Common use of Estoppel Statement Clause in Contracts

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if any, (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (vii) whether, to Borrower’s knowledge, there is any Default or Event of Default then continuing. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property Document, provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Building Loan Agreement (ACRES Commercial Realty Corp.)

Estoppel Statement. (a) After Borrower and Lender shall each from time to time, upon thirty (30) days' prior written request by L▇▇▇▇▇from the other, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment requesting party, an Officer's Certificate (or in the case of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerLender a certificate signed by an authorized officer), if any, (vi) stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and have not been effect as modified or and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Note and containing such other information with respect to the Borrower, the Property and the Loan as applicable, as the requesting party shall reasonably request. The estoppel certificate shall also state either that to requesting party's knowledge no Default exists hereunder or, if modified, giving particulars of such modification, and (vii) whether, to Borrower’s knowledge, there is any Default or Event shall exist hereunder, specify such Default and, in the case of Default then continuingBorrower's estoppel, the steps being taken to cure such Default. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly request and make commercially reasonable efforts to deliver to Lender, within twenty (and in any event within ten (1020) days after such Business Days of receipt of Lender's written request), give notice under tenant estoppel certificates from each commercial tenant leasing space at the Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory of the estoppel certificate set forth in EXHIBIT G or in the form any such Tenant is required to Lender given deliver pursuant to its Lease provided that, except after the terms occurrence and during the continuance of such Property Documentan Event of Default, provided that Borrower shall not be required to demand request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than two (2) times one time in any calendar year so long as no Trigger Period is continuing. (c) Upon request by L▇▇▇▇▇year. Notwithstanding the foregoing, nothing contained in this Section 5.1.17 shall require Borrower shall promptly (and to issue or threaten to issue any notice of default to any Tenant in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand connection with obtaining such certificates more frequently than two (2) times in or otherwise interfere with or disturb the use and occupancy of the Property by any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameTenant.

Appears in 1 contract

Sources: Loan and Security Agreement (Maguire Properties Inc)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar yearAdministrative Agent, Borrower shall within ten (10) Business Days days furnish Lender Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, and (vii) whetherhowever, to Borrower’s knowledge, there is any Default or that so long as no Event of Default then has occurred and is continuing, Borrower shall not be required to provide such statement more than two (2) times in any calendar year. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly cause Mortgage Borrower to request and use commercially reasonable efforts to deliver to Administrative Agent any estoppel certificates requested by Mortgage Lender pursuant to Section 5.1.15(b) of the Mortgage Loan Agreement (and with Administrative Agent included as a reliance party therein) or, if no such estoppel certificates have been requested by Mortgage Lender pursuant to the Mortgage Loan Agreement, by Mezzanine A Administrative Agent pursuant to the Mezzanine A Loan Agreement, or by Mezzanine B Administrative Agent pursuant to the Mezzanine B Loan Agreement, in any event within ten calendar year, (10i) days after such request)deliver to Administrative Agent upon request estoppel certificates from CPLV Tenant, give notice under (ii) deliver to Administrative Agent upon request estoppel certificates from Manager and (iii) cause CPLV Tenant to deliver estoppel certificates from each commercial Tenant leasing space at the Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property DocumentAdministrative Agent, provided that in no event shall Borrower shall not be required to demand cause the delivery of such estoppel certificates to Mezzanine A Administrative Agent, Mezzanine B Administrative Agent, Administrative Agent and/or Mortgage Lender more frequently than two (2) times in any calendar year so long as no Trigger Period is continuingyear. (c) Upon After request by L▇▇▇▇▇Administrative Agent, Borrower shall promptly (and in any event cause Mortgage Borrower to within ten (10) days after furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mortgage Loan debt, if any, claimed by Mortgage Borrower, and (vi) that the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such request)modification; provided, give notice to each commercial Tenant demanding however, that such Tenant execute so long as no Event of Default has occurred and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease)is continuing, provided that Borrower shall not be required to demand seek such certificates statement more frequently than two one (21) times time in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameyear.

Appears in 1 contract

Sources: Mezzanine Loan Agreement (Vici Properties Inc.)

