Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder. (ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect. (iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised. (iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied. (v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease. (vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease. (vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll. (viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way. (ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. (x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 5 contracts
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Open End Mortgage, Security Agreement, Financing Statement and Assignment of Rents (Ashford Hospitality Prime, Inc.), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No Other than as expressly disclosed to Lender on the rent roll for the Improvements or the tenant estoppel certificates delivered to Lender in connection with origination of the Loan, no default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledgeOther than as expressly disclosed to Lender on the rent roll for the Improvements or the tenant estoppel certificates delivered to Lender in connection with origination of the Loan, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Other than as expressly disclosed to Lender on the rent roll for the Improvements or the tenant estoppel certificates delivered to Lender in writing to Lenderconnection with origination of the Loan, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledgeOther than as expressly disclosed to Lender on the rent roll for the Improvements or the tenant estoppel certificates delivered to Lender in connection with origination of the Loan, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. To the knowledge of Borrower, other than as expressly disclosed to Lender on the rent roll for the Improvements or the tenant estoppel certificates delivered to Lender in connection with origination of the Loan, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll or in the tenant estoppel certificates delivered to Lender in connection with origination of the Loan) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 3 contracts
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Open End Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromisedcompromised other than in accordance with the terms of such Space Lease.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all All work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations the commencement of the term thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. To the best knowledge of Borrower, after due inquiry, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each no tenant under each a Space Lease is free from has filed any bankruptcy, reorganization or arrangement proceedings or made a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 3 contracts
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following matters set forth therein (collectively, the “"Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder").
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advanceadvance except for Rent aggregating not more than five percent (5%) of the Rent receivable for such period, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all All work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Major Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s 's authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Major Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each Each tenant under each Major Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 2 contracts
Sources: Borrowing Agreement (U Haul International Inc), Loan Agreement (U Haul International Inc)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all All work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. To the best knowledge of Borrower, after due inquiry, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each no tenant under each a Space Lease is free from has filed any bankruptcy, reorganization or arrangement proceedings or made a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 2 contracts
Sources: Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, if any, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease (if any) or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all All work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying (if any) has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease (if any), and each such tenant is open and conducting business with the public in the demised premises. To the knowledge of Borrower, after due inquiry, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent RollLeases.
(viii) No Each Space Lease has been assigned oris in full force and effect and, except as previously disclosed in writing to Lender, to Borrower’s best knowledge, has not (i) been assigned by the tenant thereunder, or (ii) modified, supplemented or amended in any way. Borrower has not assigned its interest in any Space Lease except pursuant to the terms hereof.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Pebblebrook Hotel Trust), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Pebblebrook Hotel Trust)
Space Leases. (i) To Borrower’s best knowledge, Borrower Mortgagor has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; tenant with the lease expiration date, extension and renewal provisionsoptions; the base rent and percentage rent payable; all additional rent and pass through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Mortgagor and, to the knowledge of BorrowerMortgagor, is enforceable against the tenant thereof. No Except as set forth on the Rent Roll or in any estoppel certificate delivered to Lender, no default exists, or with the passing of time or the giving of notice would existexist by Mortgagor or, to the best of Mortgagor’s knowledge, by any tenant at the Property, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To BorrowerExcept as disclosed to Lender and to the best of Mortgagor’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Except as set forth on the Rent Roll or previously disclosed in writing to Lender, all material work to be performed by Borrower Mortgagor under the Space Leases has been substantially performed, all contributions to be made by Borrower Mortgagor to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space LeasesLeases provided to Lender, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledgeExcept as previously disclosed in writing to Lender, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. Except as previously disclosed in writing to Lender, to the best knowledge of Mortgagor, after due inquiry, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower Mortgagor has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll or in any estoppel certificate delivered to Lender) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledgeExcept as set forth on the Rent Roll, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security InstrumentInstrument or to subject to the Property to any mechanics lien.
Appears in 2 contracts
Sources: Mortgage and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Mortgage and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; tenant with the lease expiration date, extension and renewal provisionsoptions; the base rent and percentage rent payable; all additional rent and pass through obligations; and the security deposit held thereunder.thereunder and the location of such deposit
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No Except as set forth on the Rent Roll or in any estoppel certificate delivered to Lender, no default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Except as disclosed to Lender and to Borrower’s best knowledge, 's knowledge no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Except as set forth on the Rent Roll or previously disclosed in writing to Lender, all material work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space LeasesLeases provided to Lender, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledgeExcept as previously disclosed in writing to Lender, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. Except as previously disclosed in writing to Lender, to the best knowledge of Borrower, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender a true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll or in any estoppel certificate delivered to Lender) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledgeExcept as set forth on the Rent Roll, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security InstrumentInstrument or to subject to the Property to any mechanics lien.
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Lightstone Value Plus Real Estate Investment Trust, Inc.), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Space Leases. (i) To Borrower’s best knowledgeExhibit “D” identifies all Space Leases and certain material terms thereof, Borrower including the parties to and dates of such Space Leases and amendments thereto; and the information noted therein is complete and correct in all material respects. Seller has delivered a true, to Purchaser prior to the date hereof true and correct and complete schedule copies of all Space Leases shown on Exhibit “D”. None of such Space Leases delivered by Seller to Purchaser has been amended, modified or supplemented in any way except as disclosed on Exhibit “D” and the same are in full force and effect. Owner or Operating Lessee is the owner of the date hereof, which accurately entire lessor’s interest in and completely sets forth in all material respects, for to each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Except as set forth in Exhibit “D”, neither Owner nor Operating Lessee has and, to Seller’s knowledge, Manager has not, given or received any written notice of any breach or default under any of the Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Leases which has not been cured or is still pending and, to the knowledge Seller’s knowledge, no event has occurred or circumstance exists which, with notice or the passage of Borrowertime, is enforceable against would result in a breach or default by the tenant thereofOwner, Operating Lessee or the Space Lessee thereunder. No default existsOwner or Operating Lessee has fully reconciled all operating expenses and other additional rent and percentage rent for calendar year 2005 with all Space Lessees under the Space Leases, and neither Owner, Operating Lessee nor any Space Lessee owes any payments pursuant to such reconciliation that has not been paid, or with the passing of time if not reconciled or the giving of notice would existpaid, which would, that will not be prorated as provided in the aggregate, have a Material Adverse Effectthis Agreement.
