Common use of Estoppel Statements Clause in Contracts

Estoppel Statements. (a) Borrowers shall furnish to Lender, within five (5) Business Days after any request by Lender (but no more than two times in any calendar year), a statement, duly acknowledged and certified, stating (i) the Outstanding Principal Balance of the Note, (ii) the Interest Rate, (iii) the date installments of interest and/or principal were last paid, (iv) any alleged offsets or defenses to the payment and performance of the Obligations, if any, (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts to deliver to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, further, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Borrowers shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any request by Lender, estoppel certificates from each party under any REA designated by Lender; provided that such certificates may be in the form required under the applicable REA, and provided further that Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs).

Estoppel Statements. (a) Borrowers shall furnish to Lender, within five (5) Business Days after any After written request by Lender from time to time, Borrowers shall within ten (but no more than two times in any calendar year), 10) days furnish Lender with a statement, duly acknowledged and certified, stating setting forth (i) the Outstanding Principal Balance original principal amount of the NoteLoan, (ii) the Interest RateOutstanding Principal Balance, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (ivv) any alleged offsets or defenses to the payment and of the Debt or the performance of the Other Obligations, if any, and (vvi) that the Notes, this Agreement Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrowers and have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts deliver to deliver Lender upon written request from time to time, tenant estoppel certificates from each commercial tenant leasing space at the Properties or any part thereof in form and substance reasonably satisfactory to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, furtherhowever, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Borrowers Tower Borrower and/or Garage Borrower, as applicable, shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any Lender upon written request by Lenderfrom time to time, estoppel certificates from each party under any REA designated by of (i) the Operating Partnership and (ii) the respective Borrower, with respect to the Tower Master Lease and/or Garage Master Lease, as applicable, in form and substance reasonably satisfactory to Lender; provided , provided, however, that such certificates may be in the form required under the applicable REA, and provided further that Borrowers respective Borrower shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year two (or twice during 2) times in any calendar year in which a Securitization occurs)year.

Estoppel Statements. (a) Borrowers shall furnish to After request by Lender, Borrower shall within five ten (510) Business Days after any request by furnish Lender (but no more than two times in any calendar year), with a statement, duly acknowledged and certified, stating setting forth (i) the Outstanding Principal Balance amount of the original principal amount of the Note, (ii) the Interest Rateunpaid principal amount of the Note, (iii) the Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (ivv) that no Default or Event of Default has occurred and is continuing, (vi) any alleged offsets or defenses to the payment and performance of the ObligationsDebt, if any, any and (vvii) that the Note, this Agreement Agreement, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers Borrower shall use commercially reasonable efforts to deliver to Lender upon request, estoppel certificates, in form and content satisfactory to Lender, within ten (10) days after any request from all tenants specified by Lender. If any tenant fails to provide such estoppel certificate, an Borrower shall provide a landlord estoppel certificate from each Tenant under to Lender with respect to the tenancy of such tenant, in form and substance satisfactory to Lender. Notwithstanding the foregoing, to the extent that any Lease; provided that Lease provides for a specific form of estoppels or limits the matters to which a tenant is required to certify, Lender shall accept such certificate may be estoppels set forth in the form required under or contemplated by such Lease; Lease to satisfy this Section 5.14(b), and provided, further, that Borrowers Lender shall not be required exercise its right pursuant to deliver such certificates this Section 5.14(b) more frequently than two (2) times in any calendar year. (c) Borrowers shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any request by Lender, estoppel certificates from each party under any REA designated by Lender; provided that such certificates may be in the form required under the applicable REA, and provided further that Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs)unless there is an Event of Default.

Estoppel Statements. (ai) Borrowers Upon request of the Administrative Agent, each Borrower shall within fifteen (15) days furnish to Lender, within five (5) Business Days after any request by Lender (but no more than two times in any calendar year), the Administrative Agent with a statement, duly acknowledged and certified, stating setting forth (i) the Outstanding Principal Balance original principal amount of the NoteLoans, (ii) the Interest Rateunpaid principal amount of the Loans, (iii) the Interest Rate of the Loans, (iv) the date installments of interest and/or principal were last paid, (ivv) any alleged offsets or defenses to the payment and performance of the Obligations, if any, claimed by Borrower, and (vvi) that each Note, this Agreement Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts to deliver to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, furtherhowever, that the Borrowers shall not be required to deliver provide such certificates statement more frequently often than two (2) times in any calendar year. (cii) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to Lender, within thirty provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (30) days after it being expressly agreed that any request form specified by Lender, estoppel certificates from each party under the terms of any REA designated Major Lease or other non-residential Leases that is approved in writing by Lender; provided that such certificates may be the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form required under Major Lease or other non-residential Leases reasonably approved in writing by the applicable REAAdministrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, and provided further that the Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year one (or twice during 1) time in any calendar year in which a Securitization occurs)if no Event of Default has occurred and is continuing.