Estoppel Statement. (a) After Mezzanine Borrower and Mezzanine Lender shall each from time to time, upon thirty (30) days’ prior written request from the other, execute, acknowledge and deliver to the requesting party, an Officer’s Certificate (or in the case of Mezzanine Lender a certificate signed by L▇▇▇▇▇an authorized officer), which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating that (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if any, (vi) that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and have not been effect as modified or if modified, giving particulars and setting forth such modifications); (ii) the amount of such modification, accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note; and (viiiii) whethersuch other information with respect to the Mezzanine Borrower, the Collateral, the Loan as the Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that to Borrowerrequesting party’s knowledge, there is any Default or knowledge no Event of Default then continuingexists hereunder or thereunder or, if any Event of Default shall exist hereunder or thereunder, specify such Event of Default and, in the case of Mezzanine Borrower’s estoppel, the steps being taken to cure such Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly request and make commercially reasonable efforts to deliver to Mezzanine Lender within twenty (and in any event within ten (1020) days after such Business Days of receipt of Mezzanine Lender’s written request), give notice under tenant estoppel certificates from each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given commercial tenant leasing space at the terms of such Property DocumentCollateral, provided that that, except after the occurrence and during the continuance of an Event of Default, Mezzanine Borrower shall not be required to demand request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than two (2) times one time in any calendar year so long as no Trigger Period is continuing. (c) Upon request by L▇▇▇▇▇year. Notwithstanding the foregoing, nothing contained in this Section 5.1.14 shall require Mezzanine Borrower shall promptly (and to issue or threaten to issue any notice of default to any Tenant in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand connection with obtaining such certificates more frequently than two (2) times in or otherwise interfere with or disturb the use and occupancy of the Collateral by any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameTenant.

Appears in 1 contract

Sources: Loan and Security Agreement (CS Financing CORP)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization Borrower shall, provided no Event of Default then existsfrom time to time, not be made more than twice each calendar year, Borrower shall within upon ten (10) Business Days furnish Lender with a statementDays’ prior written request from Administrative Agent, duly acknowledged execute, acknowledge and certifieddeliver to Administrative Agent, setting forth (i) the original principal amount of the Loanan Officer’s Certificate, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if any, (vi) stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and have not been effect as modified or if modifiedand listing such modifications), giving particulars of such modification, and (vii) whetherstating, to Borrower’s knowledgeKnowledge, there is any Default or the principal amount outstanding under the Loan and the Mortgage Loan, accrued and unpaid interest thereon and containing such other information with respect to Borrower, Mortgage Borrower, Hotel Lessee, the Collateral, the Property, the Loan and the Mortgage Loan as Administrative Agent may reasonably request. The estoppel certificate shall also state either that no Event of Default then continuingor Mortgage Loan Event of Default exists hereunder or under the Mortgage Loan Documents or, if any Event of Default or Mortgage Loan Event of Default shall exist, specifying such Event of Default or Mortgage Loan Event of Default and the steps being taken to cure such Event of Default or Mortgage Loan Event of Default. (b) Upon prior written request by L▇▇▇▇▇from Administrative Agent, Borrower shall promptly cause Mortgage Borrower and Hotel Lessee to request, and use commercially reasonable efforts to obtain, estoppel certificates from (i) each Tenant under a Retail Lease, (ii) any Manager and (iii) the Development Manager, in any event within ten (10) days after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be case in form and substance reasonably satisfactory acceptable to Lender given the terms of such Property DocumentAdministrative Agent, provided that Borrower shall not be required to demand cause Mortgage Borrower or Hotel Lessee to request such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuingyear. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (NRI Real Token Inc.)

