Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default. (b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
Appears in 2 contracts
Samples: Mezzanine Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Mezzanine Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Estoppel Statement. (a) Mezzanine Borrower shall, and Lender shall each from time to time, upon thirty (30) days’ prior written request from Mezzanine Lenderthe other, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)requesting party, an Officer’s CertificateCertificate (or in the case of Lender a certificate signed by an authorized officer), stating that this Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount Principal Amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, information with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, Property and the Loan, the Mortgage Loan as Mezzanine Lender applicable, as the requesting party shall reasonably request. The estoppel certificate shall also state either that to requesting party’s knowledge no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunderhereunder, specify such Event Default and, in the case of Default or Mortgage Event of Default and Borrower’s estoppel, the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use request and make commercially reasonable efforts to deliver to Mezzanine Lender, within thirty twenty (3020) days Business Days of Mezzanine receipt of Lender’s written request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date any Lease demising 5,000 or more square feet in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine or in the form any such Tenant is required to deliver pursuant to its Lease; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower shall not be required to request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than one time once in any calendar year; provided. Notwithstanding the foregoing, however, that there nothing contained in this Section 5.1.17 shall be no limit on the number require Borrower to issue or threaten to issue any notice of times Mezzanine Borrower may be required default to obtain any Tenant or to otherwise take any legal action in connection with obtaining such certificates if a Default hereunder or under any otherwise interfere with or disturb the use and occupancy of the Loan Documents (Mezzanine) has occurred and is continuingProperty by any Tenant.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Third Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Third Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit EXHIBIT G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Third Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine After request by Administrative Agent, Borrower shallshall within ten (10) days furnish Administrative Agent with a statement, from time to timeduly acknowledged and certified, upon thirty setting forth (30i) days’ prior written request from Mezzanine Lenderthe original principal amount of the Loan, execute(ii) the unpaid principal amount of the Loan, acknowledge and deliver (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the Mezzanine Lender payment of the Debt, if any, claimed by Borrower, and (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating vi) that this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (Mezzaninesubject to bankruptcy, insolvency or other similar laws and general principles of equity) (and have not been modified or as applicableif modified, the Loan Documents (Mortgage)) are unmodified and in full force and effect (orgiving particulars of such modification; provided, if there have been modificationshowever, that this Agreement and the other Loan Documents (Mezzanine) or, so long as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder orhas occurred and is continuing, if Borrower shall not be required to provide such statement more than two (2) times in any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultcalendar year.
(b) Mezzanine Borrower shall cause Mortgage Borrower to request and use commercially reasonable efforts to deliver to Administrative Agent any estoppel certificates requested by Mortgage Lender pursuant to Section 5.1.15(b) of the Mortgage Loan Agreement (with Administrative Agent included as a reliance party therein) or, if no such estoppel certificates have been requested by Mortgage Lender pursuant to the Mortgage Loan Agreement, by Mezzanine LenderA Administrative Agent pursuant to the Mezzanine A Loan Agreement, within thirty or by Mezzanine B Administrative Agent pursuant to the Mezzanine B Loan Agreement, in any calendar year, (30i) days of Mezzanine Lender’s requestdeliver to Administrative Agent upon request estoppel certificates from CPLV Tenant, tenant (ii) deliver to Administrative Agent upon request estoppel certificates from Manager and (iii) cause CPLV Tenant to deliver estoppel certificates from each commercial Tenant under Material Leases entered into after leasing space at the Closing Date Property in substantially the form and substance reasonably satisfactory to Administrative Agent, provided that in no event shall Borrower be required to cause the delivery of such estoppel certificates to Mezzanine A Administrative Agent, Mezzanine B Administrative Agent, Administrative Agent and/or Mortgage Lender more frequently than two (2) times in any calendar year.
