrower shall use, Lender and shall furnish cause Mortgage Borrower to use, commercially reasonable efforts (and best efforts in connection with a statement setting forth Securitization or Syndication, excluding litigation or the payment of any required purchase price or other compensation for same to the condominium board) to obtain and deliver to Lender, promptly upon Lender’s request (to be made no more frequently by Lender or Mortgage Lender than once in any twelve-month period, unless such request is made in connection with a Securitization or Syndication), a duly executed estoppel certificate from the applicable condominium board or the applicable Individual Property that is subject to a condominium regime which shall include, without limitation, (i) the original principal amount of the Loanunpaid common charges and other amounts, if any, accrued against such Individual Property, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan applicable Condominium Documents have not been modified or amended, or, if modifiedthey have, giving particulars a description of the modifications or amendments, (iii) that all payments due and payable by Mortgage Borrower under the applicable Condominium Documents have been paid in full, and (iv) that Mortgage Borrower is not in default under the Condominium Documents or, if it is in default, a detailed description of such modificationdefault.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) whether any offsets or defenses to exist against the payment of the debtobligations secured hereby and, if anyany are alleged to exist, a detailed description thereof, (ix) that, except as provided in such statement, all Leases are in full force and effect and (Fprovided the applicable Individual Property is not a residential multifamily property) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (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 lessees are in default, setting forth the specific nature of all such defaults, (Axii) the original principal amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property (or any portion thereof) or this Security Instruments and the other Mortgage Loan Documents are validInstrument; provided, legal and binding obligations and have however, that Borrower shall not been modified or if modified, giving particulars of be obligated to provide such modificationa certificate more frequently than two (2) times in any twelve month period.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon requestrequest (but no more than two (2) times per year when there is no occurrence and continuance of an Event of Default), tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties in form and substance reasonably satisfactory to Lender.
(c) Borrower shall, promptly upon request of Lender provided that Borrower shall not be required to deliver such certificates (but no more frequently than two (2) times in any calendar year.
(c) After request by Borrowerper year when there is no occurrence and continuance of an Event of Default), but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth deliver an estoppel certificate from Franchisor stating that (i) the original principal amount of the LoanFranchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) the unpaid principal amount neither Franchisor nor Borrower is in default under any of the Loanterms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Borrower has commenced any action or given or received any notice for the Interest Rate purpose of terminating the Loan, Franchise Agreement and (iv) all sums due and payable to Franchisor under the date installments of interest and/or principal were last paid, and (v) that the Loan Documents Franchise Agreement have not been modified or if modified, giving particulars of such modificationpaid in full.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) to the knowledge of Borrower, the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) whether any offsets or defenses to exist against the payment of the debtobligations secured hereby and, if anyany are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect (except as otherwise provided) and (Fprovided the Property is not a residential multifamily property) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (xi) whether or not, to the 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, (Axii) the original principal amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property or the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modificationInstrument.
(b) Borrower shall exercise use commercially reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant commercial Tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory acceptable to Lender (it being agreed that an estoppel certificate in the form provided as of the closing of the Loan shall be deemed acceptable to Lender) provided that Borrower shall not be required to deliver such certificates more frequently than (i) two (2) times in any calendar year.
(c) After request by Borroweryear prior to Securitization, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, and (ii) the unpaid principal amount of the Loan, one (iii1) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modificationtime in any calendar year following Securitization.