Estoppel Statement. (aA) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, From time to time but not be made more than twice each four (4) times in any calendar year, Borrower shall within ten upon thirty (1030) Business Days furnish Lender with a statementdays' prior written request from the Administrative Agent, duly acknowledged execute, acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerAdministrative Agent, if anyan Officer's Certificate, (vi) stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and have not been effect as modified or if modifiedand setting forth such modifications), giving particulars stating the amount of accrued and unpaid interest and the outstanding principal amount of the Note and containing such modificationother information, and (vii) whether, qualified to the Best of Borrower’s knowledgeKnowledge, there is with respect to the Borrower, Operating Lessee, the Property and the Loan as Lender shall reasonably request. The estoppel certificate shall also state either that to the Best of Borrower’s Knowledge, no Default exists hereunder or, if any Default or shall exist hereunder, specify such Default and the steps being taken to cure such Default. Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of an Event of Default then continuingDefault, Borrower shall from time to time upon thirty (30) days' prior written request from Lender, execute, acknowledge and deliver to the Lender, the foregoing Officer's Certificate. (bB) Upon request by L▇▇▇▇▇, Borrower shall promptly use commercially reasonable efforts to deliver to Administrative Agent, within thirty (and in any event within ten (1030) days of Administrative Agent’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in Exhibit G provided that Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar yearAgent, Borrower shall within ten (10) Business Days furnish Lender Agent with a statement, duly acknowledged and certified, setting forth certifying (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the LoanNote, (ii) the Applicable Interest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) to Borrower’s knowledge, any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerDebt, if any, and (viv) that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (vii) whether, to Borrower’s knowledge, there is any Default or Event of Default then continuing. (b) Upon After written request by L▇▇▇▇▇Borrower, Borrower provided no Event of Default exists, Agent shall promptly (and in any event within ten (10) days after Business Days furnish Borrower with a statement certifying (i) the unpaid principal amount of the Note, (ii) the Applicable Interest Rate, (iii) the date installments of interest and/or principal were last paid, (iv) whether or not Agent has sent any notice of default under the Loan Documents which remains uncured in the opinion of Agent, and (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such request), give notice under each Property Document exercising any right thereunder modification. (c) Borrower shall use commercially reasonable efforts to obtain and deliver to Agent, upon request, an estoppel certificate with respect to Borrower’s obligations from each Tenant under any Lease; provided that such certificate may be in the form required under such Property DocumentLease; provided, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property Documentfurther, provided that Borrower shall not be required to demand request or deliver such certificates more frequently than two one (21) times time in any calendar year so long as no Trigger Period is continuing. twelve (c12) Upon request by L▇▇▇▇▇, Borrower shall promptly month period (and other than in any event within ten (10) days after such requestconnection with an Event of Default or a Securitization), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required . Failure to deliver an estoppel certificate pursuant to this Section 4.1.8(c) shall not constitute a Default or Event of Default under this Agreement so long as Borrower has used commercially reasonable efforts in order obtain such estoppel certificate. (d) Borrower shall use commercially reasonable efforts to obtain and deliver to Agent, upon request, an estoppel certificate from each counterparty under the Reciprocal Easement Agreement; provided that such certificate may be in the form not required by its Lease)under the Reciprocal Easement Agreement; provided, provided further, that Borrower shall not be required to demand request or deliver such certificates more frequently than two one (21) times time in any calendar year twelve (12) month period (other than in connection with an Event of Default or a Securitization). Failure to deliver an estoppel certificate pursuant to this Section 4.1.8(d) shall not constitute a Default or Event of Default under this Agreement so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use has used commercially reasonable efforts promptly in order obtain such estoppel certificate. (e) Borrower shall use its commercially reasonable efforts to deliver to Agent, upon request, an estoppel certificate from Ground Lessor under the Ground Lease; provided that such certificate may be in the form required under the Ground Lease; provided, further, that Borrower shall not be required to request or deliver such certificate more frequently than one (1) time in any twelve (12) month period (other than in connection with an Event of Default or a Securitization). Failure to deliver an estoppel certificate pursuant to this Section 4.1.8(e) shall not constitute a Default or Event of Default under this Agreement so long as Borrower has used commercially reasonable efforts in order obtain samesuch estoppel certificate.

Appears in 1 contract

Sources: Loan Agreement (Black Creek Diversified Property Fund Inc.)

