Common use of Lessee Certification Clause in Contracts

Lessee Certification. The Lessee shall have furnished the Lessor and the Lender with both (i) a certification of the Lessee that: (A) all amounts owing to third parties for the Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faith), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge are threatened, against the Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documents; (B) all consents, licenses and permits and other governmental authorizations or approvals required for the Construction and operation of the Property have been obtained; (C) the Property has available all services of public facilities and other utilities necessary for use and operation of the Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and other required public utilities and means of access between the Improvements and public highways for pedestrians and motor vehicles; (D) all agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Property as the Lessee intends to use the Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, and the use of the Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its continuing legal use; (E) the Construction has been completed substantially in accordance with the Plans and Specifications and all Applicable Laws and the Property is ready for occupancy and operation; and (F) the Property is in compliance with all applicable zoning laws and regulations; and

Lessee Certification. The Lessee shall have furnished the Lessor Lessor, the Agent and the each Lender with both (i) a certification of the Lessee (substantially in the form of Exhibit H) that: (Ai) all amounts owing to third parties for the related Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge knowledge, are threatened, against the such Leased Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee could reasonably be expected to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentshave a Material Adverse Effect; (Bii) all material consents, licenses and permits and other governmental authorizations or approvals required for the such Construction and operation of the such Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the such Leased Property has available all services of public facilities and other utilities necessary for use and operation of the such Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements related Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the such Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, ; and the use of the such Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 3.5(b) hereof have been completed substantially in accordance and fulfilled with the Plans and Specifications and all Applicable Laws respect to such Leased Property and the Property is ready for occupancy and operationrelated Construction; and (Fvi) the such Leased Property is in compliance in all material respects with all applicable zoning laws and regulations; and.

Lessee Certification. The Lessee shall have furnished the Lessor and the Lender with both (i) a certification of the Lessee that: (A) all amounts owing to third parties for the Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge knowledge, are threatened, against the Leased Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee could reasonably be expected to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentshave a Material Adverse Effect; (Bii) all consents, licenses and permits and other governmental authorizations or approvals required for the Construction and operation of the Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the Leased Property has available all services of public facilities and other utilities necessary for use and operation of the Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, ; and the use of the Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 3.4(b) hereof have been completed substantially in accordance and fulfilled with respect to the Plans and Specifications and all Applicable Laws -------------- Leased Property and the Property is ready for occupancy and operationConstruction; and (Fvi) the Leased Property is in compliance in all material respects with all applicable zoning laws and regulations; and.

Lessee Certification. The Lessee shall have furnished the Lessor and the Lender with both (i) a certification of the Lessee that: (A) all amounts owing to third parties for the Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faith), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge are threatened, against the Leased Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documents; (B) all consents, licenses and permits and other governmental authorizations or approvals required for the Construction and operation of the Leased Property have been obtained; (C) the Leased Property has available all services of public facilities and other utilities necessary for use and operation of the Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and other required public utilities and means of access between the Improvements and public highways for pedestrians and motor vehicles; (D) all agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, and the use of the Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its continuing legal use; (E) the Construction has been completed substantially in accordance with the Plans and Specifications and all Applicable Laws and the Leased Property is ready for occupancy and operation; and (F) the Leased Property is in compliance with all applicable zoning laws and regulations; and

Lessee Certification. The Lessee Construction Agent shall have furnished the Lessor Lessor, the Agent, the Lease Participant and the each Lender with both (i) a certification of the Lessee Construction Agent (substantially in the form of Exhibit H) that: (Ai) all amounts owing to third parties for the related Construction therefor have been paid in full (other than contingent obligations for which the Lessee Construction Agent, as agent for the Lessor, has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the LesseeConstruction Agent's knowledge knowledge, are threatened, against such Leased Property or the Property Construction Agent or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee could reasonably be expected to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentshave a Material Adverse Effect; (Bii) all material consents, licenses and permits and other governmental authorizations or approvals required for the such Construction and operation of the such Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the such Leased Property has available all services of public facilities and other utilities necessary for use and operation of the such Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements related Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the such Leased Property as the Lessee intends to use the such Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and neither the Construction Agent nor the Lessee has no any knowledge of any pending modification or cancellation of any of the same, ; and the use of the such Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 3.5(b) hereof have been completed substantially in accordance and fulfilled with the Plans and Specifications and all Applicable Laws respect to such Leased Property and the Property is ready for occupancy and operationrelated Construction; and (Fvi) the such Leased Property is in compliance in all material respects with all applicable zoning laws and regulations; and.