(iii) To Borrower’s best knowledgeExhibit “D” lists all security or other deposits made by any Space Lessee under the Space Leases and held by Owner or Operating Lessee, and except as set forth in such Exhibit “D”, no tenant security or other deposit made by any Space Lessee under the Space Leases has been applied towards the obligations of such party in accordance with the Space Leases. Except as set forth in Exhibit “D”, no rent has been paid by any Major Space Lease has, as of the date hereof, paid Rent Lessee more than thirty (30) days one month in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrowerthe Seller’s best knowledge, except as disclosed each Space Lease is in writing full force and effect. No Space Lessee is entitled to Lender, all work to be performed by Borrower any “free rent” periods under the any Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each Lease that is not set forth in such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(viA) To Borrower’s best knowledge, each tenant under a Major Space Lease Except as set forth in Exhibit “D” or such tenant’s authorized subtenant is currently occupying in the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described no leasing or similar commissions are payable with respect to any of the Space Leases, either for the term currently in effect or for any renewal, substitution, extension or expansion thereunder, and (B) except as set forth in Exhibit “D” neither Seller nor Operating Lessee has any unperformed obligation to construct or pay or reimburse the Rent Roll.
(viii) No Space Lease has been assigned orcosts of any improvements, to Borrower’s best knowledgepay relocation costs, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior similar obligation pursuant to the lien of this Security InstrumentSpace Leases.
Appears in 2 contracts
Sources: Agreement for Sale and Purchase of Membership Interests (Strategic Hotels & Resorts, Inc), Agreement for Sale and Purchase of Membership Interests (Strategic Hotels & Resorts, Inc)
Space Leases. (i) To Borrower’s best knowledgeBorrower has, Borrower has as of the date of this Agreement, delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default on the part of Borrower (and, to Borrower’s knowledge, on the part of any tenant) exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) to the best knowledge of Borrower, under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Except as has been disclosed by Borrower in writing to LenderExhibit H attached hereto, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied, with the exception of such obligations, if any, which, either individually or collectively, are not material in nature.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(viivi) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viiivii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ixviii) To Borrower’s best knowledge, each Each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or or, to the actual knowledge of Borrower, a general assignment for the benefit of creditors.
(xix) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property a Project superior to the lien of this Security Instrumentthe applicable Mortgage.
(x) The options permitting tenants under Space Leases demising less than 10,000 square feet to terminate their respective Space Leases will not, in the aggregate, have a Material Adverse Effect on any or all of the Projects.
Appears in 2 contracts
Sources: Loan Agreement (Mack Cali Realty Corp), Loan Agreement (Mack Cali Realty L P)
Space Leases. (a) Notwithstanding anything to the contrary contained herein, from the Effective Date until the Closing or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule accept the termination of all any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the date hereofordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, which accurately and completely sets forth Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities generated by Seller Representative in all material respectsthe ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, for each Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of Buyer.
(b) Sellers shall not (and shall not permit or cause any Group Company to) release or return any security or other deposits other than upon and in connection with the termination of any Space Lease as required pursuant to the terms of such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the shall not apply any security deposit held thereunder.
(ii) Each or other deposits under any Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge obligations of Borrower, is enforceable against the any tenant thereof. No default exists, or except with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under respect to any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have that is not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying in the space demised by such ordinary course of business and consistent with past practice and in accordance with the terms of the applicable non-Major Space Lease.
(vii) To Borrower’s best knowledge. After the Closing, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment Buyer shall be responsible for the benefit of creditorstenant inducements, tenant allowances, and leasing costs set forth on Exhibit G attached hereto.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Transaction Agreement (Blackstone Real Estate Income Trust, Inc.)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default on the part of Borrower (and, to Borrower’s knowledge, on the part of any tenant) exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) to the best knowledge of Borrower, under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Except as has been disclosed by Borrower in writing to LenderExhibit H attached hereto, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied, with the exception of such obligations, if any, which, either individually or collectively, are not material in nature.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(viivi) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viiivii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ixviii) To Borrower’s best knowledge, each Each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or or, to the actual knowledge of Borrower, a general assignment for the benefit of creditors.
(xix) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property a Project superior to the lien of this Security Instrumentthe applicable Mortgage.
(x) The options permitting tenants under Space Leases demising less than 10,000 square feet to terminate their respective Space Leases will not, in the aggregate, have a Material Adverse Effect on any or all of the Projects.
Appears in 1 contract
Space Leases. (i) To Borrower’s best knowledge, Borrower Mortgagor has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, except for temporary license agreements for terms of less than one year, the following (collectively, the “"Rent Roll”"): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent; and all additional rent and percentage rent payable; and the security deposit held thereunderpass-through obligations.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Mortgagor and, to the knowledge of BorrowerMortgagor, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Except as previously disclosed in writing to LenderMortgagee, all work to be performed by Borrower Mortgagor under the Space Leases has been substantially performed, all contributions which are due and payable to be made by Borrower Mortgagor to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Mills Corp)
Space Leases. (ia) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all The only Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for ------------ hereof are those listed on Schedule "B" annexed hereto (the "Schedule of Space Leases"). A copy of each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; Space Leases set forth on Schedule "B" has been reviewed by Purchaser and/or its counsel and delivered by Seller to Purchaser simultaneously herewith in velobound binders (the lease expiration date"Space Lease Binders") and initialed by Seller and Purchaser and/or their respective counsel. No representation is made as to (i) possible assignments of any Space Leases not consented to by Seller, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunderor (ii) any subleases or underleases.
(iib) Each Seller does not warrant that any particular Space Lease constitutes will be in force or effect at the legal, valid and binding obligation Closing or that the Tenants will have performed their obligations thereunder. The termination of Borrower or, the Operating Tenant, as applicable, and, any Space Lease prior to the knowledge Closing shall not affect the obligations of BorrowerPurchaser under this Agreement, is enforceable or entitle Purchaser to an abatement of or credit against the tenant thereof. No default existsCash Balance, or with give rise to any other claim on the passing part of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse EffectPurchaser.
(iiic) To Borrower’s best knowledgeIf any space in the Building is vacant on the Closing Date, no tenant under Purchaser shall accept the Property subject to such vacancy, provided that the vacancy was not permitted or created by Seller in violation of any Major Space Lease has, restrictions contained in this Agreement.
(d) The rent roll attached hereto as Schedule "D" (the "Rent Roll") contains a list of:
(i) all Tenants of the Property as of the date hereof;
(ii) the premises in the Building leased to each Tenant;
(iii) the base rent billed to Tenants during the month of December, paid Rent more than thirty 1997 and additional rent (30exclusive of real estate tax escalation amounts) days in advancebilled to Tenants during the month of December, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.1997; and
(iv) the security deposit, if any, held by Seller with respect to each Tenant as of October 31, 1997. To Borrower’s the best of Seller's knowledge, except as disclosed the information contained on the Rent Roll is true and correct in writing all material respects. With respect to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases monetary amounts described in on the Rent Roll.