(c) After request by Administrative Agent, Borrower shall cause Mortgage Borrower to within ten (10) days furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the estoppel certificate set forth in Exhibit G provided Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mortgage Loan debt, if any, claimed by Mortgage Borrower, and (vi) that Mezzanine the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) 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 deliver seek such certificates statement more frequently than one (1) time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
Appears in 1 contract
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower Borrower, Senior Mezzanine Borrower, and Intermediate Mezzanine Borrower, to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Junior Mezzanine) (or as applicable, the Loan Documents (Mortgage), Senior Mezzanine Loan Documents, or Intermediate Mezzanine Loan Documents) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Junior Mezzanine) or, as applicable, Loan Documents (Mortgage) ), Senior Mezzanine Loan Documents, or Intermediate Mezzanine Loan Documents are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note, Senior Mezzanine Note, or Intermediate Mezzanine Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, Senior Mezzanine Borrower, Intermediate Mezzanine Borrower, the Property, the Loan, the Mortgage Loan, Senior Mezzanine Loan, and Intermediate Mezzanine Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or of Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Junior Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, and Mezzanine Lender shall each from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lenderthe other, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)requesting party, an Officer’s Certificate's Certificate (or in the case of Mezzanine Lender a certificate signed by an authorized officer), stating that (i) this Agreement and the other Loan Documents (Junior Tier Mezzanine) (or as applicable, and the Loan Documents (Mortgage)Senior Tier Mezzanine) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Junior Tier Mezzanine) or, as applicable, Loan Documents (MortgageSenior Tier Mezzanine) are in full force and effect as modified and setting forth such modifications), stating ; (ii) the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note and the Senior Tier Mezzanine Note; and (or, as applicable, the Mortgage Noteiii) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, information with respect to the Mezzanine Borrower, Senior Tier Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan (Senior Tier Mezzanine as Mezzanine Lender the requesting party shall reasonably request. The estoppel certificate shall also state either that to requesting party's knowledge no Event of Default or Mortgage Senior Tier Mezzanine Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Senior Tier Mezzanine Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Senior Tier Mezzanine Event of Default and and, in the case of Mezzanine Borrower's estoppel, the steps being taken to cure such Event of Default or Mortgage Senior Tier Mezzanine Event of Default.
(b) Mezzanine Borrower shall use request and make commercially reasonable efforts to deliver to Mezzanine Lender, Lender within thirty twenty (3020) days Business Days of receipt of Mezzanine Lender’s 's written request, tenant estoppel certificates from each Tenant under Material Leases entered into after commercial tenant leasing space at the Closing Date Property in substantially the form and substance required under the Loan Agreement (Mortgage), provided that, except after the occurrence and during the continuance of the estoppel certificate set forth in Exhibit G provided that an Event of Default, Mezzanine Borrower shall not be required to request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than one time in any calendar year; provided. Notwithstanding the foregoing, however, that there nothing contained in this Section 5.1.14 shall be no limit on the number of times require Mezzanine Borrower may be required to obtain issue or threaten to issue any notice of default to any Tenant in connection with obtaining such certificates if a Default hereunder or under any otherwise interfere with or disturb the use and occupancy of the Loan Documents (Mezzanine) has occurred and is continuingProperty by any Tenant.
Appears in 1 contract
Samples: Junior Tier Mezzanine Loan and Security Agreement (Maguire Properties Inc)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written After request from by Mezzanine Lender, executeeach Borrower shall within ten (10) Business Days furnish Mezzanine Lender with a statement, acknowledge duly acknowledged and deliver certified, stating (i) the Outstanding Principal Balance of such Borrower's applicable Mezzanine Note, (ii) the Interest Rate for such Borrower's applicable Mezzanine Note, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the Mezzanine Lender payment and performance of the Obligations, if any, and (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating v) that this Agreement and the other Mezzanine Loan Documents (Mezzanine) (to which such Borrower is a party have not been modified or as applicableif modified, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth giving particulars of such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultmodification.
(b) After request by any Borrower, Mezzanine Lender shall within ten (10) Business Days furnish such Borrower with a statement, duly acknowledged and certified, stating (i) the Outstanding Principal Balance of such Borrower's applicable Mezzanine Note, (ii) the Interest Rate for such Borrower's applicable Mezzanine Note, (iii) the date installments of interest and/or principal were last paid, and (iv) whether or not Mezzanine Lender has sent any notice of default under the Mezzanine Loan Documents which remains uncured in the opinion of Mezzanine Lender.
(c) Each Borrower shall deliver (or cause each Owner to deliver) to Mezzanine Lender, upon five (5) Business Days' notice from Mezzanine Lender, an estoppel certificate from each Tenant under any Lease at such Owner's Individual Property (provided that such Borrower or such Owner, as the case may be, shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease); provided, that such certificate may be in the form required under such Lease; and provided, further, that no Borrower or Owner, as the case may be, shall be required to deliver such certificates more frequently than two (2) times in any calendar year.