Lessee Certification. The Lessee shall have furnished the Lessor Lessor, the Facility Lender and the Lender Agent Bank with both (i) a certification of Lessee (substantially in the Lessee form of Exhibit H attached hereto and made a part hereof by this reference) to the effect that: (Ai) all amounts owing to third parties for the Construction therefor construction of the Improvements have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims are being defended contested in good faithfaith or held until completion of certain punch list items and the amount being contested or held back does not exceed ten percent (10%) of the related Property Cost), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge knowledge, are threatened, against the such Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentscould have a Material Adverse Effect; (Bii) a certificate of occupancy (temporary or permanent) and all consents, licenses and permits and other governmental authorizations or approvals material Governmental Action required for the Construction construction and operation of the such Property have been obtainedobtained and are in full force and effect; (Ciii) the such Property has available all services of public facilities and other utilities necessary for use and operation of the Property Facility and the other Improvements for its their intended purposes includingpurposes, including (as applicable), without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements Facility and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the such Property as the Lessee intends to use the such Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no actual knowledge of any pending modification or cancellation of any of the same, ; and the use of the such Property substantially as intended does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 8(a) hereof have been completed substantially in accordance with and fulfilled; (vi) no changes or modifications were made to the related Plans and Specifications and all Applicable Laws and after the related Property is ready for occupancy and Closing Date that have had a material adverse effect on the current value, residual value, operation, use or useful life of such Property; and (Fvii) upon the Property is execution and delivery of a Lease Supplement with respect to the Improvements, Lessee will have unconditionally accepted such Improvements subject to such Lease Supplement and will have good and marketable title to a valid and subsisting leasehold interest in compliance with all applicable zoning laws and regulations; andthe Property, subject only to Permitted Exceptions.

Lessee Certification. The Lessee shall have furnished the Lessor Lessor, the Agent, the Lease Participant and the each Lender with both (i) a certification of the Lessee (substantially in the form of Exhibit H) that: (Ai) all amounts owing to third parties for the related Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge knowledge, are threatened, against the such Leased Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee could reasonably be expected to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentshave a Material Adverse Effect; (Bii) all consents, licenses and permits and other governmental authorizations or approvals required for the such Construction and operation of the such Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the such Leased Property has available all services of public facilities and other utilities necessary for use and operation of the such Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements related Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the such Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, ; and the use of the such Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 3.5(b) hereof have been completed substantially in accordance and fulfilled with the Plans and Specifications and all Applicable Laws respect to such Leased Property and the Property is ready for occupancy and operationrelated Construction; and (Fvi) the such Leased Property is in compliance in all material respects with all applicable zoning laws and regulations; and.

Lessee Certification. The Lessee Construction Agent shall --------------------- have furnished the Lessor Lessor, the Agent and the each Lender with both (i) a certification of the Lessee Construction Agent (substantially in the form of Exhibit H) that: (Ai) all amounts owing to third parties for the related Construction therefor have been paid in full (other than contingent obligations for which the Lessee Construction Agent has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the LesseeConstruction Agent's knowledge knowledge, are threatened, against the such Leased Property or the Lessee Construction Agent which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee could reasonably be expected to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentshave a Material Adverse Effect; (Bii) all material consents, licenses and permits and other governmental authorizations or approvals required for the such Construction and operation of the such Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the such Leased Property has available all services of public facilities and other utilities necessary for use and operation of the such Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements related Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the such Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee Construction Agent has no knowledge of any pending modification or cancellation of any of the same, ; and the use of the such Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 3.5(b) hereof have been completed substantially in accordance and fulfilled with the Plans and Specifications and all Applicable Laws respect to such Leased Property and the Property is ready for occupancy and operationrelated Construction; and (Fvi) the such Leased Property is in compliance in all material respects with all applicable zoning laws and regulations; and.

