Common use of No Change in Facts or Circumstances; Disclosure Clause in Contracts

No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledge, all information submitted by Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed hereto, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has a Material Adverse Effect. To Borrower’s Actual Knowledge, Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 4 contracts

Samples: Mezzanine Loan Agreement (Archstone Smith Operating Trust), Mezzanine Loan Agreement (Archstone Smith Operating Trust), Mezzanine Loan Agreement (Archstone Smith Operating Trust)

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No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledge, all All information submitted by Operating Tenant to Borrower and delivered by Borrower to Lender and in all other financial statements, rent rolls, reports, certificates and other documents submitted therewith in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are are, to Borrower’s knowledge, accurate, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed heretoknowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has a Material Adverse Effectmaterially and adversely affects or might materially and adversely affect the use, operation or value of the Properties or the business operations or the financial condition of Borrower. To Borrower’s Actual Knowledge, Borrower has disclosed to Lender all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any Provided Information information described in this Section 4.1.32 or any representation or warranty made herein to be materially misleading.

Appears in 3 contracts

Samples: Loan Agreement (Spirit Finance Corp), Loan Agreement (Spirit Finance Corp), Loan Agreement (Spirit Finance Corp)

No Change in Facts or Circumstances; Disclosure. To the best of Borrower’s Actual Knowledgeknowledge following due inquiry and investigation, (a) all information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are accuratetrue, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed hereto, (b) there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise materially misleading in any material respect or that otherwise has a Material Adverse Effect. To Borrower’s Actual Knowledgematerially and adversely affects or might materially and adversely affect the use, operation or value of the Property or the business operations or the financial condition of Borrower and (c) Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 2 contracts

Samples: Loan Agreement (Procaccianti Hotel Reit, Inc.), Loan Agreement (Procaccianti Hotel Reit, Inc.)

No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledge, all All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rollsrolls (including the Rent Roll attached hereto as Schedule I), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are accuratetrue, complete and correct in all material respectsrespects as of the date of submission. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed hereto, there There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has a Material Adverse Effectmaterially and adversely affects or might materially and adversely affect the use, operation or value of the Property or the business operations or the financial condition of Borrower. To Borrower’s Actual Knowledge, Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 2 contracts

Samples: Loan Agreement (Global Income Trust, Inc.), Loan Agreement (Global Income Trust, Inc.)

No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledgethe best of Issuers’ knowledge, all information submitted by Borrower any Issuer to Lender Initial Purchaser and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan issuance of the Notes or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal any Issuer in this Agreement Indenture or in any other Loan Financing Document, are accurate, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed heretothe best of Issuers’ knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has has, or may reasonably be expected to have, a Material Adverse Effect. To Borrower’s Actual Knowledge, Borrower has Issuers have disclosed to Lender Trustee all material facts and has have not failed to disclose any material fact that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 2 contracts

Samples: Note Indenture (Kerzner International LTD), Note Indenture (Kerzner International LTD)

No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledgeactual knowledge, all material information submitted by Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed heretoactual knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has a Material Adverse Effectmaterially and adversely impairs the use or operation of the Property or the business operations or the financial condition of Borrower. To Borrower’s Actual Knowledge, Borrower has disclosed to Lender all material facts known to Borrower and has not failed to disclose any material fact known to Borrower that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 2 contracts

Samples: Loan Agreement (FelCor Lodging Trust Inc), Loan Agreement (FelCor Lodging Trust Inc)

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No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledge, all All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rollsrolls (including the rent roll attached hereto as Schedule I), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are accuratetrue, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as to the extent otherwise disclosed qualified in Schedule 4.1.32 annexed hereto, there the applicable Loan Document. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has materially and adversely affects or might materially and adversely affect the use, operation or value of the Properties or the business operations or the financial condition of Borrower (taken as a Material Adverse Effectwhole). To Borrower’s Actual Knowledge, Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or any representation or warranty made herein to be materially misleadingmisleading in light of the circumstances under which they were made.

Appears in 1 contract

Samples: Loan Agreement (Gramercy Capital Corp)

No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledge, all All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rollsrolls (including the rent roll attached hereto as Schedule I), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal in this Agreement or in any other Loan Document, are accurateare, to Borrower’s knowledge, true, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed heretoknowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has a Material Adverse Effectmaterially and adversely affects the use, operation or value of the Property or the business operations or the financial condition of Borrower. To Borrower’s Actual Knowledge, Borrower has disclosed to Lender all material facts actually known to Borrower and has not failed to disclose any material fact actually known to Borrower that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 1 contract

Samples: Loan Agreement (City Office REIT, Inc.)

No Change in Facts or Circumstances; Disclosure. To Borrower’s Actual Knowledge, all All information submitted by or on behalf of Borrower or Operating Lessee to Lender and in all financial statements, rent rollsrolls (including the rent roll attached hereto as Schedule IV), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower or Principal Operating Lessee in this Agreement or in any other Loan Document, are accuratetrue, complete and correct in all material respects. To Borrower’s Actual Knowledge, except as otherwise disclosed in Schedule 4.1.32 annexed heretoknowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has is reasonably expected to have a Material Adverse Effect. To Borrower’s Actual Knowledge, Borrower has Operating Lessee and Guarantor have disclosed to Lender all material facts with respect to Borrower, Operating Lessee, Guarantor or the Property and has not failed to disclose any material fact that could cause any Provided Information or any representation or warranty made herein to be materially misleading.

Appears in 1 contract

Samples: Loan Agreement (New York REIT, Inc.)

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