Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto: (a) Except as may be disclosed in the zoning reports provided or made available to Lender, Mortgage Borrower or each Tenant has obtained, as applicable, all Permits, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification. (b) Except as may be disclosed in the zoning reports provided or made available to Lender, each Individual Property and the present and contemplated use and occupancy thereof are in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and other similar Legal Requirements. (c) Each Individual Property is served by all utilities required for the current or contemplated use thereof. To Borrower’s actual knowledge, all utility service is provided by public utilities and each Individual Property has accepted or is equipped to accept such utility service. (d) Except as expressly disclosed on the Survey, all public roads and streets necessary for service of and access to each Individual Property for the current or contemplated use thereof have been completed, are legally open for use by the public. Except as expressly disclosed on the Survey, each Individual Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable Individual Property. (e) Each Individual Property is served by public water and sewer systems or other legally compliant private water and sewer systems. (f) Each Individual Property is free from damage caused by fire or other casualty. Except as disclosed in the property condition reports provided or made available to Lender, or otherwise disclosed to Lender by Borrower or Mortgage Borrower in writing, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and neither Borrower nor Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. (g) All costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction of the Improvements have been or will be timely paid in full. Except as disclosed in the Title Insurance Policies, to Borroxxx’x actual knowledge there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements could give rise to any such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrument. (h) Mortgage Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property or the property subject to a Permitted Equipment Lease) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by the Mortgage Loan Documents. (i) Except as disclosed in the property condition reports provided or made available to Lender, all liquid and solid waste disposal, septic and sewer systems located on the Property are in compliance with all Legal Requirements. (j) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledge, no portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts. No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow lands. (k) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledge, all the Improvements lie within the boundaries of the Land and any building restriction lines applicable to the Land. (l) Neither Borrower nor Mortgage Borrower has received any written notice of any pending or proposed special or other assessments for public improvements or otherwise affecting the Property. (m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property which have not been completed and paid for in full (or shall be paid prior to delinquency), (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Charges. (n) Neither Borrower nor Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees of Manager or the applicable Tenant.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:
(a) Except as may be disclosed in the zoning reports provided or made available to Lender, Mortgage Borrower or each Tenant Tenant, as applicable, has obtained, as applicable, all Permits, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(b) Except as may be disclosed in the zoning reports provided or made available to Lender, each Individual Property and the present and contemplated use and occupancy thereof are in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and other similar Legal Requirements.
(c) Each Individual Property is served by all utilities required for the current or contemplated use thereof. To Borrower’s actual knowledge, all utility service is provided by public utilities and each Individual Property has accepted or is equipped to accept such utility service.
(d) Except as expressly disclosed on the Survey, all public roads and streets necessary for service of and access to each Individual Property for the current or contemplated use thereof have been completed, are legally open for use by the public. Except as expressly disclosed on the Survey, each Individual Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable Individual Property.
(e) Each Individual Property is served by public water and sewer systems or other legally compliant private water and sewer systems.
(f) Each Individual Property is free from damage caused by fire or other casualty. Except as disclosed in the property condition reports provided or made available to Lender, or otherwise disclosed to Lender by Borrower or Mortgage Borrower in writing, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and neither Borrower nor Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
(g) All costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction of the Improvements have been or will be timely paid in full. Except as disclosed in the Title Insurance Policies, to Borroxxx’x Bxxxxxxx’s actual knowledge there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements could give rise to any such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrument.
(h) Mortgage Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property or the property subject to a Permitted Equipment Lease) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by the Mortgage Loan Documents.
(i) Except as disclosed in the property condition reports provided or made available to Lender, all liquid and solid waste disposal, septic and sewer systems located on the Property are in compliance with all Legal Requirements.
(j) Except as expressly disclosed on the Survey, to Borroxxx’x Bxxxxxxx’s actual knowledge, no portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts. No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.
(k) Except as expressly disclosed on the Survey, to Borroxxx’x Bxxxxxxx’s actual knowledge, all the Improvements lie within the boundaries of the Land and any building restriction lines applicable to the Land.
(l) Neither Borrower nor Mortgage Borrower has received any written notice of any pending or proposed special or other assessments for public improvements or otherwise affecting the Property.
(m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property which have not been completed and paid for in full (or shall be paid prior to delinquency), (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Charges.