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days' prior written request by L▇▇▇▇▇from Mezzanine Lender, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known Mezzanine Lender (and shall cause Mortgage Borrower to Borrowerexecute, if anyacknowledge and deliver to Mezzanine Lender), (vi) an Officer's Certificate, stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (Fourth Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Fourth Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and have not been effect as modified or if modifiedand setting forth such modifications), giving particulars stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such modificationother information, qualified to the Best of Mezzanine Borrower's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan and (vii) whether, to Borrower’s knowledge, there is any Default or the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default then continuingor Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (and in any event within ten (1030) days of Mezzanine Lender's request, tenant estoppel certificates from each Tenant under Material Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in EXHIBIT G provided that Mezzanine Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Fourth Mezzanine) has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Estoppel Statement. (aA) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, From time to time but not be made more than twice each four (4) times in any calendar year, Borrower shall within ten upon thirty (1030) Business Days furnish Lender with a statementdays’ prior written request from the Administrative Agent, duly acknowledged execute, acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerAdministrative Agent, if anyan Officer’s Certificate, (vi) stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and have not been effect as modified or if modifiedand setting forth such modifications), giving particulars stating the amount of accrued and unpaid interest and the outstanding principal amount of the Note and containing such modificationother information, and (vii) whether, qualified to the Best of Borrower’s knowledgeKnowledge, there is with respect to the Borrower, Operating Lessee, the Property and the Loan as Lender shall reasonably request. The estoppel certificate shall also state either that to the Best of Borrower’s Knowledge, no Default exists hereunder or, if any Default or shall exist hereunder, specify such Default and the steps being taken to cure such Default. Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of an Event of Default then continuingDefault, Borrower shall from time to time upon thirty (30) days’ prior written request from Lender, execute, acknowledge and deliver to the Lender, the foregoing Officer’s Certificate. (bB) Upon request by L▇▇▇▇▇, Borrower shall promptly use commercially reasonable efforts to deliver to Administrative Agent, within thirty (and in any event within ten (1030) days of Administrative Agent’s request, tenant estoppel certificates from each Tenant under Material Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in Exhibit G provided that Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written request by L▇▇▇▇▇from Mezzanine Lender, which request following a Securitization shall, provided no Event of Default then exists, but not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if any, (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (vii) whether, to Borrower’s knowledge, there is any Default or Event of Default then continuing. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property Document, provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long year, execute, acknowledge and deliver to Mezzanine Lender (and shall cause Mortgage Borrower to execute, acknowledge and deliver to Mezzanine Lender), an Officer’s Certificate, stating that this Agreement and the other Loan Documents (Mezzanine) (or, as applicable, the Loan Documents (Mortgage)) are unmodified and in full force and effect (or, if there have been modifications, that this Agreement and the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information with respect to Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan and the Loan (Mortgage) as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state, to the best of Mezzanine Borrower’s knowledge, either that no Trigger Period is continuingEvent of Default or Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default. (cb) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly use commercially reasonable efforts to deliver to Mezzanine Lender, within fifteen (15) Business Days of Mezzanine Lender’s request, tenant estoppel certificates from each tenant leasing space at the Property in substantially the form and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an substance of the estoppel certificate attached as Exhibit G to the Loan Agreement (Mortgage) or in form and substance reasonably satisfactory similar to Lender (but those delivered in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease)connection with the closing of the Loan, provided that Mezzanine Borrower shall not be required to demand deliver such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameyear.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Digital Realty Trust, Inc.)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar yearAdministrative Agent, Borrower shall within ten (10) Business Days days furnish Lender Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, and (vii) whetherhowever, to Borrower’s knowledge, there is any Default or that so long as no Event of Default then has occurred and is continuing, Borrower shall not be required to provide such statement more than two (2) times in any calendar year. (ba) Upon request by L▇▇▇▇▇, Borrower shall promptly cause Mortgage Borrower to request and use commercially reasonable efforts to deliver to Administrative Agent any estoppel certificates requested by Mortgage Lender pursuant to Section 5.1.15(b) of the Mortgage Loan Agreement (and with Administrative Agent included as a reliance party therein) or, if no such estoppel certificates have been requested by Mortgage Lender pursuant to the Mortgage Loan Agreement or by Mezzanine A Administrative Agent pursuant to the Mezzanine A Loan Agreement in any event within ten calendar year, (10i) days after such request)deliver to Administrative Agent upon request estoppel certificates from CPLV Tenant, give notice under (ii) deliver to Administrative Agent upon request estoppel certificates from Manager and (iii) cause CPLV Tenant to deliver estoppel certificates from each commercial Tenant leasing space at the Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property DocumentAdministrative Agent, provided that in no event shall Borrower shall not be required to demand cause the delivery of such estoppel certificates to Administrative Agent, Mezzanine A Administrative Agent and/or Mortgage Lender more frequently than two (2) times in any calendar year so long as no Trigger Period is continuingyear. (cb) Upon After request by L▇▇▇▇▇Administrative Agent, Borrower shall promptly (and in any event cause Mortgage Borrower to within ten (10) days after furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mortgage Loan debt, if any, claimed by Mortgage Borrower, and (vi) that the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such request)modification; provided, give notice to each commercial Tenant demanding however, that such Tenant execute so long as no Event of Default has occurred and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease)is continuing, provided that Borrower shall not be required to demand seek such certificates statement more frequently than two one (21) times time in any calendar year year. (c) After request by Administrative Agent, Borrower shall cause Mezzanine A Borrower to within ten (10) days furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mezzanine A Loan, setting forth (i) the original principal amount of the Mezzanine A Loan, (ii) the unpaid principal amount of the Mezzanine A Loan, (iii) the interest rate of the Mezzanine A Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mezzanine A Loan debt, if any, claimed by Mezzanine A Borrower, and (vi) that the Mezzanine A Loan Agreement, the Mezzanine A Pledge Agreement and the other Mezzanine A Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, however, that so long as no Trigger Period Event of Default has occurred and is continuing. , Borrower shall deliver not be required to Lender each seek such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain samestatement more than one (1) time in any calendar year.