(d) Borrowers shall deliver (or cause each Owner to deliver) to Mezzanine Lender, within thirty upon five (305) days of Business Days' notice from Mezzanine Lender’s request, tenant estoppel certificates from each Tenant party under Material Leases entered into after the Closing Date Senior Loan Documents; provided, that such certificates may be in substantially the form required under the Senior Loan Documents; and substance of provided, further, that Borrowers or such Owner, as the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower case may be, shall not be required to deliver such certificates more frequently than one time in two (2) times during any calendar applicable year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Horizon Group Properties Inc)
Estoppel Statement. (aA) Mezzanine Borrower shall, from From time to timetime but not more than four (4) times in any calendar year, upon thirty (30) days’ ' prior written request from Mezzanine Lenderthe Administrative Agent, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)Administrative Agent, an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage BorrowerOperating Lessee, the Property, Property and the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that to the Best of Borrower’s Knowledge, no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunderhereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event Default. Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of Default or Mortgage an Event of Default, Borrower shall from time to time upon thirty (30) days' prior written request from Lender, execute, acknowledge and deliver to the Lender, the foregoing Officer's Certificate.
(bB) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine LenderAdministrative Agent, within thirty (30) days of Mezzanine LenderAdministrative Agent’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Estoppel Statement. (a) Mezzanine After request by Xxxxxx, Borrower shallshall within ten (10) days furnish Lender with a statement, from time to timeduly acknowledged and certified, upon thirty setting forth (30i) days’ prior written request from Mezzanine Lenderthe original principal amount of the Note, execute(ii) the unpaid principal amount of the Note, acknowledge and deliver (iii) the Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the Mezzanine Lender payment of the Debt, if any, claimed by Xxxxxxxx, Operating Lessee and (and shall cause vi) that the Note, this Agreement, the Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating that this 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 further that Borrower shall not be required to deliver such certificate more frequently than one (Mezzanine1) (or as applicable, the Loan Documents (Mortgage)) are unmodified and time in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no any calendar year unless an Event of Default has occurred and is continuing or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultin connection with a Securitization.
(b) Mezzanine Borrower shall deliver to Lender, upon request, an estoppel certificate from each Tenant (other than Operating Lessee) under any Lease (excluding the Operating Lease) in form and substance reasonably satisfactory to Lender (provided that Borrower shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s request, tenant provide an estoppel certificates from each Tenant certificate under Material Leases entered into after the Closing Date its Lease); provided that such certificate may be in substantially the form required under such Lease; and substance of the estoppel certificate set forth in Exhibit G provided provided, further, that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year; providedyear unless an Event of Default has occurred and is continuing or in connection with a Securitization.
(c) Borrower shall deliver to Lender, howeverwithin thirty (30) days after request an estoppel certificate from Operating Lessee stating that, that there shall be no limit on to the number best of times Mezzanine Operating Lessee’s knowledge (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 Lessee nor Borrower may be required to obtain such certificates if a Default hereunder or is in default under any of the Loan Documents terms, covenants or provisions of the Operating Lease and Operating Lessee 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, (Mezzanineiii) neither Operating Lessee nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable under the Operating Lease have been paid in full; provided, that Borrower shall not be required to deliver such estoppel certificates more than one (1) time in any calendar year unless an Event of Default has occurred and is continuingcontinuing or in connection with a Securitization.
(d) Borrower shall deliver to Lender, within thirty (30) days after request an estoppel certificate from Licensor stating that, to the best of Licensor’s knowledge (i) the License Agreement 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 Licensor nor Operating Lessee is in default under any of the terms, covenants or provisions of the License Agreement and Licensor 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 License Agreement, (iii) neither Licensor nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating the License Agreement and (iv) all sums due and payable under the License Agreement have been paid in full; provided, that Borrower shall not be required to deliver such estoppel certificates more than one (1) time in any calendar year unless an Event of Default has occurred and is continuing or in connection with a Securitization.
(e) Borrower shall use good faith and commercially reasonable efforts to deliver to Lender, within thirty (30) days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender; provided, that Borrower shall not be required to deliver such estoppel certificates more than one (1) time in any calendar year unless an Event of Default has occurred and is continuing or in connection with a Securitization.