Appears in 1 contract
Estoppel Statement. (a) After request by LenderLender from time to time, Borrower but in no event more than two (2) times in any twelve (12) month period except in connection with a Securitization, Borrowers shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan and each Component, (Bii) the unpaid principal amount of Note B Outstanding Principal Balance and the LoanNote A Outstanding Principal Balance, (Ciii) the Applicable Interest Rate of the Loaneach Component, (Div) the date installments an installment of interest and/or principal were was last paid, (Ev) any offsets or or, to the best of each Borrower’s actual knowledge, defenses to the payment of the Debt, if any, and (Fvi) that the NoteNotes, this Agreement, the Pledge Agreement Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modifiedor, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower After request by Borrowers, but in no event more than two (2) times in any twelve (12) month period, Lender shall exercise within ten (10) Business Days furnish Borrowers with a statement, duly acknowledged and certified, stating (i) the Note B Outstanding Principal Balance and the Note A Outstanding Principal Balance, (ii) the Applicable Interest Rate of each Component, (iii) the date an installment of interest was last paid, and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender.
(c) Borrowers shall use commercially reasonable best efforts to deliver to Lender upon within thirty (30) days of receipt of written request, tenant estoppel certificates from each space commercial tenant leasing space at any of the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender Lender; provided that Borrower that, except in connection with a Securitization, Borrowers shall not be required to deliver such certificates more frequently than two (2) times once in any calendar yearyear or less frequently if, and to the extent, so restricted by the terms of any Leases entered into prior to the Original Closing Date.
(cd) After Borrowers shall deliver, within ten (10) Business Days after request by BorrowerLender from time to time, but not more than twice during estoppel certificates from First Mezzanine Borrowers and/or Second Mezzanine Borrowers, covering substantially the course of each year, Lender shall furnish Borrower with a statement setting same matters as set forth in clause (ia) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, above and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modificationany other matters reasonably requested by Lender.
Appears in 1 contract
Samples: Loan Agreement (Bref Hr, LLC)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Interest Rate of the LoanNote, (Div) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (Evi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (Fvii) that the Note, this Agreement, 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, (iiviii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that, except as provided in such statement, all Leases are in full force and effect and, with respect to any Senior Mezzanine LoanMaterial Leases, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified (or if modified, giving particulars of such modification and setting forth all modifications), (iiix) with respect the date to which the Rents thereunder have been paid pursuant to the Mortgage LoanLeases, (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 lessees are in default, setting forth the specific nature of all such defaults, (Axii) the original principal amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if anyamounts required under each Lease, and (Fxiii) that as to any other matters reasonably requested by Lender and reasonably related to the Mortgage NoteLeases, the Mortgage Loan Agreementobligations secured hereby, the Property (or any portion thereof) or the Security Instruments and the other Mortgage Loan Documents are validInstrument; provided, legal and binding obligations and have however, that Borrower shall not been modified or if modified, giving particulars of be obligated to provide such modificationa certificate more frequently than two (2) times in any twelve month period.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant Tenant under a Material Lease leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Property in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan, Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and the Mortgage Loan, (Bii) the rate of interest on the Loan, the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and the Mortgage Loan, (iii) the unpaid principal amount of the Loan, (C) Mezzanine A Loan, the Interest Rate of Mezzanine B Loan, the Mezzanine C Loan and the Mortgage Loan, (Div) the date installments of interest and/or principal were last paidpaid under the Loan, Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and the Mortgage Loan, (Ev) any the Maturity Date, (vi) offsets or defenses to the payment of the Debt, Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan or the Mortgage Loan, if any, and (Fvii) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise cause Mortgage Borrower or Operating Lessee to use commercially reasonable best efforts to deliver to Lender, consistent with the terms of the Major Leases but not more than twice in any twelve (12) month period (so long as no Event of Default is then 00000000.0.XXXXXXXX continuing), promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each Major 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 Tenant claims no defense or offset against the full and timely performance of its obligations under the Major Lease.
(c) Upon Lender’s request, Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to deliver to Lender an estoppel certificate from the lessor under the Ground Lease stating that (i) the Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither the lessor nor Mortgage Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and such lessor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither the lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full.