(n) Neither Borrower nor Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees of Manager or the applicable Tenant.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:
(a) Except as may Each of Borrower and Master Lessee has obtained (or caused to be disclosed in obtained) all material certificates, licenses, permits, franchises, consents, any applicable liquor licenses, and other approvals, governmental and otherwise, necessary for the zoning reports provided ownership and operation of the Property and the conduct of its business (collectively, “Licenses”) and all required zoning, building code, land use, environmental and other similar permits or made available to Lender, Mortgage Borrower or each Tenant has obtained, as applicable, all Permitsapprovals, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(b) Except as may be disclosed in the zoning reports provided or made available report delivered to LenderLender in connection with the origination of the Loan, each Individual the Property and the present and contemplated use and occupancy thereof are in full compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and other similar Legal RequirementsApplicable Law.
(c) Each Individual The Property is served by all utilities required necessary for the current or contemplated use thereof. To Borrower’s actual knowledge, all All utility service is provided by public utilities and each Individual the Property has accepted or is equipped to accept such utility service. The Property is served by public water and sewer systems. All utilities and public water and sewer systems serving the Property are adequate for the current or contemplated use thereof.
(d) Except as expressly disclosed on the Survey, all All public roads and streets necessary for service of and access to each Individual the Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. Except as expressly disclosed on the Survey, each Individual The Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable Individual Property.
(e) Each Individual Property is served by public water and sewer systems or other legally compliant private water and sewer systems.
(f) Each Individual The Property is free from damage caused by fire or other casualty. Except as disclosed in the property condition reports provided or made available to Lender, or otherwise disclosed any physical conditions report delivered to Lender by Borrower or Mortgage Borrower in writingconnection with its underwriting of the Loan, to Borrower’s knowledge, the Property, including, without limitation, all buildings, improvementsImprovements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and neither Borrower nor Mortgage Borrower Master Lessee has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
(gf) All To the best of Borrower’s knowledge after due inquiry, all costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction of the Improvements have been or will be timely paid in full. Except as disclosed in the Title Insurance Policies, to Borroxxx’x actual knowledge there There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements Applicable Law could give rise to any such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrument.
(hg) Mortgage Borrower or Master Lessee has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property or the property subject to a Permitted Equipment Leaseproperty) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by the Mortgage Loan Documentswith respect to Permitted Encumbrances.
(ih) Except as disclosed in the property condition reports provided or made available to Lender, all All liquid and solid waste disposal, septic and sewer systems located on the Property are in a good and safe condition and repair and in compliance with all Legal RequirementsApplicable Law.
(ji) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledge, no No portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance ActsActs or, if any portion of the Improvements is located within such area, Borrower has obtained and will maintain the insurance prescribed in Section 7.1(a) hereof. No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.
(kj) Except as expressly disclosed on for encroachments that are insured against pursuant to the SurveyTitle Insurance Policy or otherwise do not cause a Material Adverse Effect, to Borroxxx’x actual Borrower’s knowledge, except, if applicable, as otherwise disclosed in the survey of the Property delivered to Lender in connection with the closing of the Loan, all the Improvements lie within the boundaries of the Land and any building restriction lines applicable to the LandLand and no improvements on adjoining properties encroach onto the Property.
(lk) Neither Borrower nor Mortgage Borrower has received any written notice of any To Borrower’s knowledge after due inquiry, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property.
(m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for nor are there any construction, repairs, alterations or contemplated improvements to be made on or to the Property which have not been completed and paid for that may result in full (such special or shall be paid prior to delinquency), (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Chargesother assessments.
(n) Neither Borrower nor Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees of Manager or the applicable Tenant.
Appears in 1 contract
Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:
(a) Except as may be disclosed in the zoning reports provided or made available to Lender, Each of Borrower and Mortgage Borrower or each Tenant has obtained, as applicable, obtained all Permits, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification, except where the failure to obtain or keep in full force and effect such Permits would not reasonably be expected to have a Material Adverse Effect.
(b) Except as may be disclosed set forth on Schedule XXV attached hereto (with respect to the building violations at the Xxxxxx Property which are also addressed in the zoning reports provided or made available to LenderPost Closing Agreement), each Individual Property and the present and contemplated use and occupancy thereof are in full compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and other similar Legal Requirements.
(c) Each Individual Property is served by all utilities required for the current or contemplated use thereof. To Borrower’s actual knowledgeExcept as set forth on Schedule XXV attached hereto (with respect to certain waste disposal services identified on such Schedule), all utility service is provided by public utilities and each Individual the Property has accepted or is equipped to accept such utility service.
(d) Except as expressly disclosed on the Survey, all All public roads and streets necessary for service of and access to each Individual Property for the current or contemplated use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. Except as expressly disclosed on the Survey, each Each Individual Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable Individual Property.
(e) Each Individual Property is served by public water and sewer systems or other legally compliant private water and sewer systems.