(viii) No Space Lease has been assigned or, the term "true and correct in all material respects" shall be construed to mean that, to Borrower’s best knowledgethe extent the Rent Roll overstates or understates the actual amounts of such items, modified, supplemented the net adverse economic effect on Purchaser of such understatements or amended overstatements in any waythe aggregate does not exceed an amount equal to four (4%) percent of the Purchase Price.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Sl Green Realty Corp)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of 10.1. After the date of this Agreement, Seller shall not, without Purchaser's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial, within the applicable period specified in Section 10.2 hereof, (a) enter into a new lease for space in the Premises which accurately and completely sets forth in all material respectsis presently vacant or which may become vacant, for each such or extend or renew any now existing Space Lease, except pursuant to the exercise by a tenant of a right or option to enter into a new lease, extend, renew or lease, or right of first offer or similar right contained in such tenant's existing Space Lease (a "New Lease") or (b) consent to an assignment or subletting as to any Space Lease as to which Seller's consent is required and for which the conditions for Seller not to unreasonably withhold consent have not been satisfied (the "Assignment or Subletting"). Seller shall furnish Purchaser with all information in Seller's possession or required to be delivered to Seller under the applicable Space Lease or New Lease regarding such proposed New Lease or Assignment or Subletting, reasonably necessary to enable Purchaser to make informed decisions including in respect of a "New Lease" the form of "New Lease" being proposed for execution. Notwithstanding anything to the contrary contained in the previous provisions of this Section, Purchaser hereby approves of (a) the terms of the proposed "New Leases" set forth and described in Exhibit H annexed hereto, if any, so that any such New Lease which Seller desires to enter into in accordance with the provisions of this sentence shall not require Purchaser's prior written consent as to the financial and other terms set forth and described in Exhibit H, but Purchaser's consent shall be required as to the form of the New Lease being proposed for execution prior to its execution and delivery by the tenant and Seller, in its capacity as landlord thereunder. Seller shall deliver to Purchaser a true and complete copy of each such New Lease or Assignment or Subletting, if any, promptly after the execution and delivery thereof.
10.1.1. Seller shall keep accurate records of all of the following types of expenses (collectively, "Expenses") incurred or payable by Seller in connection with any New Lease: (a) brokerage commissions and fees to effect such leasing transaction, (b) expenses incurred for demolition, asbestos abatement, repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the “Rent Roll”): tenant's requirements with regard to such leasing transactions, (c) reimbursements to the name and address tenant for the cost of any of the tenant; items described in the preceding clause (b), (d) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (e) without duplication of the foregoing, the obligations to reimburse the tenant for its initial tenant installations or improvements and (f) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to a landlord under another lease expiration date(whether or not such other lease covers space in the Premises). If, extension prior to the Closing, Seller shall have entered into a New Lease in accordance with the provisions of Section 10.1 above, at the Closing, (x) Purchaser shall reimburse Seller in the amount of all Expenses theretofore paid for or incurred by Seller, and renewal provisions; (y) Seller shall credit Purchaser in the base rent amount of any Rents or Additional Rents, including prepaid Rents, and percentage rent payable; Security Deposits, received by Seller under the New Lease in excess of a per diem amount for each day of the term of the New Lease through the day prior to the Closing based upon Eighteen Dollars ($18.00) per annum per rentable square foot of the New Lease. Seller shall make available to Purchaser all records, bills, vouchers and other data in such Seller's control verifying such Expenses and the security deposit held thereunderpayment thereof.
10.1.2. Nothing herein shall be deemed to create any obligation on Seller's part to enter into any "New Lease" for space which is presently vacant or which may become vacant.
10.2. With respect to any matter to be submitted to Purchaser for its consent pursuant to Sections 10.1, 10.3 or 10.4 hereof, Purchaser shall consent or deny consent in writing within five (ii5) Each business days after receipt by Purchaser of Seller's notice thereof. If Purchaser's denial or objection is not given to Seller within such time period, Purchaser shall be deemed to have granted its approval.
10.3. The right and privilege is reserved to Seller to institute summary proceedings against any tenant of a Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, for any material default or failure to perform by any such tenant prior to the knowledge time of Borrowerthe Closing provided Purchaser is given prior written notice of Seller's intent to commence such proceedings and Purchaser has consented thereto, which consent shall not be unreasonably withheld or delayed if Seller's rights and remedies under the Space Lease would be prejudiced if the Closing were not to occur prior to the Closing Date contemplated by this Agreement. It is enforceable against agreed that no representations have been made and no responsibility is assumed by Seller with respect to the tenant thereof. No default existscontinued occupancy of the Premises, or any part or parts thereof, by any tenant or tenants now or hereafter in possession.
10.4. Seller shall not prior to the Closing Date (a) modify in any respect or cancel any of the Space Leases or New Leases, (b) accept a surrender of any Space Lease or New Lease except pursuant to any right or option of tenant to do so contained in the Space Lease or New Lease, (c) terminate any Space Lease or New Lease except as provided in Section 10.3, or (d) extend, renew, replace or modify any Service Contract or enter into a new Service Contract except (x) with the passing of time or the giving of notice would existPurchaser's prior written consent, which would, consent shall not be unreasonably withheld or delayed or (y) in the aggregateordinary course of business, have on a Material Adverse Effect.
(iii) To Borrower’s best knowledgegood faith, no tenant under any Major Space Lease has, as arms-length basis and in the case of a new Service Contract if the applicable Service Contract can be terminated by the owner of the date hereof, paid Rent Premises without penalty on not more than thirty (30) days days' notice. Subject to the foregoing provisions of this Section and without limiting any other provision of this Agreement, Seller may, at any time and from time to time prior to the Closing Date in advancethe ordinary course of business (x) enforce (by legal process, agreement or otherwise) or decline to enforce any existing or future Space Lease, New Lease or Service Contract upon any breach of obligation by any party thereto, provided that Seller shall use good faith efforts to keep Purchaser advised with respect thereto, and subject to the Rents under such Major Space Leases have not been waivedprovisions of Section 10.3; and (y) otherwise operate the Premises and improvements thereon in the normal course of business; provided, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledgehowever, except as disclosed may be required by applicable law (and as limited in writing to Lender, all work to be performed Section 12.5 hereof) or by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for terms and provisions of any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or New Lease (to the extent such tenant’s authorized subtenant obligation is currently occupying not assumed by Purchaser), that Seller shall not be obligated to make any capital improvement or replacement or to replace any Equipment depleted in the space demised ordinary course of Seller's operation of the Premises, and Purchaser shall not be entitled to decline to consummate any transaction contemplated herein or to receive any abatement or other damages or compensation by such Major Space Leasereason of any act or transaction hereinbefore in this sentence described.