Appears in 1 contract

Sources: Loan Amendment (Vici Properties Inc.)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar yearLender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth forth, to Borrower’s knowledge, (i) the original principal amount of the LoanNote, (ii) the unpaid principal amount of the LoanNote, (iii) the Interest Rate of the LoanNote, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. Except in connection with a Securitization, and (vii) whethernotwithstanding the foregoing, to Borrower’s knowledge, there is any Default or provided no Event of Default then has occurred and is continuing. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property Document, provided that Borrower shall not be required to demand provide such estoppel statement more than two (2) times in any calendar year during the term of the Loan. (b) Borrower shall use commercially reasonable efforts to deliver to Lender upon written request, on or before the date which is five (5) Business Days following the date by which the applicable Tenant is required to deliver the same pursuant to the terms of the applicable Lease (or, if no such time frame is provided, within ten (10) Business Days after Lender’s written request), tenant estoppel certificates from each commercial Tenant leasing space at the Property in form and substance substantially similar to the form of estoppel provided by such Tenant at the closing of the Loan or otherwise reasonably acceptable to Lender, or in such other form as may be required to be delivered by Tenant pursuant to such Lease, provided that so long as no Event of Default has occurred and is continuing Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period year. Notwithstanding anything to the contrary contained herein, including this Section 5.1.15, it is continuing. (c) Upon request by L▇▇▇▇▇, understood and agreed that Borrower shall promptly have no obligation (i) to deliver such estoppel certificate to the extent that Tenant is not required to provide such estoppel pursuant to the terms of the applicable Lease, or (ii) to require that any estoppel certificate be in form other than what may be expressly provided for in such Lease, and (iii) any failure to deliver any estoppel certificate where the same is not required under the applicable Lease (and, in such event, in any event within ten (10form other than what may be expressly required under such Lease) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but shall in no event shall constitute a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameDefault or Event of Default hereunder.

Appears in 1 contract

Sources: Loan Agreement (Hudson Pacific Properties, Inc.)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall deliver to Lender, within ten (10) Business Days furnish Lender with after Lender’s request, but not more than twice per calendar year (unless an Event of Default exists), a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate interest rate of the Loan, (iv) the date installments of principal and/or interest and/or principal were last paid, (v) any offsets or defenses to the payment and performance of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerObligations, if any, and (vi) that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or (or, if modified, giving particulars of such modification, and (vii) whether, to Borrower’s knowledge, there is any Default or Event of Default then continuing). (b) Upon request by L▇▇▇▇▇, Borrower shall promptly deliver to Lender, within thirty (and in any event within ten (1030) days after such Lender’s request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations from each Tenant under such Property Document, which certificate shall be any Lease in form and substance reasonably satisfactory to Lender given the terms of such Property Document, Lender; provided that (i) Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease, (ii) such estoppel certificate may be in the form required under such Lease, and (iii) after the final Securitization of the Loan, if, any, Borrower shall not be required to demand deliver such certificates estoppel certificate from any Tenant more frequently than two one (21) times time in any calendar year so long as no Trigger Period is continuing(unless an Event of Default exists). (c) Upon request by L▇▇▇▇▇If the REA obligates the parties thereof to provide an estoppel, Borrower shall promptly use commercially reasonable efforts to deliver to Lender, within thirty (and in any event within ten (1030) days after such Lender’s request, but not more than twice per calendar year (unless an Event of Default exists), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate from each party under the REA in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), Lender; provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain samemay be in the form required under the REA.

Appears in 1 contract

Sources: Loan Agreement (American Realty Capital - Retail Centers of America, Inc.)