(f) Each Individual Property is free from damage caused by fire or other casualty. Except as disclosed in the property condition reports provided or made available to Lender, or otherwise disclosed to Lender by Borrower or Mortgage Borrower in writing, the Each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge, there exists no structural or other material defects or damages in the such Individual Property, whether latent or otherwise, and neither Borrower nor Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the such Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
(g) All costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction of the Improvements have been or will be timely paid in full. Except as disclosed in the Title Insurance Policies, to Borroxxx’x actual knowledge there There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements could give rise to any such liens) affecting the any Individual Property which are or may be prior to or equal to the lien of the related Security Instrument.Instrument or the Pledge Agreement
(h) Each Mortgage Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property or the property subject to a Permitted Equipment Lease) used in connection with the operation of the related Individual Property, free and clear of any and all security interests, liens or encumbrances, except as set forth on Schedule XXV attached hereto (with respect to the UCC filing against the copiers and fax machines identified on such Schedule) and except for the lien and security interest created by the Mortgage Loan Documents.
(i) Except as disclosed in the property condition reports provided or made available to LenderTo Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the each Individual Property are in a good and safe condition and repair and in compliance with all Legal Requirements.
(j) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledge, no portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts. No part of the any Individual Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.
(k) Except as expressly disclosed set forth on the Survey, to Borroxxx’x actual knowledge, all the Improvements lie within the boundaries of the Land and any building restriction lines applicable to the Land.
(l) Neither Borrower nor Mortgage Borrower has received any written notice of any To Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.
(m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the any Individual Property which have not been completed and paid for in full (or shall be paid prior to delinquency)full, (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the any Individual Property which have not been paid for in full full. Except as set forth on Schedule XXV attached hereto (or shall be paid prior with respect to delinquencyidentified work at the Delano Property). There , there is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Charges.
(n) Neither Borrower nor Mortgage Borrower has any no direct employees. Any All other personnel employed at or in connection with the Property are the direct employees of Manager or the applicable TenantManager.
Appears in 1 contract
Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:
(a) Except No portion of the Improvements is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as may be disclosed in an area having special flood hazards pursuant to the zoning reports provided National Flood Insurance Act of 1968 or made available to Lender, Mortgage Borrower or each Tenant has obtainedthe Flood Disaster Protection Act of 1973, as applicableamended, or any successor law, or, if located within any such area, Borrower has obtained and will maintain the insurance prescribed in Section 3.2 hereof.
(b) To Borrower’s actual knowledge, Xxxxxxxx has obtained all Permitsnecessary certificates, permits, licenses and other approvals, governmental and otherwise, necessary for the use, occupancy and operation of the Property and the conduct of its business (including, without limitation, certificates of completion and certificates of occupancy) and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(bc) Except as may be disclosed in the zoning reports provided or made available to Lender, each Individual The Property and the present and contemplated use and occupancy thereof are to the actual knowledge of Borrower in fall compliance in all material respects with all applicable Applicable Laws, including, without limitation, zoning ordinances, building codes, land use and environmental laws, Environmental Laws laws relating to the disabled (including, but not limited to, the ADA) and other similar Legal Requirementslaws.
(cd) Each Individual The Property is served by all utilities required for the current or contemplated use thereof. To Borrower’s actual knowledge, all All utility service is provided by public utilities and each Individual the Property has accepted or is equipped to accept such utility service.
(de) Except as expressly disclosed on the Survey, all All public roads and streets necessary for service of and access to each Individual the Property for the current or contemplated use thereof have been completed, are serviceable and are physically and legally open for use by the public. Except as expressly disclosed on the Survey, each Individual Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable Individual Property.
(ef) Each Individual The Property is served by public water and sewer systems or other legally compliant private water and sewer systems.
(fg) Each Individual The Property is free from damage caused by fire or other casualty. Except as disclosed in There is no pending or, to the property condition reports provided or made available to Lenderactual knowledge of Xxxxxxxx, or otherwise disclosed to Lender by Borrower or Mortgage Borrower in writing, threatened condemnation proceedings affecting the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and neither Borrower nor Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, Property or any part portion thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
(gh) All costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction of the Improvements have been (or will be timely be) paid in full. Except as disclosed in the Title Insurance Policies, to Borroxxx’x actual knowledge there are full and no notice of any mechanics’ or similar materialmen’s liens or of any claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements could give rise of right to any such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrumentliens have been received.
(hi) Mortgage Borrower has (or will have) paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenantstenants’ property or the property subject to a Permitted Equipment Leaseproperty) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by the Mortgage Loan Documentshereby.