10.5. Seller shall use reasonable efforts (viibut without obligation to incur any material cost or expense or to pursue any remedy it may have against a tenant for its failure to comply) To Borrower’s best knowledgeto obtain and deliver to Purchaser prior to Closing, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described a written estoppel certificate in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, form of Exhibit L attached hereto and made a part hereof signed by each tenant under each Space Lease is free occupying space at the Premises. Seller shall furnish to Purchaser all correspondence and other written instruments obtained from bankruptcy, reorganization or arrangement proceedings or a general assignment for such tenants in response to such request. The signed certificates are referred to herein as the benefit of creditors"Estoppel Certificates".
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (i) To Borrower’s best knowledgeSubject to this Section 13 and Section 14 hereof, Borrower has delivered a truebetween the date hereof and the Closing (such period hereinafter referred to as the "Contract Period"), correct Seller shall keep and complete schedule of all Space Leases as maintain the Improvements and the Additional Property in the manner presently maintained and operated by Seller (excepting only ordinary wear and tear and natural deterioration and any maintenance which is the obligation of the date hereofTenants to provide). Seller shall not (i) enter into any Space Leases, which accurately and completely sets forth or (ii) terminate any Space Lease, or (iii) amend, modify, renew, or extend any Space Lease, except in all material respects, each case as provided for each under such Space Lease, other than, in each case, with the following consent of Purchaser, not to be unreasonably withheld; provided, however, that (collectivelya) if Purchaser fails to object to any such action by Seller within five (5) days after Seller gives Purchaser notice thereof, then Purchaser is deemed to have consented to such Space Lease Action, and (b) upon notice to Purchaser, Seller may terminate any Space Lease during the “Rent Roll”): the name and address Contract Period by reason of the tenant; Tenant's default thereunder (beyond the lease expiration dateof any applicable grace period) without Purchaser's prior consent. Notwithstanding the foregoing, Seller makes no assurances that the Space Leases will be in force and effect on the Closing Date. Any new Space Lease, termination of a Space Lease, or amendment, modification, renewal, expansion, extension or waiver of any right to terminate any Space Lease (or any other action that results in liability for a brokerage commission) that in any case becomes effective from and renewal provisions; after the base rent and percentage rent payable; date hereof being referred to herein as a "Space Lease Action". Seller shall promptly provide Purchaser with a copy of any written notice of default under any Space Lease given or received between the date hereof and the security deposit held thereunderClosing Date.
(ii) Each Purchaser shall pay to Seller at the Closing, in addition to the Purchase Price and the other amounts then due to Seller hereunder, an amount equal to the costs incurred by Seller in connection with any Space Lease constitutes the legalActions to which Purchaser consents or is deemed to have consented as contemplated by this Section 13 (including, valid and binding obligation of Borrower orwithout limitation, brokerage commissions, legal fees, takeover expenses, free rent, the Operating Tenantcosts of work performed by or on behalf of Seller in the Improvements and the Additional Property and work allowances incurred in connection with such Space Lease Actions). Purchaser, as applicableduring the Contract Period, andshall not contact, to the knowledge of Borrower, is enforceable against the tenant thereof. No default existsspeak to, or commence any negotiations or discussions with any Tenant or prospective Tenant without the passing prior written consent of time or Seller in each case. Nothing contained in this Section 13 abrogates Purchaser's obligation to accept the giving of notice would exist, which would, Property in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases condition described in the Rent RollSection 12 hereof.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (i) To Borrower’s best knowledge, Borrower Mortgagor has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “"Rent Roll”"): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Mortgagor and, to the knowledge of BorrowerMortgagor, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any otherSpace Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all All work to be performed by Borrower M▇▇▇▇▇▇▇▇ under the Major Space Leases has been substantially performed, all contributions to be made by Borrower M▇▇▇▇▇▇▇▇ to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender Mortgagee in writing or contained in the Space Leaseswriting, there are no options to terminate any Major Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. To the best knowledge of Mortgagor, after due inquiry, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower M▇▇▇▇▇▇▇▇ has delivered to Lender Mortgagee true, correct and complete copies of all Major Space Leases described in the Rent Roll.
(viii) No Each Major Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each Each tenant under each Major Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Mortgaged Property superior to the lien of this Security InstrumentMortgage.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Motels of America Inc)
Space Leases. (i) To Borrower’s best knowledge, Borrower Grantor has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Grantor and, to the knowledge of BorrowerGrantor, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all All work to be performed by Borrower Grantor under the Space Leases has been substantially performed, all contributions to be made by Borrower Grantor to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower Grantor has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each Each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (RLJ Lodging Trust)
Space Leases. (i) To the best of Borrower’s best 's knowledge, Borrower has delivered a true, correct and complete schedule copy of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each To the best of Borrower's knowledge, each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No Except as previously disclosed to Lender in the Disclosure Schedule, to the best knowledge of Borrower no default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To the best of Borrower’s best 's knowledge, except as previously disclosed to Lender in the Disclosure Schedule, no tenant under any Major Space Lease Lease' has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To the best of Borrower’s best 's knowledge, except as previously disclosed to Lender in writing to Lenderthe Disclosure Schedule, all work to be performed by Borrower to date under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To the best of Borrower’s best 's knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledgeDisclosure Schedule, each tenant under a Major Space Lease or such tenant’s 's authorized subtenant is currently occupying the space demised by such Major Space Lease.
(viivi) To the best of Borrower’s best 's knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No each Space Lease is in full force and effect and (except as disclosed on the Disclosure Schedule) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ixvii) To the best of Borrower’s best 's knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct True and complete copies of all Space Leases described for all or any portion of such Seller’s Property have been provided to the Buyer in the Rent Roll.
Data Room in the subfolders listed in Schedule S-2. Such Space Leases (viiii) No Space Lease has constitute all of the leases relating to such Seller’s Property under which such Seller is the holder of the landlord’s interest, and (ii) have not been assigned or, to Borrower’s best knowledge, modifiedamended, supplemented or amended otherwise modified except such amendments, supplements and modification as have been provided to the Buyer. Except as set forth in Schedule 3.2(c)-4, such Seller has neither given nor received any way.
written notice of any breach or default under any of such Space Leases which has not been cured and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default by such Seller or the Tenant thereunder. Except for free rent periods, rental concessions and similar inducements set forth in the Space Leases of such Seller’s Assets and as otherwise set forth in Schedule 3.2(c)-3, there are no outstanding tenant inducement costs with respect to the Space Leases of such Seller’s Assets or any renewal thereof which have not been paid in full by the Sellers. Except pursuant to the terms of the Space Leases of such Seller’s Assets or as disclosed in an instrument properly recorded against the applicable Property, no party has any purchase option, right of first refusal, right of first offer or similar right under such Space Leases (ix) To Borrower’s best knowledgecollectively, each tenant under each “Space Lease is free from bankruptcyOptions”). Except as set forth on Schedule 3.2(c)-2, reorganization all tenant improvements and other construction work required by the terms of any such Space Lease to be performed by such Seller have been completed. To Sellers’ Knowledge, Schedule 3.2(c)-1 contains a true and complete list of (i) all subleases or arrangement proceedings or sub-subleases affecting such Seller’s Property with respect to which such Seller has entered into a general assignment written non-disturbance agreement for the benefit of creditors.
the subtenants thereunder, together with (xii) To Borrower’s best knowledgethe non-disturbance agreements referred to in clause (i) of this sentence. Notwithstanding anything in this Agreement to the contrary, no such Seller does not covenant, represent or warrant that any particular Space Lease provides any party will be in force or effect as of the Closing Date or that the parties to a Space Lease (with the right respect to obtain a lien or encumbrance upon the Property superior Seller, subject to the lien provisions of this Security InstrumentSection 3.3(f)) will not be in default under its Space Lease as of the Closing Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Realty Capital Properties, Inc.)