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days' prior written request by L▇▇▇▇▇from Mezzanine Lender, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Mezzanine Lender (and shall cause Mortgage Borrower, if anySenior Mezzanine Borrower, (vi) and Intermediate Mezzanine Borrower, to execute, acknowledge and deliver to Mezzanine Lender), an Officer's Certificate, stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (Junior Mezzanine) (or as applicable, the Loan Documents (Mortgage), Senior Mezzanine Loan Documents, or Intermediate Mezzanine Loan Documents) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Junior Mezzanine) or, as applicable, Loan Documents (Mortgage), Senior Mezzanine Loan Documents, or Intermediate Mezzanine Loan Documents are in full force and have not been effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note, Senior Mezzanine Note, or if modifiedIntermediate Mezzanine Note) and containing such other information, giving particulars qualified to the Best of such modificationMezzanine Borrower's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, Senior Mezzanine Borrower, Intermediate Mezzanine Borrower, the Property, the Loan, the Mortgage Loan, Senior Mezzanine Loan, and (vii) whether, to Borrower’s knowledge, there is any Default or Intermediate Mezzanine Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default then continuingor Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default of Mortgage Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (and in any event within ten (1030) days of Mezzanine Lender's request, tenant estoppel certificates from each Tenant under Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Junior Mezzanine) has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days' prior written request by L▇▇▇▇▇from Mezzanine Lender, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known Mezzanine Lender (and shall cause Mortgage Borrower and Senior Mezzanine Borrower to Borrowerexecute, if anyacknowledge and deliver to Mezzanine Lender), (vi) an Officer's Certificate, stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (Intermediate Mezzanine) (or as applicable, the Loan Documents (Mortgage) or Loan Documents Senior Mezzanine) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Intermediate Mezzanine) or, as applicable, Loan Documents (Mortgage) or Senior Mezzanine Loan Documents are in full force and have not been effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note or if modifiedSenior Mezzanine Note) and containing such other information, giving particulars qualified to the Best of such modificationMezzanine Borrower's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, Senior Mezzanine Borrower, the Property, the Loan, the Mortgage Loan, and (vii) whetherthe Senior Mezzanine Loan, to Borrower’s knowledge, there is any Default or as Mezzanine Lender shall reasonably request. `The estoppel certificate shall also state either that no Event of Default then continuingor Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (and in any event within ten (1030) days of Mezzanine Lender's request, tenant estoppel certificates from each Tenant under Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Intermediate Mezzanine) has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Estoppel Statement. (a) After Borrower and Lender shall each from time to time, upon thirty (30) days’ prior written request by L▇▇▇▇▇from the other, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment requesting party, an Officer’s Certificate (or in the case of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerLender a certificate signed by an authorized officer), if any, (vi) stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and have not been effect as modified or and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding Principal Amount of the Note and containing such other information with respect to the Borrower, the Property and the Loan as applicable, as the requesting party shall reasonably request. The estoppel certificate shall also state either that to requesting party’s knowledge no Default exists hereunder or, if modifiedany Default shall exist hereunder, giving particulars specify such Default and, in the case of such modification, and (vii) whether, to Borrower’s knowledgeestoppel, there is any Default or Event of Default then continuingthe steps being taken to cure such Default. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly request and make commercially reasonable efforts to deliver to Lender, within twenty (and 20) Business Days of receipt of Lender’s written request, tenant estoppel certificates from each Tenant under any Lease demising 5,000 or more square feet in any event within ten (10) days after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in substantially the form and substance reasonably satisfactory of the estoppel certificate set forth in Exhibit G or in the form any such Tenant is required to Lender given deliver pursuant to its Lease; provided, however, prior to the terms occurrence and continuance of such Property Documentan Event of Default, provided that Borrower shall not be required to demand request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than two (2) times once in any calendar year so long as no Trigger Period is continuing. (c) Upon request by L▇▇▇▇▇year. Notwithstanding the foregoing, nothing contained in this Section 5.1.17 shall require Borrower shall promptly (and to issue or threaten to issue any notice of default to any Tenant or to otherwise take any legal action in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand connection with obtaining such certificates more frequently than two (2) times in or otherwise interfere with or disturb the use and occupancy of the Property by any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameTenant.

Appears in 1 contract

Sources: Loan and Security Agreement (Hudson Pacific Properties, Inc.)

Estoppel Statement. (a) After Mezzanine Borrower and Mezzanine Lender shall each from time to time, upon thirty (30) days' prior written request from the other, execute, acknowledge and deliver to the requesting party, an Officer's Certificate (or in the case of Mezzanine Lender a certificate signed by L▇▇▇▇▇an authorized officer), which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating that (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if any, (vi) that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (Junior Tier Mezzanine) and the Loan Documents (Senior Tier Mezzanine) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Junior Tier Mezzanine) or, as applicable, Loan Documents (Senior Tier Mezzanine) are in full force and have not been effect as modified or if modified, giving particulars and setting forth such modifications); (ii) the amount of such modification, accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note and the Senior Tier Mezzanine Note; and (viiiii) whethersuch other information with respect to the Mezzanine Borrower, Senior Tier Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan and the Loan (Senior Tier Mezzanine as the requesting party shall reasonably request. The estoppel certificate shall also state either that to Borrower’s knowledge, there is any Default or requesting party's knowledge no Event of Default then continuingor Senior Tier Mezzanine Event of Default exists hereunder or thereunder or, if any Event of Default or Senior Tier Mezzanine Event of Default shall exist hereunder or thereunder, specify such Event of Default or Senior Tier Mezzanine Event of Default and, in the case of Mezzanine Borrower's estoppel, the steps being taken to cure such Event of Default or Senior Tier Mezzanine Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly request and make commercially reasonable efforts to deliver to Mezzanine Lender within twenty (and in any event within ten (1020) days after such Business Days of receipt of Mezzanine Lender's written request), give notice under tenant estoppel certificates from each commercial tenant leasing space at the Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given required under the terms of such Property DocumentLoan Agreement (Mortgage), provided that that, except after the occurrence and during the continuance of an Event of Default, Mezzanine Borrower shall not be required to demand request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than two (2) times one time in any calendar year so long as no Trigger Period is continuing. (c) Upon request by L▇▇▇▇▇year. Notwithstanding the foregoing, nothing contained in this Section 5.1.14 shall require Mezzanine Borrower shall promptly (and to issue or threaten to issue any notice of default to any Tenant in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand connection with obtaining such certificates more frequently than two (2) times in or otherwise interfere with or disturb the use and occupancy of the Property by any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameTenant.