(ij) Except as disclosed in the property condition reports provided or made available to Lender, all All liquid and solid waste disposal, septic and sewer systems located on the Property are to the actual knowledge of Borrower in a good and safe condition and repair and in compliance with all Legal Requirements.
(j) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledge, no portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts. No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow landsApplicable Laws.
(k) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledge, all the All Improvements lie within the boundaries boundary of the Land and any building restriction lines applicable to the Land.
(l) Neither Borrower nor Mortgage Borrower has received any written notice of any pending or proposed special or other assessments for public improvements or otherwise affecting the Property.
(m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property which have not been completed and paid for in full (or shall be paid prior to delinquency), (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Charges.
(n) Neither Borrower nor Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees of Manager or the applicable Tenant.
Appears in 1 contract
Samples: Deed of Trust and Security Agreement (Inland American Real Estate Trust, Inc.)
Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:
(a) Except as may be disclosed in the zoning reports provided or made available to Lender, Mortgage Borrower or each Tenant Tenant, as applicable, has obtained, as applicable, all Permits, all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification.
(b) Except as may be disclosed in the zoning reports provided or made available to Lender, each Individual Property and the present and contemplated use and occupancy thereof are in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and other similar Legal Requirements.
(c) Each Individual Property is served by all utilities required for the current or contemplated use thereof. To Borrower’s actual knowledge, all utility service is provided by public utilities and each Individual Property has accepted or is equipped to accept such utility service.
(d) Except as expressly disclosed on the Survey, all public roads and streets necessary for service of and access to each Individual Property for the current or contemplated use thereof have been completed, are legally open for use by the public. Except as expressly disclosed on the Survey, each Individual Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage Borrower and any subsequent owners of the applicable Individual Property.
(e) Each Individual Property is served by public water and sewer systems or other legally compliant private water and sewer systems.
(f) Each Individual Property is free from damage caused by fire or other casualty. Except as disclosed in the property condition reports provided or made available to Lender, or otherwise disclosed to Lender by Borrower, Mezzanine A Borrower or Mortgage Borrower in writing, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and neither none of Borrower, Mezzanine A Borrower nor or Mortgage Borrower has received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
(g) All costs and expenses of any and all labor, materials, supplies and equipment incurred by Mortgage Borrower and used in the construction of the Improvements have been or will be timely paid in full. Except as disclosed in the Title Insurance Policies, to Borroxxx’x Xxxxxxxx’s actual knowledge there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements could give rise to any such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrument.
(h) Mortgage Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property or the property subject to a Permitted Equipment Lease) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by the Mortgage Loan Documents.
(i) Except as disclosed in the property condition reports provided or made available to Lender, all liquid and solid waste disposal, septic and sewer systems located on the Property are in compliance with all Legal Requirements.
(j) Except as expressly disclosed on the Survey, to Borroxxx’x Xxxxxxxx’s actual knowledge, no portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts. No part of the Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.
(k) Except as expressly disclosed on the Survey, to Borroxxx’x Xxxxxxxx’s actual knowledge, all the Improvements lie within the boundaries of the Land and any building restriction lines applicable to the Land.
(l) Neither None of Borrower, Mezzanine A Borrower nor or Mortgage Borrower has received any written notice of any pending or proposed special or other assessments for public improvements or otherwise affecting the Property.
(m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property which have not been completed and paid for in full (or shall be paid prior to delinquency), (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Charges.
(n) Neither None of Borrower, Mezzanine A Borrower nor or Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees of Manager or the applicable Tenant.
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Samples: Mezzanine Loan Agreement (Industrial Logistics Properties Trust)
Status of Property. Except as would not be reasonably likely to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect and except as disclosed on Schedule XV attached hereto:
(a) Except as may be disclosed in the zoning reports provided Reports, each Borrower has obtained all material certificates, licenses, permits, certificates of occupancy, franchises, consents, and other approvals, governmental and otherwise, necessary for the ownership and operation of the related Individual Property and the conduct of its business (collectively, “Licenses”) and all required zoning, building code, land use, environmental and other similar permits or made available to Lenderapprovals, Mortgage Borrower or each Tenant has obtained, as applicable, all Permits, and all of which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modificationmodification other than any Licenses the absence of which would not reasonably be expected to have or result in an Individual Material Adverse Effect or Aggregate Material Adverse Effect.
(b) Except as may be disclosed in the zoning reports provided or made available to LenderReports, each Individual Property and the present and contemplated use and occupancy thereof are in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws Laws, Permitted Encumbrances and other similar Legal RequirementsApplicable Law.