Space Leases. (i) To A true, correct, complete and most current rent roll for each property is attached to Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following Certificate (collectively, the “Rent Roll”): ). There are no Leases with respect to the name Properties other than the Leases set forth on the Rent Roll. Except as set forth on the Rent Roll: (a) each Lease is in full force and address effect; (b) the Lessees have commenced the payment of Rent under the tenant; Leases to the lease expiration date, extension and renewal provisions; extent set forth on the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicableRent Roll, and, there are no offsets, claims or defenses to the knowledge enforcement thereof presently outstanding; (c) all Rents due and payable under the Lease have been paid and no portion of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, Rent has been paid Rent for any period more than thirty (30) days in advance, and ; (d) the Rents rent payable under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under each Lease is the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies amount of all Space Leases described rent set forth in the Rent Roll.
, and there is no claim or basis for a claim by the Lessee thereunder for an adjustment to the rent thereunder; (viiie) No Space Lease no Lessee has been assigned made any claim in writing against any Borrower Party or Manager which remains outstanding that any Borrower Party or Manager is in default under its applicable Lease; (f) no default by any Borrower Party or, to Borrower’s best Borrowers’ knowledge, modifiedany Lessee exists under any Lease beyond the expiration of applicable notice and cure periods; (g) each Lease is the valid, supplemented binding and enforceable obligation of such Borrower Party which is party thereto and the applicable Lessee thereunder; (h) each Lease is subordinate to the Loan Documents; (i) no letter of credit has been delivered to a Borrower Party or amended Manager as a security deposit, or in lieu of a cash security deposit, under any Lease; (j) there is no tenant improvement work remaining to be done under any Lease; (k) there are no sums remaining which are required to be paid by a Borrower Party to any Lessee with respect to any Lease, whether on account of any tenant improvement work or otherwise; (l) there are no remaining rent concessions, tenant allowances or abatements with respect to any Lease; and (m) all real estate brokerage commissions relating to the Leases have been paid in full. No Lease contains any option to purchase or right of first refusal to purchase the applicable Property or any part thereof. All security deposits under the Leases are as set forth on the Rent Roll and are held pursuant to Section 2.11(c) hereof. Borrower Parties and Manager are in compliance with all Legal Requirements with respect to all security deposits. The Rent Roll sets forth the scheduled expiration date of each Lease and any arrearages in the payment of rent 62383226 57 thereunder. No use restriction contained in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization violated by any use permitted under any other Lease individually or arrangement proceedings or a general assignment for the benefit of creditorswhen aggregated with any other Lease(s).
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (i) To BorrowerThe Space Leases listed on Schedule 3.2(b-1) constitute all the leases, consents to subleases, licenses and occupancy agreements and any guaranties relating thereto relating to the Property (under which Seller is the holder of the landlord’s best knowledgeinterest), Borrower (ii) the Space Leases have not been modified or amended except as stated in Schedule 3.2(b-1) and, to Seller’s Knowledge, each Space Lease is in full force and effect on the terms set forth therein, (iii) the Space Leases contain the entire agreement between the relevant landlord and the Tenants named therein, (iv) except as set forth in Schedule 3.2(b-1), Fixed Rent and Additional Rent are currently being collected under the Space Leases without offset, counterclaim or deduction. True, correct and complete copies of the Space Leases have been provided to Buyer in the Asset File, (v) except as set forth on Schedule 3.2(b-2), there are no Leasing Costs currently outstanding or which would otherwise become due or payable after the Closing Date with respect to the Space Leases and Seller has delivered no present obligation to provide any Tenant with any free rent or other rent credits and no Tenant under any of the Space Leases is entitled to any rent abatements, free rent or similar concessions, (vi) Schedule 10.1 is a true, correct and complete schedule list of all security deposits (whether in the form of cash, letter of credit or otherwise) held by Seller under the Space Leases and (vii) except as set forth on Schedule 3.2(b-3), Seller has not delivered written notice of and, to Seller’s Knowledge, there is no default under a Space Lease by any Tenants to the date hereofextent such default remains uncured, nor, to Seller’s Knowledge, do any facts or circumstances exist which accurately and completely sets forth in all material respects, for each such Space Leasewith giving of notice, the following (collectively, passage of time or both would constitute a material default by Seller under the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Anson Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrowerextent not certified to Buyer by Siemens Tenant, is enforceable against by the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower Siemens Seller under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Siemens Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Industrial Logistics Properties Trust)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct True and complete copies of all Space Leases, as listed on Schedule 3.7(b)-7, for all or any portion of each Seller’s Property have been delivered or made available to the Buyer. Such Space Leases described (i) constitute all of the leases as of the date of this Agreement relating to the Properties under which the relevant Seller is the holder of the landlord’s interest, (ii) such Space Leases have not been amended, supplemented or otherwise modified except such amendments, supplements and modification as have been provided to the Buyer, and (iii) contain the entire agreement between the relevant landlord and the Tenants named therein (or their successors in interest). To DDR’s Knowledge, except as set forth in Schedule 3.7(b)-1, Fixed Rent and Additional Rent are currently being collected under such Space Leases without offset, counterclaim or deduction. To DDR’s Knowledge, except as set forth on Schedule 3.7(b)-2, all tenant improvements and other construction work to be performed by each Seller under the Rent Roll.