(d) Borrower shall, upon requestrequest of Lender, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise cause Mortgage Borrower or Operating Lessee to use commercially reasonable best efforts to deliver an estoppel certificate from each Ground LessorFranchisor and Manager stating (i) whether the applicable Franchise Agreement or the applicable Management Agreement, each as applicable, is in full force and effect and has been modified, amended or assigned, (ii) whether the Franchisor or Manager, as applicable, or Operating Lessee or Mortgage Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement or the applicable Management Agreement, as applicable, and whether the Franchisor or Manager, as applicable know of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the Franchise Agreement or the applicable Management Agreement, as applicable, (iii) whether Franchisor or Manager, as applicable, or Operating Lessee or Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement or the applicable Management Agreement, as applicable, and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement or the applicable Management Agreement, as applicable, have been paid in full.
(e) Within ten (10) Business Days of request by Lender, Borrower shall furnish Lender, an estoppel certificate from any of Additional Pledgor, Mezzanine A Additional Pledgor, Mezzanine B Additional Pledgor, Mezzanine C Additional Pledgor, HHSD and Operating Lessee in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar yearLender.
(cf) After Borrower shall, upon request by Borrowerof Lender, but not more than twice during cause Mortgage Borrower to use commercially reasonable efforts to deliver an estoppel from each Condominium Board in form and substance substantially similar to the course of each year, Lender shall furnish Borrower related estoppel delivered in connection with a statement setting forth (i) the original principal amount closing of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.. 00000000.0.XXXXXXXX
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Estoppel Statement. (a) After written request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no but not more often than twice during the course of each fiscal year of Borrowerin any calendar year, Borrower shall, or shall cause Xxxxxx Cushion Entity or Xxxxxx Borrowers to within fifteen (15) days furnish Lender with a statement, duly acknowledged and certified, (i) certified with respect to the Loan, setting forth (Ai) the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanNote, (Div) the date installments of interest and/or principal were last paid, (Ev) any then known offsets or defenses to the payment of the DebtDebt or the payment of the other obligations under the Loan Documents, if any, and (Fvi) that the Note, this Agreement, 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, modification and (ii) with respect to any Senior Mezzanine Loanthe Xxxxxx Loans, setting forth (A) the original principal amount of the applicable Xxxxxx Mortgage Note, Xxxxxx Senior Mezzanine LoanNote and the Xxxxxx Xxxxxx Mezzanine Note, (B) the unpaid principal amount of the Xxxxxx Mortgage Note, Xxxxxx Senior Mezzanine LoanNote and the Xxxxxx Xxxxxx Mezzanine Note, (C) the interest rate of the Xxxxxx Mortgage Note, Xxxxxx Senior Mezzanine LoanNote and the Xxxxxx Xxxxxx Mezzanine Note, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Xxxxxx Mortgage Note, the Xxxxxx Mortgage Loan Agreement, the Security Instruments and the other Mortgage Xxxxxx Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise use commercially reasonable best efforts to cause Xxxxxx Cushion Entity and Xxxxxx Borrowers to deliver to Lender upon request, tenant estoppel certificates from each space commercial tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties under a Material Lease in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.. Table of Contents
(c) After written request by Borrower, but not more than twice during the course of each in any calendar year, Lender shall within fifteen (15) days furnish Borrower and its designees with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that to the Loan Documents have not been modified or if modifiedknowledge of Lender, giving particulars no Event of such modificationDefault exists.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Wyndham International Inc)
Estoppel Statement. (a) After request by Lender, Borrower shall Borrower, within ten (10) Business Days (butDays, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) shall furnish Lender or any proposed assignee with a statement, duly acknowledged and certified, setting forth (i) with respect to the Loan, setting forth (A) amount of the original principal amount of the Note, (Bii) the unpaid principal amount of the LoanNote, (Ciii) the Applicable Interest Rate of the LoanRate, (Div) the Maturity Date, (v) the date installments of interest and/or principal were last paid, (Evi) any offsets that, except as provided in such statement, to Borrower’s Actual Knowledge, there are no defaults or defenses to events which with the payment passage of time or the Debtgiving of notice or both, if anywould constitute an Event of Default, and (Fvii) that this Agreement, the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or or, if modified, giving particulars of such modification, (iiviii) with respect whether, to Borrower’s Actual Knowledge, any Senior Mezzanine Loanoffsets or defenses exist against the obligations secured by the Pledge Agreement and, if any are alleged to exist, a detailed description thereof, (ix) to Borrower’s Actual Knowledge after due inquiry of the Manager, all Leases are in full force and effect and 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 Borrower’s Actual 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 Obligations, the Properties, this Agreement, the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity or any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity. With respect to clauses (ix), (x), (xi) and (xii) above, such certifications shall only be included in such statement if requested by the Rating Agencies or the Investors and such certifications may only be requested by Lender once in any calendar year.
