Leases; Material Agreements Clause Samples
Leases; Material Agreements. (a) Borrower has delivered to Lender true and complete copies of all Leases requested by Lender. No person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases. The certified rent roll delivered to Lender as of the Closing Date (the “Rent Roll”) is true and correct in all material respects as of February 29, 2008, and since such date, there have been no changes to the Rent Roll that would have a Portfolio Material Adverse Effect, no new Major Leases have been entered into and no Major Lease has been terminated. Borrower is holding approximately $2,150,000 in respect of Tenant security deposits and is holding no security deposits with respect to Major Leases, no fixed rent has been paid more than 30 days in advance of its due date and no payments of rent are more than 30 days delinquent. Except as set forth on Schedule S, no Tenant under any of the Leases referenced in Schedule S has any remaining termination or contraction options. Except as set forth in the Leases, no Tenant has any extension or renewal options. Except as set forth in the Qualified Title Policies, with respect to the Mortgage Loan Collateral Properties, or the Leases, with respect to the Other Properties, no Tenant or other party has any option, right of first refusal or similar preferential right to purchase or lease all or any portion of any Property.
(b) Except as set forth on the Exception Report, to Borrower’s knowledge (x) all material work to be performed by the landlord under Major Leases has been substantially performed, all material contributions to be made by the landlord to the Tenants thereunder have been made and all other material conditions to each Tenant’s obligations thereunder have been satisfied, in each case, in all material respects, and (y) no Tenant under a Major Lease has the right to require any Borrower to perform or finance any material Tenant Improvements or Material Alterations and no material Leasing Commissions are owed or would be owed upon the exercise of any such Tenant’s existing renewal or expansion options. Without limiting the foregoing, Wachovia is required to pay for 100% of the cost of the “Demising Work” referenced in the Wachovia estoppel letter delivered at Closing.
(c) To Borrower’s knowledge, there are no Material Agreements except as described in Schedule D and no Encumbered Property Debt Documents except as described in Schedule U. To Borrower’s knowledge,...
Leases; Material Agreements. True, complete and correct copies of all Leases, subleases under Leases, current Rent Rolls and all Material Agreements including a certified copy of all Management Agreements which are consistent with Lenders underwriting assumptions as of the date of this Agreement.
Leases; Material Agreements. (a) There are no Leases and neither Maryland Guarantor nor Operating Lessee is currently engaged in negotiations with any prospective tenant to enter into a Major Lease.
(b) There are no Material Agreements except as described in Schedule E. Obligor has made available to Lender true and complete copies of all Material Agreements. Each Material Agreement has been entered into at arm’s length in the ordinary course of business by or on behalf of Maryland Guarantor or Operating Lessee. The Material Agreements are in full force and effect and there are no defaults thereunder by Obligor, Operating Lessee, or to Obligor’s knowledge, any other party thereto. Neither Maryland Guarantor nor Operating Lessee is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Property is bound (including, for the avoidance of doubt, the Operating Lease).
(c) Other than as disclosed on Schedule E, Operating Lessee is not a party to any Material Agreements related to the Property.
Leases; Material Agreements. True, complete and correct copies of all Leases, subleases under Leases and all Material Agreements.
Leases; Material Agreements. 48 4.15 Full and Accurate Disclosure............................................................ 48 4.16 Financial Condition..................................................................... 48 4.17 Single-Purpose Requirements............................................................. 49 4.18 Location of Chief Executive Offices..................................................... 49 4.19
Leases; Material Agreements. Borrower has delivered to Lender true and complete copies of all Leases, including all modifications and amendments thereto . No person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases. The rent roll attached to this Agreement as Schedule E (the “Rent Roll”) is accurate and complete in all material respects as of the Closing Date. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits), no Tenant has any termination options (except in connection with a Casualty or Condemnation), no Tenant has any extension or renewal rights (except as set forth in its Lease), no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property, no fixed rent has been paid more than 30 days in advance of its due date and no payments of rent are more than 30 days delinquent. Except as set forth on the Exception Report, each of the following is true and correct with respect to each Lease: (i) such Lease is valid and enforceable and is in full force and effect; 56
Leases; Material Agreements. (a) There are no Leases at the Properties other than those set forth on Schedule I.
(b) There are no Material Agreements except as described in Schedule E. Borrower has made available to Lender true and complete copies of all Material Agreements. Each Material Agreement has been entered into at arm’s length in the ordinary course of business by or on behalf of Borrower or Operating Lessee. The Material Agreements are in full force and effect and there are no defaults thereunder by Borrower, Operating Lessee, or to Borrower’s knowledge, any other party thereto. Neither Borrower nor Operating Lessee is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or any Property is bound (including, for the avoidance of doubt, the Operating Lease).
(c) Other than as disclosed on Schedule E, Operating Lessee is not a party to any Material Agreements related to the Property.
Leases; Material Agreements. (a) The rent rolls attached hereto as Schedule E (the “Rent Rolls”) are true and correct as of the date of this Agreement. Except as indicated on the Rent Rolls and the estoppel letters delivered by Tenants to Lender in connection with the Closing, (i) no Tenant has any extension, renewal or termination options, (ii) no security deposits are being held by Borrower, (iii) all work to be performed by the landlord under the Leases has been substantially performed, all contributions to be made by the landlord to the Tenants thereunder have been made and all other conditions to each such Tenant’s obligations thereunder have been satisfied, and (iv) no Tenant or other party has any option, right of first refusal or similar preferential right to purchase or lease all or any portion of the Property or to require Borrower to perform or finance Tenant Improvements or Material Alterations.
(b) Borrower has delivered to Lender true and complete copies of all Leases. No person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases.
(c) No fixed rent has been paid more than 30 days in advance of its due date and no payments of rent are more than 30 days delinquent.
Leases; Material Agreements. (a) Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects as of the Closing Date, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a), upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases shall automatically terminate. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without