Space Leases have been completed. To DDR’s Knowledge, except as set forth on Schedule 3.7(b)-3, there are no outstanding tenant inducement costs with respect to the Space Leases of such Seller’s Assets or any renewal thereof which have not been paid in full by the Sellers. No party has any purchase option, right of first refusal, right of first offer or similar right under the Space Leases, in each case that grants to a third-party the right to purchase all or a portion of the Properties under the Space Leases (viii) No collectively, “Space Lease Options”), except as set forth in Schedule 3.7(b)-4 with respect to Space Lease Options relating to the purchase of all or a portion of the Properties. Except as set forth on Schedule 3.7(b)-5, DDR has been assigned received no written notice of a default by any Seller, as landlord, nor has DDR provided written notice of default to a Tenant, under each Space Lease. Except as set forth on Schedule 3.7(b)-6, to DDR’s Knowledge there exists no material default (disregarding any notification requirement with respect to such material default) by a Seller, as landlord under the relevant Space Lease, or, to BorrowerDDR’s best knowledgeKnowledge, modifiedthe Tenant, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each applicable Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditorsLease.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (i) To BorrowerExhibit “D” identifies all Space Leases and to Seller’s best knowledge, Borrower knowledge the information noted therein is complete and correct in all material respects. Seller has delivered a true, provided to Purchaser true and correct and complete schedule copies of all Space Leases as shown on Exhibit “D”. None of the date hereofSpace Leases delivered by Seller to Purchaser has been amended, which accurately modified or supplemented in any way since Seller’s delivery to Purchaser thereof and completely sets forth the same are in all material respects, for each such Space Lease, full force and effect. Operating Lessee is the following (collectively, the “Rent Roll”): the name and address owner of the tenant; entire lessor’s interest in and to the lease expiration date, extension and renewal provisions; Space Leases. Except as indicated on the base rent and percentage rent payable; and roll delivered by Seller to Purchaser:
(i) no rentals or other amounts due under the security deposit held thereunder.Space Leases have been paid more than one (1) month in advance,
(ii) Each all security and other deposits of any type required under the Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, andLeases, to the extent delivered, are being held by Seller or Operating Lessee (neither Seller nor Operating Lessee having knowledge of Borrowerany security deposits not having been delivered or credited to Seller or Operating Lessee),
(iii) to Seller’s knowledge, is enforceable against there exists no circumstance or state of facts that constitutes a default by Operating Lessee or any tenant under the tenant thereof. No default existsSpace Leases, or that would, with the passing passage of time or the giving of notice would existnotice, which wouldor both, in constitute a default on the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no part of Operating Lessee or any tenant under any Major Space Lease has, as of the date hereofSpace Leases, paid Rent more than thirty (30) days in advance, and or that entitles any tenant under the Rents under such Major Space Leases have not been waivedto defenses against the prompt, releasedcurrent payment of rent and/or other payments and performance of obligations thereunder, or otherwise discharged or compromised.and
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower none of the tenants under the Space Leases has been substantially performedgiven written notice of any defenses, all contributions to be made by Borrower to the tenants thereunder have been made except for set-offs or claims in connection with any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in of the Space Leases, there are no options . Neither Seller nor Operating Lessee has any knowledge of any pending or threatened litigation by any tenant against Operating Lessee or the Seller with regard to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Hotel (Strategic Hotels & Resorts, Inc)
Space Leases. (i) To Borrower’s best knowledgeSeller agrees that between the date hereof and the ------------ Closing, Borrower has delivered Seller shall:
10.3.1 Not, without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed, terminate any Space Lease except by reason of a truedefault by the Tenant thereunder.
10.3.2 Not permit occupancy of, correct and complete schedule of all or enter into any new Space Leases Lease for, space in the Building which is vacant as of the date hereof, or which accurately may hereafter become vacant, without first giving Purchaser written notice of the identity of the proposed tenant, together with a summary of the terms thereof in reasonable detail, and completely sets forth a statement of the amount of the brokerage commission, if any, payable in all material respects, for each connection therewith and the terms of payment thereof. If Purchaser objects to such proposed Space Lease, Purchaser shall so notify Seller within two (2) Business Days after the following (collectivelygiving of Seller's notice to Purchaser, in which case Seller shall not enter into the proposed Space Lease. Purchaser shall thereafter pay to Seller on the first day of each month between the date hereof and the Closing Date, by cashier's or bank check payable to the direct order of Seller, the “Rent Roll”): rent and additional rent that would have been payable under the name and address proposed Space Lease from the date on which the Tenant's obligation to pay rent would have commenced if Purchaser had not so objected until the Closing Date, less (i) the amount of the tenant; the lease expiration datebrokerage commission specified in Seller's notice, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation cost of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all improvement work required to be performed by Borrower the landlord under the terms of the proposed Space Leases has been substantially performedLease to suit the premises to the tenant's occupancy, all contributions and (iii) the amount of cash work allowances required to be given by the landlord to the tenant under the terms of the proposed Space Lease (the "Reletting Expenses"), prorated in each case over the term of the proposed Space Lease and apportioned as of the Closing Date. If Purchaser does not so notify Seller of its objection, Seller shall have the right to enter into the proposed Space Lease with the tenant identified in Seller's notice and Purchaser shall pay to Seller, in the manner specified in Section 2.2.2 hereof, the Reletting Expenses, to the extent actually incurred by Seller, prorated in each case over the term of the Space Lease and apportioned as of the later of the Closing Date or the rent commencement date. Such payment shall be made by Borrower Purchaser to Seller at Closing and if Closing does not occur for any reason other than by reason of Seller's default, then the tenants thereunder aggregate sum that would have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfiedpayable by Purchaser shall be payable at the last scheduled Closing Date.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Sl Green Realty Corp)
Space Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space; provided, that without the prior consent of the Buyer, which consent Buyer shall not unreasonably withhold, condition or delay (so long as such New Lease or such foregoing action is on market terms) no Seller shall (i) To Borrower’s best knowledgeexecute any new lease, Borrower has delivered license or other occupancy agreement, (ii) amend, supplement, terminate, voluntarily accept the early surrender of, renew or otherwise modify any existing Space Lease, or (iii) approve any assignment or sublease of any existing Space Lease; provided, however, that Sellers may enter into a true, correct and complete schedule modification of all the existing Space Leases as a result of the date hereofTenant’s exercise of any rights granted to such Tenant in the Space Leases (e.g., which accurately and completely sets forth in all material respectsrenewal rights). If a Seller enters into any new leases, for license or other occupancy agreement, or renews any existing Space Lease (each such Space new lease, license, occupancy agreement and renewal, a “New Lease, ”) after the following (collectively, date of this Agreement with the “Rent Roll”): the name and address approval of the tenant; the lease expiration dateBuyer, extension then each such lease, license, occupancy agreement and renewal provisions; shall be included in the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each definition of “Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, Leases” as applicable, defined herein and, to the knowledge of Borrowerextent such agreement or other instrument evidencing the New Lease was provided to the Buyer prior to the execution thereof, is enforceable against shall be deemed added to Schedule 3.2(e) and to each other disclosure schedule to this Agreement to the tenant thereofextent disclosure on such schedule would be reasonably apparent on its face, and shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. No default existsIf the Buyer does not reject or approve a New Lease, license, occupancy agreement, renewal or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease hasamendment by delivering written notice to such Seller within five (5) Business Days after receipt of a copy thereof, as of then the date hereofBuyer shall be deemed to have approved such New Lease, paid Rent more than thirty (30) days in advancelicense, and the Rents under such Major Space Leases have not been waivedoccupancy agreement, released, renewal or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease amendment. Buyer acknowledges and agrees that Sellers shall not be obligated to enter into any contracts, amendments, supplements, terminations or such tenant’s authorized subtenant is currently occupying the space demised other modifications requested by such Major Space LeaseBuyer.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (i) To Borrower’s best knowledge, Borrower Grantor has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which which, together with the lease abstracts required pursuant to clause (vii) of this Section 2.05(o) accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “"Rent Roll”"): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Grantor and, to the best knowledge of BorrowerGrantor, is enforceable against the tenant thereof. No default on the part of Grantor, or, to the best knowledge of Grantor, on the part of any other Person exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromisedcompromised for any period prior to the date hereof, if such waiver, release, discharge or compromise could have a Material Adverse Effect, or for any future period after the date hereof (other than, with respect to any future period after the date hereof, Rents aggregating not more than $10,000).