Appears in 1 contract

Sources: Junior Tier Mezzanine Loan and Security Agreement (Maguire Properties Inc)

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days' prior written request by L▇▇▇▇▇from Mezzanine Lender, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known Mezzanine Lender (and shall cause Mortgage Borrower to Borrowerexecute, if anyacknowledge and deliver to Mezzanine Lender), (vi) an Officer's Certificate, stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (First Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (First Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and have not been effect as modified or if modifiedand setting forth such modifications), giving particulars stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such modificationother information, qualified to the Best of Mezzanine Borrower's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan and (vii) whether, to Borrower’s knowledge, there is any Default or the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default then continuingor Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (and in any event within ten (1030) days of Mezzanine Lender's request, tenant estoppel certificates from each Tenant under Material Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in EXHIBIT G provided that Mezzanine Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (First Mezzanine) has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days' prior written request by L▇▇▇▇▇from Mezzanine Lender, which request following a Securitization shallexecute, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known Mezzanine Lender (and shall cause Mortgage Borrower to Borrowerexecute, if anyacknowledge and deliver to Mezzanine Lender), (vi) an Officer's Certificate, stating that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (Third Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Third Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and have not been effect as modified or if modifiedand setting forth such modifications), giving particulars stating the amount of accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such modificationother information, qualified to the Best of Mezzanine Borrower's Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan and (vii) whether, to Borrower’s knowledge, there is any Default or the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default then continuingor Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such Event of Default or Mortgage Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly use commercially reasonable efforts to deliver to Mezzanine Lender, within thirty (and in any event within ten (1030) days of Mezzanine Lender's request, tenant estoppel certificates from each Tenant under Material Leases entered into after such request), give notice under each Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be the Closing Date in substantially the form and substance reasonably satisfactory to Lender given of the terms of such Property Document, estoppel certificate set forth in EXHIBIT G provided that Mezzanine Borrower shall not be required to demand deliver such certificates more frequently than two (2) times one time in any calendar year so long as year; provided, however, that there shall be no Trigger Period limit on the number of times Mezzanine Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents (Third Mezzanine) has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Estoppel Statement. (ai) After written request by L▇▇▇▇▇Lender, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower Borrowers shall within ten fifteen (1015) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (iiA) the unpaid principal amount of the LoanNote, (iiiB) the Applicable Interest Rate of the LoanRate, (ivC) the date installments of interest and/or principal were last paid, (vD) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if anyDebt, (viE) that the Note, this Agreement, the Mortgage Pledge and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (viiF) whethersuch other matters as Lender may reasonably request. After written request by Lender, Borrowers shall cause each First Mezzanine Borrower to Borrower’s knowledgeand to cause each Property Owner to deliver similar certified statements to the one required in the previous sentence relating to the Senior Loan and/or the First Mezzanine Loan, there is respectively. Any prospective purchaser of any Default or Event of Default then continuinginterest in the Loan shall be permitted to rely on such certificate. (bii) Upon request by L▇▇▇▇▇, Borrowers shall cause each First Mezzanine Borrower shall promptly (and in any event within ten (10) days after such request), give notice under to cause each Property Document exercising any right thereunder Owner to request and use all reasonable efforts to obtain an for Lender, upon request, Tenant estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property Document, certificates from each Tenant; provided that Borrower Borrowers shall not be required to demand cause each First Mezzanine Borrower to cause each Property Owner to deliver such certificates more frequently than two (2) times once in any calendar year so long as (including estoppel certificates obtained in connection with the origination of the Loan); provided, however, that there shall be no Trigger Period limit on the number of times Borrowers may be required to cause each First Mezzanine Borrower to cause each Property Owner to obtain such certificates if a Default hereunder or under any of the Loan Documents has occurred and is continuing. (c) Upon request by L▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Appears in 1 contract

Sources: Mezzanine Loan Agreement (Strategic Hotel Capital Inc)