Appears in 1 contract
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (First Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (First Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit EXHIBIT G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (First Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, and Mezzanine Lender shall each from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lenderthe other, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)requesting party, an Officer’s Certificate's Certificate (or in the case of Mezzanine Lender a certificate signed by an authorized officer), stating that (i) this Agreement and the other Loan Documents (Mezzanine) (or as applicable, and the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating ; (ii) the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, and the Mortgage Note; and (iii) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, information with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan (Mortgage) as Mezzanine Lender the requesting party shall reasonably request. The estoppel certificate shall also state either that to requesting party's knowledge no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and and, in the case of Mezzanine Borrower's estoppel, the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use request and make commercially reasonable efforts to deliver to Mezzanine Lender, Lender within thirty twenty (3020) days Business Days of receipt of Mezzanine Lender’s 's written request, tenant estoppel certificates from each Tenant under Material Leases entered into after commercial tenant leasing space at the Closing Date Property in substantially the form and substance required under the Loan Agreement (Mortgage), provided that, except after the occurrence and during the continuance of the estoppel certificate set forth in Exhibit G provided that an Event of Default, Mezzanine Borrower shall not be required to request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than one time in any calendar year; provided. Notwithstanding the foregoing, however, that there nothing contained in this Section 5.1.14 shall be no limit on the number of times require Mezzanine Borrower may be required to obtain issue or threaten to issue any notice of default to any Tenant in connection with obtaining such certificates if a Default hereunder or under any otherwise interfere with or disturb the use and occupancy of the Loan Documents (Mezzanine) has occurred and is continuingProperty by any Tenant.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Maguire Properties Inc)
Estoppel Statement. (a) Mezzanine After request by Administrative Agent, Borrower shallshall within ten (10) days furnish Administrative Agent with a statement, from time to timeduly acknowledged and certified, upon thirty setting forth (30i) days’ prior written request from Mezzanine Lenderthe original principal amount of the Loan, execute(ii) the unpaid principal amount of the Loan, acknowledge and deliver (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the Mezzanine Lender payment of the Debt, if any, claimed by Borrower, and (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating vi) that this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (Mezzaninesubject to bankruptcy, insolvency or other similar laws and general principles of equity) (and have not been modified or as applicableif modified, the Loan Documents (Mortgage)) are unmodified and in full force and effect (orgiving particulars of such modification; provided, if there have been modificationshowever, that this Agreement and the other Loan Documents (Mezzanine) or, so long as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder orhas occurred and is continuing, if Borrower shall not be required to provide such statement more than two (2) times in any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultcalendar year.
(b) Mezzanine Borrower shall cause Mortgage Borrower to request and use commercially reasonable efforts to deliver to Administrative Agent any estoppel certificates requested by Mortgage Lender pursuant to Section 5.1.15(b) of the Mortgage Loan Agreement (with Administrative Agent included as a reliance party therein) or, if no such estoppel certificates have been requested by Mortgage Lender pursuant to the Mortgage Loan Agreement or by Mezzanine LenderA Administrative Agent pursuant to the Mezzanine A Loan Agreement in any calendar year, within thirty (30i) days of Mezzanine Lender’s requestdeliver to Administrative Agent upon request estoppel certificates from CPLV Tenant, tenant (ii) deliver to Administrative Agent upon request estoppel certificates from Manager and (iii) cause CPLV Tenant to deliver estoppel certificates from each commercial Tenant under Material Leases entered into after leasing space at the Closing Date Property in substantially the form and substance reasonably satisfactory to Administrative Agent, provided that in no event shall Borrower be required to cause the delivery of such estoppel certificates to Administrative Agent, Mezzanine A Administrative Agent and/or Mortgage Lender more frequently than two (2) times in any calendar year.
(c) After request by Administrative Agent, Borrower shall cause Mortgage Borrower to within ten (10) days furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the estoppel certificate set forth in Exhibit G provided Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mortgage Loan debt, if any, claimed by Mortgage Borrower, and (vi) that Mezzanine the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) 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 deliver seek such certificates statement more frequently than one (1) time in any calendar year.