(iv) To Borrower’s best knowledge, except Except as disclosed on the Rent Roll or as previously disclosed to Beneficiary in writing to Lenderwriting, all work to be performed by Borrower Grantor under the Space Leases has been substantially performed, all contributions to be made by Borrower Grantor to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender Beneficiary in writing or contained in the Space Leaseswriting, there are no tenant under a Lease has any options to terminate any Space Lease or right of first refusal to purchase any portion of the Trust Property set forth in any Space Lease.
(vi) To Borrower’s best knowledgeExcept as disclosed on the Rent Roll or as previously disclosed to Beneficiary in writing, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying has entered into occupancy of the space demised by such premises to the extent required under the terms of its Major Space Lease, and each such tenant is open and conducting business with the public in the demised premises. Except as disclosed on the Rent Roll or as previously disclosed to Beneficiary in writing, each tenant under a Lease other than a Major Space Lease has entered into occupancy of its demised premises under its Lease to the extent required under the terms of its Lease and each such tenant is open and conducting business with the public in the demised premises.
(vii) To Borrower’s best knowledge, Borrower Grantor has delivered to Lender Beneficiary true, correct and complete copies of lease abstracts for each Lease described in the Rent Roll, and true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s Except as disclosed on the Rent Roll or as previously disclosed to Beneficiary in writing, to the best of Grantor's knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Trust Property superior to the lien of this Security InstrumentDeed of Trust other than rights to possession as tenant as disclosed in the title insurance policy insuring the lien of this Deed of Trust.
Appears in 1 contract
Sources: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Prime Retail Inc)
Space Leases. (i) To Borrower’s best knowledgeFollowing the Effective Date until the Closing or earlier termination of this Agreement, Borrower has delivered a truewithout the prior written consent of Buyer in its sole discretion, correct and complete schedule Seller shall not execute any New Lease or amend, terminate or accept the surrender of all any existing tenancies except that Seller is authorized to (A) accept the termination of Space Leases at the end of their existing terms, or amendments memorializing extensions of any Space Leases as required thereunder, and (B) terminate any Space Lease arising from a default by the Tenant in the exercise of the date hereof, which accurately and completely sets forth in all material respects, for each landlord’s remedies under such Space Lease, made in good faith by Seller in Seller’s commercially reasonable judgment. Following the following Effective Date until the Closing or earlier termination of this Agreement, without the prior written consent of Buyer in its sole discretion, Seller shall not apply any Security Deposit under any Space Lease. If a New Lease or an amendment, renewal or extension of a Space Lease requires Buyer’s consent and Buyer does not object within five (collectively5) Business Days after receipt of a letter of intent or other documentation evidencing the applicable leasing transaction from Seller or its Representative to enter into, the “Rent Roll”): the name and address of the tenant; the lease expiration dateamend, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunderrenew or extend such Space Lease, then Buyer shall be deemed to have approved such New Lease or amendment.
(ii) Each Space Lease constitutes Notwithstanding anything to the legal, valid and binding obligation of Borrower orcontrary in Section 3.3(c)(i), the Operating Tenantapplicable Seller is authorized to enter into a space lease (such lease, as applicable, and, the “YBR Lease”) with respect to the knowledge individual Property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (such individual Property, the “YBR Property”) with York International Corporation, provided that such lease (A) is on the standard form lease for the Property as previously provided by Seller to Buyer, (B) includes the material terms set forth on the letter of Borrowerintent set forth on Schedule 3.3(c)(ii) and such other terms that are reasonably approved by Buyer and (C) does not include any rights of first refusal, is enforceable against rights of first offer, purchase options or similar rights relating to the tenant thereofYBR Property or any interest therein. No default exists, or In connection with the passing foregoing, Seller agrees to provide Buyer with regular updates on the status of time such negotiations and to provide copies of all correspondences sent or received by Seller with respect to the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effectterms thereof.
(iii) To Borrower’s best knowledgeNotwithstanding anything to the contrary in Section 3.3(c)(i), no tenant under any Major Space Lease hasthe applicable Seller is authorized to amend the AC Lease, as provided that such amendment shall be limited to the removal of Section 29 of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromisedAC Lease.
(iv) To BorrowerIf Seller enters into any lease after the Effective Date, then unless such lease required Buyer’s best knowledgeapproval pursuant to this Section 3.3(c) and such approval was not obtained, except as disclosed in writing to Lender, all work to be performed by Borrower under Buyer shall assume such lease at Closing and the schedule of Space Leases has been substantially performed, all contributions to be made by Borrower attached to the tenants thereunder have been made except for any held-back amountsAssignment of Leases shall be so modified, such lease shall be deemed added to Schedule 3.2(b-1), and all other conditions precedent Schedule 3.2(b-1) shall be deemed amended at the Closing to each include such tenant’s obligations thereunder have been satisfiedlease.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Space Leases. (ia) To Borrower’s best Seller's knowledge, Borrower has delivered the rent roll attached hereto as Exhibit N (the "Rent Roll") contains a true, correct and complete schedule list of all Space Leases leases and other agreements in respect thereof, all as amended, renewed and extended to the date thereof, whether oral or written, specifying correctly and completely the following as to each Lease:
(i) a description (by rentable square feet and location) of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.leased space;
(ii) Each Space Lease constitutes the legalname of the original and current lessee or any other occupant of the space (each, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect."Lessee");
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as the commencement and expiration dates of the date hereof, paid Rent more than thirty (30) days in advance, original Lease and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.any renewal terms thereof;
(iv) the basic rent (collectively, "Rents"), and a specification of the dates on which each payment thereof is due and through which each has been paid and the extent of any delinquencies thereof;
(v) all Rents prepaid by the Lessee;
(vi) all options which Lessee has, including, without limitation, options to expand or change space, to extend or renew the term of the Lease; and
(vii) the security deposit (the "Security Deposit") given by the Lessee and the interest accrued thereof, if any.