Estoppel Statement. (a) After written request by L▇▇▇▇▇, which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar yearAdministrative Agent, Borrower shall within ten (10) Business Days days furnish Lender Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to BorrowerDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, and (vii) whetherhowever, to Borrower’s knowledge, there is any Default or that so long as no Event of Default then has occurred and is continuing, Borrower shall not be required to provide such statement more than two (2) times in any calendar year. (b) Upon request by L▇▇▇▇▇, Borrower shall promptly cause Mortgage Borrower to request and use commercially reasonable efforts to deliver to Administrative Agent any estoppel certificates requested by Mortgage Lender pursuant to Section 5.1.15(b) of the Mortgage Loan Agreement (and with Administrative Agent included as a reliance party therein) or, if no such estoppel certificates have been requested by Mortgage Lender pursuant to the Mortgage Loan Agreement or by Mezzanine A Administrative Agent pursuant to the Mezzanine A Loan Agreement in any event within ten calendar year, (10i) days after such request)deliver to Administrative Agent upon request estoppel certificates from CPLV Tenant, give notice under (ii) deliver to Administrative Agent upon request estoppel certificates from Manager and (iii) cause CPLV Tenant to deliver estoppel certificates from each commercial Tenant leasing space at the Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given the terms of such Property DocumentAdministrative Agent, provided that in no event shall Borrower shall not be required to demand cause the delivery of such estoppel certificates to Administrative Agent, Mezzanine A Administrative Agent and/or Mortgage Lender more frequently than two (2) times in any calendar year so long as no Trigger Period is continuingyear. (c) Upon After request by L▇▇▇▇▇Administrative Agent, Borrower shall promptly (and in any event cause Mortgage Borrower to within ten (10) days after furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mortgage Loan debt, if any, claimed by Mortgage Borrower, and (vi) that the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such request)modification; provided, give notice to each commercial Tenant demanding however, that such Tenant execute so long as no Event of Default has occurred and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease)is continuing, provided that Borrower shall not be required to demand seek such certificates statement more frequently than two one (21) times time in any calendar year year. (d) After request by Administrative Agent, Borrower shall cause Mezzanine A Borrower to within ten (10) days furnish Administrative Agent with a statement, duly acknowledged and certified with respect to the Mezzanine A Loan, setting forth (i) the original principal amount of the Mezzanine A Loan, (ii) the unpaid principal amount of the Mezzanine A Loan, (iii) the interest rate of the Mezzanine A Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Mezzanine A Loan debt, if any, claimed by Mezzanine A Borrower, and (vi) that the Mezzanine A Loan Agreement, the Mezzanine A Pledge Agreement and the other Mezzanine A Loan Documents are valid, legal and binding obligations (subject to bankruptcy, insolvency or other similar laws and general principles of equity) and have not been modified or if modified, giving particulars of such modification; provided, however, that so long as no Trigger Period Event of Default has occurred and is continuing. , Borrower shall deliver not be required to Lender each seek such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain samestatement more than one (1) time in any calendar year.

Appears in 1 contract

Sources: Mezzanine Loan Agreement (Vici Properties Inc.)

Estoppel Statement. (a) After Mezzanine Borrower and Mezzanine Lender shall each from time to time, upon thirty (30) days' prior written request from the other, execute, acknowledge and deliver to the requesting party, an Officer's Certificate (or in the case of Mezzanine Lender a certificate signed by L▇▇▇▇▇an authorized officer), which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating that (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt and/or any claims against L▇▇▇▇▇ then known to Borrower, if any, (vi) that the Note, this Agreement, the Mortgage Agreement and the other Loan Documents (Mezzanine) and the Loan Documents (Mortgage) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and have not been effect as modified or if modified, giving particulars and setting forth such modifications); (ii) the amount of such modification, accrued and unpaid interest and the outstanding principal amount of the Mezzanine Note and the Mortgage Note; and (viiiii) whethersuch other information with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan and the Loan (Mortgage) as the requesting party shall reasonably request. The estoppel certificate shall also state either that to Borrower’s knowledge, there is any Default or requesting party's knowledge no Event of Default then continuingor Mortgage Event of Default exists hereunder or thereunder or, if any Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, specify such Event of Default or Mortgage Event of Default and, in the case of Mezzanine Borrower's estoppel, the steps being taken to cure such Event of Default or Mortgage Event of Default. (b) Upon request by L▇▇▇▇▇, Mezzanine Borrower shall promptly request and make commercially reasonable efforts to deliver to Mezzanine Lender within twenty (and in any event within ten (1020) days after such Business Days of receipt of Mezzanine Lender's written request), give notice under tenant estoppel certificates from each commercial tenant leasing space at the Property Document exercising any right thereunder to obtain an estoppel certificate with respect to Borrower’s obligations under such Property Document, which certificate shall be in form and substance reasonably satisfactory to Lender given required under the terms of such Property DocumentLoan Agreement (Mortgage), provided that that, except after the occurrence and during the continuance of an Event of Default, Mezzanine Borrower shall not be required to demand request or make commercially reasonable efforts to deliver such certificates with respect to any particular Tenant more frequently than two (2) times one time in any calendar year so long as no Trigger Period is continuing. (c) Upon request by L▇▇▇▇▇year. Notwithstanding the foregoing, nothing contained in this Section 5.1.14 shall require Mezzanine Borrower shall promptly (and to issue or threaten to issue any notice of default to any Tenant in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably satisfactory to Lender (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that Borrower shall not be required to demand connection with obtaining such certificates more frequently than two (2) times in or otherwise interfere with or disturb the use and occupancy of the Property by any calendar year so long as no Trigger Period is continuing. Borrower shall deliver to Lender each such estoppel certificate promptly upon B▇▇▇▇▇▇▇’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain sameTenant.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Maguire Properties Inc)