Common use of Estoppel Statements Clause in Contracts

Estoppel Statements. (a) After written request by Lender from time to time, Borrowers shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balance, (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 payment of the Debt or the performance of the Other Obligations, if any, and (vi) that the Notes, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modified, giving particulars of such modification. (b) Borrowers shall deliver to Lender upon written request from time to time, tenant estoppel certificates from each commercial tenant leasing space at the Properties or any part thereof in form and substance reasonably satisfactory to Lender, provided, however, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Tower Borrower and/or Garage Borrower, as applicable, shall deliver to Lender upon written request from time to time, estoppel certificates from each of (i) the Operating Partnership and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, in form and substance reasonably satisfactory to Lender, provided, however, that the respective Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

Estoppel Statements. (a) After written Borrowers shall furnish to Lender, within five (5) Business Days after any request by Lender from time to time(but no more than two times in any calendar year), Borrowers shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any alleged offsets or defenses to the payment of the Debt or the and performance of the Other Obligations, if any, and (viv) that the Notes, this Agreement, the Mortgage Agreement and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts to deliver to Lender upon written request from time to time, tenant estoppel certificates from each commercial tenant leasing space at the Properties or any part thereof in form and substance reasonably satisfactory to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, howeverfurther, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Tower Borrower and/or Garage Borrower, as applicable, Borrowers shall use commercially reasonable efforts to deliver to Lender upon written Lender, within thirty (30) days after any request from time to timeby Lender, estoppel certificates from each of (i) party under any REA designated by Lender; provided that such certificates may be in the Operating Partnership form required under the applicable REA, and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, in form and substance reasonably satisfactory to Lender, provided, however, provided further that the respective Borrower Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs).

Estoppel Statements. (a) After written request by Lender from time to timeLender, Borrowers Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoanNote, (ii) the Outstanding Principal Balanceunpaid principal amount of the Note, (iii) the Applicable Interest Rate of the LoanNote, (iv) the date installments of interest and/or principal were last paid, (v) that no Default or Event of Default has occurred and is continuing, (vi) any offsets or defenses to the payment of the Debt or the performance of the Other ObligationsDebt, if any, any and (vivii) that the NotesNote, this Agreement, the Mortgage Security Instrument and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modified, giving particulars of such modification. (b) Borrowers Borrower shall use commercially reasonable efforts to deliver to Lender upon written request request, estoppel certificates, in form and content satisfactory to Lender, from time all tenants specified by Lender. If any tenant fails to timeprovide such estoppel certificate, tenant Borrower shall provide a landlord estoppel certificates from each commercial tenant leasing space at certificate to Lender with respect to the Properties or any part thereof tenancy of such tenant, in form and substance reasonably satisfactory to Lender. Notwithstanding the foregoing, providedto the extent that any Lease provides for a specific form of estoppels or limits the matters to which a tenant is required to certify, howeverLender shall accept such estoppels set forth in or contemplated by such Lease to satisfy this Section 5.14(b), that Borrowers and Lender shall not be required exercise its right pursuant to deliver such certificates this Section 5.14(b) more frequently than two (2) times in during any calendar yearyear unless there is an Event of Default. (c) Tower Borrower and/or Garage Borrower, as applicable, shall deliver to Lender upon written request from time to time, estoppel certificates from each of (i) the Operating Partnership and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, in form and substance reasonably satisfactory to Lender, provided, however, that the respective Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