Lessee Certification. The Lessee shall have furnished the Lessor and the Lender with both (i) a certification of the Lessee that: (A) all amounts owing to third parties for the Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faith), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge are threatened, against the Leased Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documents; (B) all consents, licenses and permits and other governmental authorizations or approvals required for the Construction and operation of the Leased Property have been obtained; (C) the Leased Property has available all services of public facilities and other utilities necessary for use and operation of the Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and other required public utilities and means of access between the Improvements and public highways for pedestrians and motor vehicles; (D) all agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, and the use of the Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its continuing legal use; (E) the Construction has been completed substantially in accordance with the Plans and Specifications and all Applicable Laws and the Leased Property is ready for occupancy and operation; and (F) the Leased Property is in compliance with all applicable zoning laws laws, regulations, variances and regulationswaivers; and

Lessee Certification. The Lessee Construction Agent shall have furnished the Lessor Lessor, the Agent and the each Lender with both (i) a certification of the Lessee Construction Agent (substantially in the form of Exhibit H) that: (Ai) all amounts owing to third parties for the related Construction therefor have been paid in full (other than contingent obligations for which the Lessee Construction Agent has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the LesseeConstruction Agent's knowledge knowledge, are threatened, against the such Leased Property or the Lessee Construction Agent which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee could reasonably be expected to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documentshave a Material Adverse Effect; (Bii) all material consents, licenses and permits and other governmental authorizations or approvals required for the such Construction and operation of the such Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the such Leased Property has available all services of public facilities and other utilities necessary for use and operation of the such Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements related Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the such Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee Construction Agent has no knowledge of any pending modification or cancellation of any of the same, ; and the use of the such Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Ev) all of the Construction has requirements and conditions set forth in Section 3.5(b) hereof have been completed substantially in accordance and fulfilled with the Plans and Specifications and all Applicable Laws respect to such Leased Property and the Property is ready for occupancy and operationrelated Construction; and (Fvi) the such Leased Property is in compliance in all material respects with all applicable zoning laws and regulations; and.

Lessee Certification. The Lessee shall have furnished the Lessor and the Lender with both (i) a certification of the Lessee that: (A) all amounts owing to third parties for the Construction therefor have been paid in full (other than contingent obligations for which the such Lessee has made adequate reserves or claims being defended in good faithreserves), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the such Lessee's knowledge knowledge, are threatened, against the Leased Property or the such Lessee which would could reasonably be expected to materially adversely affect (1A) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2B) the ability of the such Lessee to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documents; (Bii) all consents, licenses and permits and other governmental authorizations or approvals required for the Construction and operation of the Leased Property have been obtainedobtained and are in full force and effect; (Ciii) the Leased Property has available all services of public facilities and other utilities necessary for use and operation of the Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and telephone, other required public utilities and means of access between the Improvements Building and public highways for pedestrians and motor vehicles; (Div) all material agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Leased Property as the such Lessee intends to use the Leased Property under the related Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the such Lessee has no knowledge of any pending modification or cancellation of any of the same, ; and the use of the Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained and is in full force and effect for its continuing legal use; (Evi) the Construction has been completed substantially in accordance with the Plans and Specifications and all Applicable Laws and the Property is ready for occupancy and operation; and (F) the Leased Property is in compliance with all applicable zoning laws and regulations; and

Lessee Certification. The Lessee shall have furnished the Lessor and the Lender with both (i) a certification of the Lessee that: (A) all amounts owing to third parties for the Construction therefor have been paid in full (other than contingent obligations for which the Lessee has made adequate reserves or claims being defended in good faith), and to Lessee's knowledge no litigation or proceedings are pending, or to the best of the Lessee's knowledge are threatened, against the Leased Property or the Lessee which would materially adversely affect (1) the enforceability or priority of this Participation Agreement or the other Operative Documents and (2) the ability of the Lessee to fully perform its obligations pursuant to and as contemplated by the terms and provisions of this Participation Agreement and the other Operative Documents;to (B) all consents, licenses and permits and other governmental authorizations or approvals required for the Construction and operation of the Leased Property have been obtained; (C) the Leased Property has available all services of public facilities and other utilities necessary for use and operation of the Leased Property for its intended purposes including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone and other required public utilities and means of access between the Improvements and public highways for pedestrians and motor vehicles; (D) all agreements, easements and other rights, public or private, which are necessary to permit the lawful use and operation of the Leased Property as the Lessee intends to use the Leased Property under the Lease and which are necessary to permit the lawful intended use and operation of all then intended utilities, driveways, roads and other means of egress and ingress to and from the same have been obtained and are in full force and effect and the Lessee has no knowledge of any pending modification or cancellation of any of the same, and the use of the Leased Property does not depend on any variance, special exception or other municipal approval, permit or consent that has not been obtained for its continuing legal use; (E) the Construction has been completed substantially in accordance with the Plans and Specifications and all Applicable Laws and the Leased Property is ready for occupancy and operation; and (F) the Leased Property is in compliance with all applicable zoning laws and regulations; and