(c) Each Except as disclosed in the Reports each Individual Property is served by all utilities required necessary for the current or contemplated use thereof. To Borrower’s actual knowledge, all All such utility service is provided by public utilities and each the related Individual Property has accepted or is equipped to accept such utility service. Except as disclosed in the Reports, each Individual Property is served by public water and sewer systems. To Borrower’s knowledge, all utilities and public water and sewer systems serving each Individual Property are adequate for the current use thereof.
(d) Except as expressly disclosed on in the SurveyReports, all public roads and streets necessary for service of and access to each the applicable Individual Property for the current or contemplated use thereof have been completed, and are physically and legally open for use by the public. Except as expressly disclosed on in the SurveyReports, each Individual Property has either direct access to such public roads or streets or access to such public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Mortgage the related Borrower and any subsequent owners of the applicable Individual Property.
(e) Each Individual Property is served by public water and sewer systems or other legally compliant private water and sewer systems.
(f) Each Except as disclosed in the Reports, each Individual Property is free from material damage caused by fire or other casualty. Except as disclosed set forth in the property condition reports provided or made available to LenderReports, or otherwise disclosed to Lender by Borrower or Mortgage Borrower in writing, the each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects, ordinary wear and tear excepted; to Borrower’s actual knowledge. Except as disclosed on the Reports, there exists no structural or other material defects or damages in the Propertydamages, whether latent or otherwise, to an Individual Property, and neither Borrower nor Mortgage Borrower has not received written notice from any insurance company or bonding company of any defects or inadequacies in the an Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
(gf) All costs and expenses of any and all labor, materials, supplies and equipment incurred due and payable by Mortgage Borrower and used in the construction of the Improvements have been or will be timely paid in full; provided that amounts may be due and payable by Borrower with respect to ongoing ordinary repair and maintenance at the Properties and such amounts shall be paid in the ordinary course of Borrower’s business and in accordance with this Agreement. Except for any Permitted Encumbrances or as disclosed set forth in the Title Insurance Policies, to Borroxxx’x actual knowledge Borrower’s knowledge, there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under applicable Legal Requirements Applicable Law could give rise to any such liens) affecting the Property which are or may be prior to or equal to the lien of the Security Instrument.
(hg) Mortgage Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property or the property subject to a Permitted Equipment Lease) used in connection with the operation of the its Individual Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by this Agreement, the Mortgage Note, the applicable Security Instrument and the other Loan DocumentsDocuments and/or other security interests, liens and encumbrances permitted pursuant to this Agreement, including, but not limited to, any Permitted Encumbrances.
(ih) Except as disclosed in the property condition reports provided or made available to LenderReports, all liquid and solid waste disposal, septic and sewer systems located on the Property Properties are in a good and safe condition and repair and in compliance in all material respects with all Legal RequirementsApplicable Law.
(ji) Except as expressly disclosed on the Survey, to Borroxxx’x actual knowledgeSurveys or flood certificates obtained by Lender in connection with the closing of the Loan, no portion of the Improvements is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance ActsActs or, if any portion of the Improvements is located within such area, Borrower has obtained and will maintain the insurance prescribed in Section 7.1(a) hereof. No Except as set forth in the Reports, no part of the any Individual Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.
(kj) Except as expressly disclosed on the SurveySurveys and for encroachments that are insured against pursuant to the Title Insurance Policy or otherwise do not, to Borroxxx’x actual knowledgeand are not reasonably expected to, cause an Individual Material Adverse Effect, all the Improvements lie within the boundaries of the Land and any building restriction lines applicable to the LandLand and no improvements on adjoining properties encroach onto an Individual Property.
(lk) Neither Borrower nor Mortgage Borrower has received any written notice of any To Borrower’s knowledge, except as expressly disclosed on the Title Insurance Policies, there are no pending or proposed material special or other assessments for public improvements or otherwise affecting the any Individual Property.
(m) Except in connection with routine repairs and maintenance in the ordinary course of business and tenant improvements, Mortgage Borrower has not (i) made, ordered or contracted for nor are there any construction, repairs, alterations or contemplated improvements to be made on an Individual Property that may result in such special or to the Property which have not been completed and paid for in full (or shall be paid prior to delinquency), (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full (or shall be paid prior to delinquency) or (iii) attached any fixtures to the Property which have not been paid for in full (or shall be paid prior to delinquency). There is no such construction, repairs, alterations or improvements ongoing at the Property as of the Closing Date. There are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Chargesother assessments.
(n) Neither Borrower nor Mortgage Borrower has any direct employees. Any personnel employed at or in connection with the Property are the direct employees of Manager or the applicable Tenant.
Appears in 1 contract