(d) After request by Administrative Agent, Borrower shall cause Mezzanine A Borrower to within ten (10) days furnish Administrative Agent 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 Loan, (ii) the unpaid principal amount of the Mezzanine A Loan, (iii) the interest rate of the Mezzanine A Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mezzanine A Loan debt, if any, claimed by Mezzanine A Borrower, and (vi) that the Mezzanine A Loan Agreement, the Mezzanine A Pledge Agreement and the other Mezzanine A Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, however, that there shall be so long as no limit on the number Event of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing, Borrower shall not be required to seek such statement more than one (1) time in any calendar year.
Appears in 1 contract
Estoppel Statement. (aA) Mezzanine Borrower shall, from From time to timetime but not more than four (4) times in any calendar year, upon thirty (30) days’ prior written request from Mezzanine LenderAdministrative Agent, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)Administrative Agent, an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage BorrowerOperating Lessee, the Property, Property and the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that to the Best of Borrower’s Knowledge, no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunderhereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event Default. Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of Default or Mortgage an Event of Default, Borrower shall from time to time upon thirty (30) days’ prior written request from Lender, execute, acknowledge and deliver to the Lender, the foregoing Officer’s Certificate.
(bB) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine LenderAdministrative Agent, within thirty (30) days of Mezzanine LenderAdministrative Agent’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
(C) Borrower shall use commercially reasonable efforts to deliver to Administrative Agent, within sixty (60) days following the date hereof, the estoppels listed on Schedule VII attached hereto, each substantially in the form agreed to prior to the date hereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written request from Mezzanine Lender, but not more than two (2) times in any calendar year, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or or, as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, information with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan (Mortgage) as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state state, to the best of Mezzanine Borrower’s knowledge, either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty fifteen (3015) days Business Days of Mezzanine Lender’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after tenant leasing space at the Closing Date Property in substantially the form and substance of the estoppel certificate set forth in attached as Exhibit G to the Loan Agreement (Mortgage) or in form and substance similar to those delivered in connection with the closing of the Loan, provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time two times in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Digital Realty Trust, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written After request from Mezzanine by Lender, executeBorrower shall within ten (10) Business Days furnish Lender with a statement, acknowledge duly acknowledged and deliver certified by an officer of Borrower, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) to the Mezzanine Lender extent known to Borrower, any offsets or defenses to the payment of the Debt, if any, and (and shall cause Mortgage Borrower to executevi) that the Note, acknowledge and deliver to Mezzanine Lender)this Agreement, an Officer’s Certificate, stating that this the Pledge Agreement and the other Loan Documents (Mezzanine) (are valid, legal and binding obligations and have not been modified or as applicableif modified, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth giving particulars of such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultmodification.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver (or cause Mortgage Loan Borrowers and Maryland Owner to Mezzanine deliver) to Lender, within thirty (30) days of Mezzanine Lender’s promptly upon request, tenant duly executed estoppel certificates from each Tenant any one or more Tenants under Material Major Leases entered into after as required by Lender attesting to such facts regarding the Closing Date in substantially related Major Lease as Lender (or the form Major Lease if less) may require (modified for facts and substance circumstances existing at the time of the estoppel certificate certification), including as set forth in the Form Estoppel Certificate attached hereto as Exhibit G provided D; provided, however, that Mezzanine Borrower shall not be required to deliver request or cause Mortgage Loan Borrowers or Maryland Owner to request such certificates certificate more frequently than one time two (2) times in any calendar yearyear for all Mezzanine Lenders (with copies of any requested estoppels to be sent to each Mezzanine Lender).
(c) Borrower shall use commercially reasonable efforts to deliver (or cause Mortgage Loan Borrowers and Maryland Owner to use commercially reasonable efforts to deliver) to Lender, promptly upon request, duly executed estoppel certificates from any one or more Managers under a Management Agreement as required by Lender attesting to such facts regarding the related Management Agreement as Lender (or the Management Agreement if less) may require (modified for facts and circumstances existing at the time of the certification), including attestations that each Management Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that no management fees then due remain unpaid or have been deferred or accrued and that the Manager claims no defense or offset against the full and timely performance of its obligations under the Management Agreement(s); provided, however, that there Borrower shall be no limit on the number of times Mezzanine Borrower may not be required to obtain request (or cause Mortgage Loan Borrowers and Maryland Owner to request) such certificate more than two (2) times in any calendar year for all Mezzanine Lenders (with copies of any requested estoppels to be sent to each Mezzanine Lender).