(b) Upon written request by Borrower to Lender, Lender shall provide an estoppel certificate to Borrower which states (A) the original current principal amount balance of the applicable Senior Mezzanine LoanNote and the date to which interest has been paid, (B) the unpaid principal amount of the Senior Mezzanine LoanApplicable Interest Rate, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loanreceived by Lender, (D) the date installments of interest and/or principal were last paidMaturity Date, and (E) any offsets or defenses that, except as provided in such estoppel certificate, to Lender’s knowledge, no default on the payment part of Borrower under the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan this Agreement, the Security Instruments and Pledge Agreement or the other Mortgage Loan Documents are valid, legal has occurred and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to is continuing. Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates an estoppel certificate more frequently than two one (21) times time in any calendar yeartwelve-month period.
(c) After Borrower shall use, and shall cause Mortgage Borrower to use, commercially reasonable efforts (and best efforts in connection with a Securitization or Syndication, excluding litigation or the payment of any required purchase price or other compensation for same to tenants) to obtain and deliver to Lender, promptly upon Lender’s request (to be made no more frequently by BorrowerLender, Mortgage Lender or Mezzanine A Lender than once in any twelve-month period, unless such request is made in connection with a Securitization or Syndication), duly executed estoppel certificates from the lessees under one or more Major Leases, as required by Lender, attesting to such facts regarding such Major Leases as Lender may reasonably require, including but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents payable under such Major Lease have been paid more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paidone month in advance, and (v) that the Loan Documents have not been modified lessee claims no defense or if modified, giving particulars offset against the full and timely performance of its obligations under such modificationMajor Lease.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the amount of the original principal amount of the NoteLoan, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, (ii) with respect to the Mortgage Loan, setting forth (U) the original principal amount of the Mortgage Note, (V) the unpaid principal amount of the Mortgage Note, (W) the interest rate of the Mortgage Note, (X) the date installments of interest and/or principal under the Mortgage Loan were last paid, (Y) any offsets or defenses to the payment of the debt, if any, and (Z) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents have not been modified or if modified, giving particulars of such modification, and (iii) with respect to any Senior Mezzanine Loan, setting forth the (A) the original unpaid principal amount of the applicable Senior Mezzanine LoanNote, (B) the unpaid principal amount of the applicable Senior Mezzanine LoanNote, (C) the interest rate of the applicable Senior Mezzanine LoanNote, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the applicable Senior Mezzanine Note, the applicable Senior Mezzanine Loan Agreement and the other applicable Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise use commercially reasonable best efforts to deliver or cause to be delivered to Lender, Mortgage Lender and Other Mezzanine Lender, upon request, tenant estoppel certificates from each space commercial tenant leasing space in excess of three thousand (3,000) square feet at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver or cause to be delivered such certificates to Lender and Mortgage Lender and the Other Mezzanine Lenders, collectively, more frequently than two (2) times in any calendar year; provided, that any such estoppel shall, to the extent permitted under the applicable lease, be addressed to Lender, Mortgage Lender and the Other Mezzanine Lenders.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the amount of the original principal amount of the NoteLoan, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, and (ii) with respect to any Senior Mezzanine the Mortgage Loan, setting forth (AU) the original principal amount of the applicable Senior Mezzanine LoanMortgage Note, (BV) the unpaid principal amount of the Senior Mezzanine LoanMortgage Note, (CW) the interest rate of the Senior Mezzanine LoanMortgage Note, (DX) the date installments of interest and/or principal under the Mortgage Loan were last paid, (EY) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (FZ) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise use commercially reasonable best efforts to deliver or cause to be delivered to Lender, Mortgage Lender and Other Mezzanine Lender, upon request, tenant estoppel certificates from each space commercial tenant leasing space in excess of three thousand (3,000) square feet at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each Properties in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver or cause to be delivered such certificates to Lender and Mortgage Lender and the Other Mezzanine Lenders, collectively, more frequently than two (2) times in any calendar year; provided, that any such estoppel shall, to the extent permitted under the applicable lease, be addressed to Lender, Mortgage Lender and the Other Mezzanine Lenders.