Estoppel Statements. (am) After written Upon the request by Lender from time to timeof the Trustee at the direction of the Required Holders, Borrowers the Issuer shall (and shall cause each PropCo to), within ten (10) days days, furnish Lender with to the Trustee a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoanAggregate Outstanding Principal Amount, (ii) then current interest rate on each applicable Note in accordance with Section 4.1 and the Outstanding Principal Balanceapplicable provisions of such Note, (iii) the Interest Rate date as of the Loan, (iv) the date which installments of interest and/or principal hereunder were last paid, (viv) any offsets or defenses to the payment of any Obligations claimed by the Debt or the performance of the Other Obligations, if anyIssuer, and (viv) that the NotesNote, this AgreementIndenture, the Mortgage Security Instrument and the other Loan Note Documents are valid, legal and binding obligations of Borrowers the applicable Obligor Parties and have not been modified or or, if the same have been modified, giving particulars of such modificationdescribing the applicable modifications. (bn) Borrowers The Issuer shall deliver to Lender the Trustee promptly following upon written the Trustee’s request from time to timeat the direction of the Required Holders, tenant estoppel certificates from each commercial tenant leasing space at the Properties any tenants or other counterparties under any part thereof material Property Documents with respect to any Properties, which shall be in form and substance reasonably satisfactory to LenderTrustee, at the direction of the Required Holders; provided, however, that Borrowers that, so long as no Event of Default exists, the Issuer shall not be required to deliver any such estoppel certificates more frequently than two (2) times per Property in any calendar year. (c) Tower Borrower and/or Garage Borrower, as applicable, shall deliver to Lender upon written request from time to time, estoppel certificates from each of (i) the Operating Partnership and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, in form and substance reasonably satisfactory to Lender, provided, however, that the respective Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

Estoppel Statements. (a) After written Borrowers shall furnish to Lender, within five (5) Business Days after any request by Lender from time to time(but no more than two times in any calendar year), Borrowers shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any alleged offsets or defenses to the payment of the Debt or the and performance of the Other Obligations, if any, and (viv) that the Notes, this Agreement, the Mortgage Agreement and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts to deliver to Lender upon written request from time to time, tenant estoppel certificates from each commercial tenant leasing space at the Properties or any part thereof in form and substance reasonably satisfactory to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, howeverfurther, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Tower Borrower and/or Garage Borrower, as applicable, Borrowers shall use commercially reasonable efforts to deliver to Lender upon written Lender, within thirty (30) days after any request from time to timeby Lender, estoppel certificates from each of (i) party under any REA designated by Lender; provided that such certificates may be in the Operating Partnership form required under the applicable REA, and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, in form and substance reasonably satisfactory to Lender, provided, however, provided further that the respective Borrower Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar year.year in which a Securitization occurs). Pool 2

Estoppel Statements. (a) After written request by Lender from time to time, Borrowers shall within Within ten (10) days Business Days after a request by Lender, Borrower shall furnish Lender with a statementan acknowledged written statement in form satisfactory to Lender, duly acknowledged and certifiedcertified to the Certification Parties, setting forth (i) setting forth the original principal amount of the LoanLoan and the interest rate, (ii) stating either that no offsets or defenses exist against the Outstanding Principal BalanceLoan, or if any offsets or defenses are alleged to exist, their nature and extent, (iii) whether any default then exists under the Interest Rate Loan Documents or the Environmental Indemnity or any event has occurred and is continuing that with the lapse of time, the Loangiving of notice, or both, would constitute such a default, and (iv) any other matters as Lender may reasonably request. If Borrower does not furnish an estoppel certificate within the date installments 10 Business Day period, Borrower appoints Lender as its attorney-in-fact to execute and deliver the certificate on its behalf, which power of attorney shall be coupled with an interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt or the performance of the Other Obligations, if any, and (vi) that the Notes, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modified, giving particulars of such modificationshall be irrevocable. (b) Borrowers Borrower shall use commercially reasonable efforts to deliver to Lender upon written request from time to time, tenant estoppel certificates from each commercial tenant leasing space at the Properties or any part thereof in form and substance reasonably satisfactory to Lender, provided, however, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Tower Borrower and/or Garage Borrower, as applicable, shall deliver to Lender upon written request from time to timerequest, estoppel certificates from each of (i) party under the Operating Partnership and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, REA; provided that such certificates may be in form and substance reasonably satisfactory to Lender, required under the REA; provided, howeverfurther, that the respective Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. Borrower shall endeavor that such certificates shall be certified to the Certification Parties.