(d) Borrower shall use commercially reasonable efforts to deliver (or cause Mortgage Loan Borrowers and Maryland Owner to use commercially reasonable efforts to deliver) to Lender, promptly upon request, duly executed estoppel certificates from any one or more Franchisors under a Franchise Agreement as required by Lender attesting to such facts regarding the related Franchise Agreement as Lender (or the Franchise Agreement if a Default hereunder or under any less) may require (modified for facts and circumstances existing at the time of the certification), including attestations that each Franchise Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that no franchise fees then due remain unpaid or have been deferred or accrued and that the Franchisor claims no defense or offset against the full and timely performance of its obligations under the Franchise Agreement(s); provided, Borrower shall not be required to request or cause Mortgage Loan Borrowers or Maryland Owner to request such certificate more than two (2) times in any calendar year for all Mezzanine Lenders (with copies of any requested estoppels to be sent to each Mezzanine Lender).
(e) Borrower shall deliver to Lender a copy of any estoppel statement delivered by any Mortgage Loan Borrower, Senior Mezzanine Borrower or Maryland Owner to its Mortgage Loan Lender in accordance with the applicable Mortgage Loan Documents (Mezzanine) has occurred and is continuingand/or Senior Mezzanine Loan Documents.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Senior Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Senior Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Senior Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower and Senior Mezzanine Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Intermediate Mezzanine) (or as applicable, the Loan Documents (Mortgage)) or Loan Documents Senior Mezzanine) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Intermediate Mezzanine) or, as applicable, Loan Documents (Mortgage) or Senior Mezzanine Loan Documents are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note or Senior Mezzanine Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, Senior Mezzanine Borrower, the Property, the Loan, the Mortgage Loan Loan, and the Senior Mezzanine Loan, as Mezzanine Lender shall reasonably request. `The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Intermediate Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Fourth Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Fourth Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit EXHIBIT G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Fourth Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine Borrower shall, and Mezzanine Lender shall each from time to time, upon thirty (30) days’ prior written request from Mezzanine Lenderthe other, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)requesting party, an Officer’s CertificateCertificate (or in the case of Mezzanine Lender a certificate signed by an authorized officer), stating that (i) this Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating ; (ii) the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note Note; and (or, as applicable, the Mortgage Noteiii) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, information with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrowerthe Collateral, the Property, the Loan, the Mortgage Loan as the Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that to requesting party’s knowledge no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event and, in the case of Default and Mezzanine Borrower’s estoppel, the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use request and make commercially reasonable efforts to deliver to Mezzanine Lender, Lender within thirty twenty (3020) days Business Days of receipt of Mezzanine Lender’s written request, tenant estoppel certificates from each Tenant under Material Leases entered into commercial tenant leasing space at the Collateral, provided that, except after the Closing Date in substantially occurrence and during the form and substance continuance of the estoppel certificate set forth in Exhibit G provided that an Event of Default, Mezzanine Borrower shall not be required to request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than one time in any calendar year; provided. Notwithstanding the foregoing, however, that there nothing contained in this Section 5.1.14 shall be no limit on the number of times require Mezzanine Borrower may be required to obtain issue or threaten to issue any notice of default to any Tenant in connection with obtaining such certificates if a Default hereunder or under any otherwise interfere with or disturb the use and occupancy of the Loan Documents (Mezzanine) has occurred and is continuingCollateral by any Tenant.
Appears in 1 contract
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ ' prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s 's Certificate, stating that this Agreement and the other Loan Documents (Second Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Second Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s 's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, Loan and the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default.
(b) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s 's request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit EXHIBIT G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Second Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Estoppel Statement. (a) Mezzanine After request by Administrative Agent, Borrower shallshall within ten (10) days furnish Administrative Agent with a statement, from time to timeduly acknowledged and certified, upon thirty setting forth (30i) days’ prior written request from Mezzanine Lenderthe original principal amount of the Loan, execute(ii) the unpaid principal amount of the Loan, acknowledge and deliver (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the Mezzanine Lender payment of the Debt, if any, claimed by Borrower, and (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating vi) that this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (Mezzaninesubject to bankruptcy, insolvency or other similar laws and general principles of equity) (and have not been modified or as applicableif modified, the Loan Documents (Mortgage)) are unmodified and in full force and effect (orgiving particulars of such modification; provided, if there have been modificationshowever, that this Agreement and the other Loan Documents (Mezzanine) or, so long as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder orhas occurred and is continuing, if Borrower shall not be required to provide such statement more than two (2) times in any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultcalendar year.