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Estoppel Statement. (a) After request by LenderLender from time to time, Borrower but in no event more than two (2) times in any twelve (12) month period except in connection with a Securitization, Borrowers shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, 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, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the LoanOutstanding Principal Balance, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments an installment of interest and/or principal were was last paid, and (v) any offsets or, to the best of each Borrower’s actual knowledge, defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or or, if modified, giving particulars of such modification.
(b) After request by Borrowers, but in no event more than two (2) times in any twelve (12) month period, Lender shall within ten (10) Business Days furnish Borrowers with a statement, duly acknowledged and certified, stating (i) the Outstanding Principal Balance, (ii) the Applicable Interest Rate, (iii) the date an installment of interest was last paid, and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender.
(c) Borrowers shall use commercially reasonable efforts to deliver to Lender within thirty (30) days of receipt of written request, tenant estoppel certificates from each commercial tenant leasing space at any of the Properties, in form and substance reasonably satisfactory to Lender; provided that, except in connection with a Securitization, Borrowers shall not be required to deliver such certificates more frequently than once in any calendar year or less frequently if, and to the extent, so restricted by the terms of any Leases entered into prior to the Closing Date (other than the HRHI Lease).
Appears in 1 contract
Estoppel Statement. (a) After request by Agent or any Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default days furnish Agent or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish such Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (Ai) the original principal amount of the NoteLoan, (Bii) the unpaid principal amount of the Loan, (Ciii) the Applicable Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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.
(b) In connection with a sale or transfer of all or a portion of the Loan, after request by Agent or Lender, Borrower shall cause Mortgage Borrower to, within ten (ii10) days, furnish Agent or such Lender with respect to any Senior Mezzanine Loana statement, duly acknowledged and certified, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (Ai) the original principal amount of the Mortgage Loan, (Bii) the unpaid principal amount of the Mortgage Loan, (Ciii) the interest rate Applicable Interest Rate of the Mortgage Loan, (Div) the date installments of interest and/or principal were last paidpaid under the Mortgage Loan, (Ev) any offsets or defenses to the payment of the debtDebt, if any, under the Mortgage Loan and (Fvi) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Mortgage 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Skilled Healthcare Group Inc)
Estoppel Statement. (a) After request by LenderLender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year Fiscal Year of Borrower) furnish to Lender with or Servicer, as applicable, a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (AA)(i) the original principal amount of the NoteLoan or Senior Mezzanine Loan, (Bii) the unpaid principal amount of the Loan, (Ciii) the Interest Rate of the Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the Debt, if any, and (Fvi) that the Note, this Agreement, 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, and (iiB) with respect to any the Mortgage Loan or Senior Mezzanine Loan, setting forth (Ai) the original principal amount of the applicable Senior Mezzanine Mortgage Loan, (Bii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (Ciii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (Div) the date installments of interest and/or principal were last paid, (Ev) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (Fvi) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents 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.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessorground lessor, each in form and substance reasonably satisfactory to Lender Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Harrahs Entertainment Inc)
