Common use of Senior Loan Estoppels Clause in Contracts

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior Borrower to) from time to time, use reasonable efforts to obtain from Senior Lender such estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower with the terms of the Senior Loan Documents as may reasonably be requested by Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, Borrower furnishes to Lender estoppels executed by Senior Borrower, each expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by Senior Borrower with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Senior Borrower.

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior Mezzanine Loan Borrower to cause Owner to) ), from time to time, use commercially reasonable efforts to obtain from Senior Lender such certificates of estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower Owner with the terms of the Senior Loan Documents as may be reasonably be requested by Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such certificates of estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, as Borrower furnishes to Lender estoppels an estoppel executed by Senior Borrower, each Borrower and Owner expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by Senior Borrower Owner with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Senior BorrowerBorrower and Owner, other than those caused directly by the gross negligence or willful malfeasance of Lender.

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior Borrower Owner to) ), from time to time, use reasonable efforts to obtain from Senior Lender such certificates of estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower Owner with the terms of the Senior Loan Documents as may be reasonably be requested by Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such certificates of estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, as Borrower furnishes to Lender estoppels an estoppel executed by Senior Borrower, each Borrower and Owner expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by Senior Borrower Owner with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought brought, and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Senior BorrowerBorrower and Owner.

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar yearMezzanine Lender, Borrower Borrowers shall (or shall cause Senior Borrower Owners to) from time to time, use reasonable efforts to obtain from Senior Lender such estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower Owners with the terms of the Senior Loan Documents as may reasonably be requested by Mezzanine Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such estoppel certificates but breaches such obligation, then Borrower Borrowers shall not be in breach of this provision so long as, in addition as Borrowers furnish to using reasonable efforts to obtain such Mezzanine Lender an estoppel from Senior Lender, Borrower furnishes to Lender estoppels executed by Senior Borrower, each Borrowers and Owners expressly representing to Mezzanine Lender 405 the information requested by Mezzanine Lender regarding the status of the Senior Loan and the compliance by Senior Borrower Owners with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower Borrowers hereby indemnifies indemnify Mezzanine Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ ' and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Mezzanine Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Senior BorrowerBorrowers and Owners.

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior First Mezzanine Borrower, or shall cause First Mezzanine Borrower to cause Mortgage Borrower, to) ), from time to time, use reasonable efforts to obtain from the applicable Senior Lender such certificates of estoppel certificates with respect to the status of the Senior Loan and compliance by such Senior Borrower with the terms of the applicable Senior Loan Documents as may be reasonably be requested by Lender. In the event or to the extent that such Senior Lender is not legally obligated to deliver such certificates of estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, as Borrower furnishes to Lender estoppels an estoppel executed by Borrower and the applicable Senior Borrower, each (Second Mezzanine) Borrower expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by such Senior Borrower with the terms of the applicable Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the any Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Borrower and the applicable Senior Borrower.

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior Borrower to) ), from time to timetime (but in no event to exceed once in any six (6) month period), use reasonable efforts to obtain from Senior Lender such certificates of estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower with the terms of the Senior Loan Documents as may be reasonably be requested by Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such certificates of estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, as Borrower furnishes to Lender estoppels an estoppel executed by Borrower and Senior Borrower, each Borrower expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by Senior Borrower with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Borrower and Senior Borrower.

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior Borrower to) ), from time to time, use reasonable efforts to obtain from Senior Lender such certificates of estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower with the terms of the Senior Loan Documents as may be reasonably be requested by Lender. In the event or to the extent that Senior Lender is not legally obligated to deliver such certificates of estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, as Borrower furnishes to Lender estoppels an estoppel executed by Borrower and Senior Borrower, each Borrower expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by Senior Borrower with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Borrower and Senior Borrower.. 108

Senior Loan Estoppels. After written request by Lender made no more than one time in any calendar year, Borrower shall (or shall cause Senior Borrower Borrowers to) ), from time to time, upon request by Lender, use reasonable efforts to obtain from Senior Lender such certificates of estoppel certificates with respect to the status of the Senior Loan and compliance by Senior Borrower Borrowers with the terms of the Senior Loan Documents as may be reasonably be requested by Lender; provided that Lender will have no right to request an estoppel before the occurrence of a BBD1 Termination Event. In the event or to the extent that Senior Lender is not legally obligated to deliver such certificates of estoppel certificates and is unwilling to deliver the same, or is legally obligated to deliver such certificates of estoppel certificates but breaches such obligation, then Borrower shall not be in breach of this provision so long as, in addition to using reasonable efforts to obtain such estoppel from Senior Lender, as Borrower furnishes to Lender estoppels an estoppel executed by Borrower and Senior Borrower, each Borrowers expressly representing to Lender the information requested by Lender regarding the status of the Senior Loan and the compliance by Senior Borrower Borrowers with the terms of the Senior Loan Documents. Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ ' and other professional fees, whether or not suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the Senior Loan which was misrepresented in any material respect by Borrower in, or which warrants disclosure and was omitted from such estoppel executed by Borrower and Senior BorrowerBorrowers.