(b) To Borrower’s best Seller's knowledge, each Security Deposit has been and is held by Seller in compliance with the respective Lease and applicable law. To Seller's knowledge, there are no unfulfilled obligations as to Security Deposits to Lessees under Leases the terms of which have expired or been terminated and, to Seller's knowledge, there is no suit, action or other claim made, pending or threatened with respect to any such Security Deposit.
(c) Except as otherwise noted in the Rent Roll or in the Leases delivered to Purchaser, to Seller's knowledge, the following is true with respect to each Lease:
(i) no Lease contains any purchase option;
(ii) no guarantor has been released or discharged, voluntarily or involuntarily or by operation of law, from any obligation with respect to the Lease that is guaranteed;
(iii) no Rents have been assigned, pledged or encumbered except for encumbrances to be extinguished at or prior to Closing; and
(iv) Except as disclosed in writing to Lenderset forth on Exhibit P, all work brokerage commissions, if any, applicable to the Leases have been paid or will be performed paid by Borrower the Seller on or before Closing Date and all tenant improvement obligations of Seller as lessor under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(vd) To Borrower’s best Seller's knowledge, no Security Deposit has been applied by Seller on account of any actual or purported obligation of any Lessee except as indicated on the Rent Roll and after the expiration of the Inspection Period, Seller shall not apply any Security Deposit on account of any actual or purported obligation of any Lessee prior to the Closing unless such Lessee has vacated and surrendered its leased premises to Seller prior to the Closing.
(e) To Seller's knowledge, no Lessee has been given any concession or consideration for the rental of any portion of its demised premises which will have any material effect upon the rental income represented by Seller hereunder (except as set forth in the Leases); and to Seller's knowledge, no Lessee is entitled hereafter to any concession, rebate, allowance or free rent for any period on or after the date hereof, except as previously disclosed to Lender in writing or contained set forth in the Space Leases, there are no options to terminate any Space Lease.
(vif) To Borrower’s best Seller's knowledge, each Seller has not received any notice of a default on the part of Lessor from any tenant under a Major Space its Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Leasewhich default remains uncured.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Agreement of Sale (Balcor Equity Pension Investors Ii)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “"Rent Roll”"): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunderthereunder and the location of such deposit.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No Except as disclosed to ▇▇▇▇▇▇ in writing prior to the date hereof, to the best of ▇▇▇▇▇▇▇▇'s knowledge, no default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no No tenant under any Major Space Lease (except for the Master Lease) has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except Except as previously disclosed to ▇▇▇▇▇▇ in writing to Lenderwriting, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except Except as previously disclosed to Lender in writing or contained in the Space Leaseswriting, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each Each tenant under a Major Space Lease (except the Master Lease) or such tenant’s 's authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll or any tenant estoppel certificate delivered to Lender prior to the date hereof) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledgeExcept as disclosed in that certain tenant estoppel certificate for the tenant known as "Pencor ▇▇▇▇▇, LLC" delivered to Lender prior to the date hereof, each tenant under each Space Lease is is, to the best of Borrower's knowledge, free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Parkway Properties Inc)
Space Leases. (i) To the best of Borrower’s best knowledge's knowledge (after consultation with the Manager), Borrower has delivered a true, correct and complete schedule of all Space Rent Roll for the Leases as of (the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “"Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder") in a form approved by Lender.
(ii) Each To the best of Borrower's knowledge, each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, Tenant and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, (A) under any Major Space Lease or (B) under any other Space Leases which would, in the aggregate, have a Material Adverse Effect.
(iii) To the best of Borrower’s best 's knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To the best of Borrower’s best 's knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s 's obligations thereunder have been satisfied.
(v) To the best of Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best 's knowledge, each tenant under a Major Space Lease or such tenant’s 's authorized subtenant is currently occupying the space demised by such Major Space Lease.
(viivi) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viiivii) No Each Space Lease is in full force and effect and (except as disclosed on the Rent Roll) has not been assigned or, to Borrower’s best knowledgeassigned, modified, supplemented or amended in any way.
(ixviii) To the best of Borrower’s best 's knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(xix) To Borrower’s best knowledge, no No Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (CNL Hotels & Resorts, Inc.)
Space Leases. (i) To Borrower’s best knowledge, Borrower has delivered a A true, correct correct, complete and complete schedule of all Space Leases most current rent roll for the Premises is attached hereto as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following Exhibit I (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, ). There are no Leases with respect to the knowledge Premises other than the Leases set forth on the Rent Roll. Except as set forth on the Rent Roll: (a) each Lease is in full force and effect; (b) the Lessees have commenced the payment of BorrowerRent under the Leases to the extent set forth on the Rent Roll, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, and except as set forth in the aggregateRent Roll, there are no offsets, claims or defenses to the enforcement thereof presently outstanding; (c) except to the extent delinquencies are set forth on the Rent Roll, all Rents due and payable under the Lease have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, been paid and no tenant under portion of any Major Space Lease has, as of the date hereof, Rent has been paid Rent for any period more than thirty (30) days in advance, and ; (d) the Rents rent payable under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under each Lease is the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies amount of all Space Leases described rent set forth in the Rent Roll.
, and to Obligor’s Knowledge there is no claim or basis for a claim by the Lessee thereunder for an adjustment to the rent thereunder; (viiie) No Space to Obligor’s Knowledge, no Lessee has made any claim in writing against Obligor which remains outstanding that Obligor is in default under its applicable Lease; (f) to Obligor’s Knowledge, except to the extent set forth in the Rent Roll, no material default has occurred by Obligor or any Lessee under any Lease; (g) each Lease has been assigned oris the valid, binding and enforceable obligation of Obligor and, to BorrowerObligor’s best knowledgeKnowledge, modified, supplemented or amended in any way.
the applicable Lessee thereunder; (ixh) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior subordinate to the lien Loan Documents; and (i) all real estate brokerage commissions relating to the Leases have been paid in full. No Lease contains any option to purchase or right of this Security Instrumentfirst refusal to purchase the Property; or any part thereof. All security deposits under the Leases are as set forth on the Rent Roll and are in Obligor’s possession. Obligor is in compliance with all Legal Requirements with respect to all security deposits. The Rent Roll sets forth the scheduled expiration date of each Lease and any arrearages in the payment of rent thereunder.
Appears in 1 contract