(ba) Mezzanine Borrower shall cause Mortgage Borrower to request and use commercially reasonable efforts to deliver to Administrative Agent any estoppel certificates requested by Mortgage Lender pursuant to Section 5.1.15(b) of the Mortgage Loan Agreement (with Administrative Agent included as a reliance party therein) or, if no such estoppel certificates have been requested by Mortgage Lender pursuant to the Mortgage Loan Agreement or by Mezzanine LenderA Administrative Agent pursuant to the Mezzanine A Loan Agreement in any calendar year, within thirty (30i) days of Mezzanine Lender’s requestdeliver to Administrative Agent upon request estoppel certificates from CPLV Tenant, tenant (ii) deliver to Administrative Agent upon request estoppel certificates from Manager and (iii) cause CPLV Tenant to deliver estoppel certificates from each commercial Tenant under Material Leases entered into after leasing space at the Closing Date Property in substantially the form and substance reasonably satisfactory to Administrative Agent, provided that in no event shall Borrower be required to cause the delivery of such estoppel certificates to Administrative Agent, Mezzanine A Administrative Agent and/or Mortgage Lender more frequently than two (2) times in any calendar year.
(b) After request by Administrative Agent, Borrower shall cause Mortgage Borrower to within ten (10) days furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the estoppel certificate set forth in Exhibit G provided Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mortgage Loan debt, if any, claimed by Mortgage Borrower, and (vi) that Mezzanine the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) 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 deliver seek such certificates statement more frequently than one (1) time in any calendar year.
(c) After request by Administrative Agent, Borrower shall cause Mezzanine A Borrower to within ten (10) days furnish Administrative Agent 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 Loan, (ii) the unpaid principal amount of the Mezzanine A Loan, (iii) the interest rate of the Mezzanine A Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mezzanine A Loan debt, if any, claimed by Mezzanine A Borrower, and (vi) that the Mezzanine A Loan Agreement, the Mezzanine A Pledge Agreement and the other Mezzanine A Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, however, that there shall be so long as no limit on the number Event of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing, Borrower shall not be required to seek such statement more than one (1) time in any calendar year.
Appears in 1 contract
Estoppel Statement. (aA) Mezzanine Borrower shall, from From time to timetime but not more than four (4) times in any calendar year, upon thirty (30) days’ prior written request from Mezzanine Lenderthe Administrative Agent, execute, acknowledge and deliver to the Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender)Administrative Agent, an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage BorrowerOperating Lessee, the Property, Property and the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that to the Best of Borrower’s Knowledge, no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunderhereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event Default. Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of Default or Mortgage an Event of Default, Borrower shall from time to time upon thirty (30) days’ prior written request from Lender, execute, acknowledge and deliver to the Lender, the foregoing Officer’s Certificate.
(bB) Mezzanine Borrower shall use commercially reasonable efforts to deliver to Mezzanine LenderAdministrative Agent, within thirty (30) days of Mezzanine LenderAdministrative Agent’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after the Closing Date in substantially the form and substance of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to deliver such certificates more frequently than one time in any calendar year; provided, however, that there shall be no limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Mezzanine) has occurred and is continuing.
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Estoppel Statement. (a) Mezzanine After request by Xxxxxx, Borrower shall, from time to time, upon thirty shall within ten (3010) days’ prior written request from Mezzanine Lender, execute, acknowledge and deliver to the Mezzanine Business Days furnish Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or as applicable, any proposed assignee of the Loan Documents (Mortgage)) are unmodified with a statement, duly acknowledged and in full force and effect (orcertified, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating (i) the amount of accrued and unpaid interest and the outstanding original principal amount of the Mezzanine Note Note, (orii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the Maturity Date, (v) the date the most recent Monthly Debt Service Payment Amount was paid and (vi) that, except as applicableprovided in such statement, to Xxxxxxxx’s knowledge, there are no Events of Default under this Agreement or any of the Mortgage Noteother Loan Documents; provided that Borrower shall not be required to deliver such statement more frequently than two (2) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no times in any calendar year unless an Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default has occurred and the steps being taken to cure such Event of Default or Mortgage Event of Default.is continuing. 73 0123905.0782082 4863-1270-3898v11
(b) Mezzanine After request by Xxxxxxxx, Lender shall within ten (10) Business Days furnish Borrower or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the Maturity Date, (v) the date the most recent Monthly Debt Service Payment Amount was paid, and (vi) that, except as provided in such statement, to Xxxxxx’s knowledge, there are no Events of Default under this Agreement or any of the other Loan Documents; provided that Lender shall only deliver such statements if an Event of Default has not occurred and is continuing and, in any event, shall not be required to deliver such statement more frequently than two (2) times in any calendar year.
(c) Borrower shall use commercially reasonable efforts to deliver to Mezzanine Lender upon request, tenant estoppel certificates from each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to Lender; provided that Borrower shall not be required to use such efforts to deliver such certificates with respect to more than (i) five (5) Tenants not under a Major Lease in any calendar year, or (ii) more frequently than one (1) time in any calendar year for any Tenants under a Major Lease unless an Event of Default has occurred and is continuing.
(d) Subject to the terms thereof and the rights of third parties thereunder, Borrower shall use commercially reasonable efforts (without the obligation to expend sums of money or incur any liability) to deliver to Lender, within thirty (30) days of Mezzanine Lender’s requestrequest therefor by Xxxxxx, tenant estoppel certificates from the other parties to each Tenant under Material Leases entered into after the Closing Date Property Document in substantially the form and substance reasonably acceptable to Lender; provided, that so long as no Event of the estoppel certificate set forth in Exhibit G provided that Mezzanine Default is then continuing, Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year; provided, however, year (except that there shall be no limit on the number of times Mezzanine Borrower may be required prior to obtain such certificates if a Default hereunder or under any Securitization of the Loan Documents entire Loan, Borrower will use such efforts to deliver up to two (Mezzanine2) has occurred and is continuingestoppel certificates in any calendar year).
Appears in 1 contract
Estoppel Statement. (a) Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written After request from Mezzanine by Lender, executeBorrower and Maryland Owner shall within ten (10) Business Days furnish Lender with a statement, acknowledge duly acknowledged and deliver certified by an officer of Borrower, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the Mezzanine Lender payment of the Debt, if any, and (and shall cause vi) that the Note, this Agreement, the Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (are valid, legal and binding obligations and have not been modified or as applicableif modified, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth giving particulars of such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Defaultmodification.
(b) Mezzanine Borrower and Maryland Owner shall use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s promptly upon request, tenant duly executed estoppel certificates from each Tenant any one or more Tenants under Material Major Leases entered into after as required by Lender attesting to such facts regarding the Closing Date in substantially related Major Lease as Lender (or the form Major Lease if less) may require (modified for facts and substance circumstances existing at the time of the estoppel certificate certification), including as set forth in the Form Estoppel Certificate attached hereto as Exhibit G D; provided that Mezzanine Borrower and Maryland Owner shall not be required to deliver request any such certificates certificate more frequently than one time two (2) times in any calendar year; provided.
(c) Borrower and Maryland Owner shall use commercially reasonable efforts to deliver to Lender, howeverpromptly upon request, duly executed estoppel certificates from any one or more Managers under a Management Agreement as required by Lender attesting to such facts regarding the related Management Agreement as Lender (or the Management Agreement if less) may require (modified for facts and circumstances existing at the time of the certification), including attestations that each Management Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that there no franchise fees then due remain unpaid or have been deferred or accrued and that the Manager claims no defense or offset against the full and timely performance of its obligations under the Management Agreement(s); provided that Borrower and Maryland Owner shall be no limit on the number of times Mezzanine Borrower may not be required to obtain request such certificate more than two (2) times in any calendar year.
(d) Borrower and Maryland Owner shall use commercially reasonable efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Franchisors under a Franchise Agreement as required by Lender attesting to such facts regarding the related Franchise Agreement as Lender (or the Franchise Agreement if a Default hereunder or under any less) may require (modified for facts and circumstances existing at the time of the Loan Documents certification), including attestations that each Franchise Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that no management fees then due remain unpaid or have been deferred or accrued and that Franchisor claims no defense or offset against the full and timely performance of its obligations under the Franchise Agreement(s); provided that Borrower and Maryland Owner shall not be required to request such certificate more than two (Mezzanine2) has occurred and is continuingtimes in any calendar year.
Appears in 1 contract
Samples: Mortgage Loan Agreement (Ashford Hospitality Trust Inc)