Estoppel Statements. (a) Borrowers Upon the request of the Trustee at the direction of the Required Holders, the Issuer shall (and shall cause each PropCo to), within ten (10) days, furnish to Lender, within five (5) Business Days after any request by Lender (but no more than two times in any calendar year), the Trustee a statement, duly acknowledged and certified, stating setting forth (i) the Aggregate Outstanding Principal Balance of the NoteAmount, (ii) then current interest rate on each applicable Note in accordance with Section 4.1 and the Interest Rateapplicable provisions of such Note, (iii) the date as of which installments of interest and/or principal hereunder were last paid, (iv) any alleged offsets or defenses to the payment of any Obligations claimed by the Issuer, and performance of the Obligations, if any, (v) that the Note, this Agreement Indenture, the Security Instrument and the other Loan Note Documents are valid, legal and binding obligations of the applicable Obligor Parties and have not been modified or or, if the same have been modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of describing the Properties then encumbered by the Mortgagesapplicable modifications. (b) Borrowers The Issuer shall use commercially reasonable efforts to deliver to Lenderthe Trustee promptly following upon the Trustee’s request at the direction of the Required Holders, within ten (10) days after estoppel certificates from any request by Lender, an estoppel certificate from each Tenant tenants or other counterparties under any Lease; provided that such certificate may material Property Documents with respect to any Properties, which shall be in form and substance reasonably satisfactory to Trustee, at the form required under such Leasedirection of the Required Holders; and provided, furtherso long as no Event of Default exists, that Borrowers the Issuer shall not be required to deliver any such estoppel certificates more frequently than two (2) times per Property in any calendar year. (c) Borrowers shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any request by Lender, estoppel certificates from each party under any REA designated by Lender; provided that such certificates may be in the form required under the applicable REA, and provided further that Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs).

Estoppel Statements. (a) Borrowers shall furnish to Lender, within five (5) Business Days after any request by Lender (but no more than two times in any calendar year), a statement, duly acknowledged and certified, stating (i) the Outstanding Principal Balance of the Note, (ii) the Interest Rate, (iii) the date installments of interest and/or principal were last paid, (iv) any alleged offsets or defenses to the payment and performance of the Obligations, if any, (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts to deliver to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, further, that Borrowers shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Borrowers shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any request by Lender, estoppel certificates from each party under any REA designated by Lender; provided that such certificates may be in the form required under the applicable REA, and provided further that Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs).. Pool 2

Estoppel Statements. (a) Borrowers shall furnish to Lender, within five Within ten (510) Business Days after any a request by Lender (but no more than two times Lender, Borrower shall furnish an acknowledged written statement in any calendar year)form satisfactory to Lender, a statementcertified to the Certification Parties, duly acknowledged and certified, stating (i) setting forth the Outstanding Principal Balance amount of the NoteLoan and the interest rate, (ii) stating either that no offsets or defenses exist against the Interest RateLoan, or if any offsets or defenses are alleged to exist, their nature and extent, (iii) whether any default then exists under the date installments Loan Documents or the Environmental Indemnity or any event has occurred and is continuing that with the lapse of interest and/or principal were last paidtime, the giving of notice, or both, would constitute such a default, and (iv) any alleged offsets or defenses other matters as Lender may reasonably request. If Borrower does not furnish an estoppel certificate within the 10 Business Day period, Borrower appoints Lender as its attorney-in-fact to execute and deliver the payment certificate on its behalf, which power of attorney shall be coupled with an interest and performance of the Obligations, if any, (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification, (vi) whether any written notice of a Default or Event of Default is then outstanding, and (vii) a list of the Properties then encumbered by the Mortgagesshall be irrevocable. (b) Borrowers Borrower shall use commercially reasonable efforts to deliver to Lender, within ten (10) days after any request by Lenderupon request, an estoppel certificate certificates from each Tenant party under any Leasethe REA; provided that such certificate certificates may be in the form required under such Leasethe REA; and provided, further, that Borrowers Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year. (c) Borrowers . Borrower shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any request by Lender, estoppel certificates from each party under any REA designated by Lender; provided endeavor that such certificates may shall be in certified to the form required under the applicable REA, and provided further that Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs)Certification Parties.

Estoppel Statements. (am) Borrowers Upon the request of the Trustee at the direction of the Required Holders, the Issuer shall (and shall cause each PropCo to), within ten (10) days, furnish to Lender, within five (5) Business Days after any request by Lender (but no more than two times in any calendar year), the Trustee a statement, duly acknowledged and certified, stating setting forth (i) the Aggregate Outstanding Principal Balance of the NoteAmount, (ii) then current interest rate on each applicable Note in accordance with Section 4.1 and the Interest Rateapplicable provisions of such Note, (iii) the date as of which installments of interest and/or principal hereunder were last paid, (iv) any alleged offsets or defenses to the payment of any Obligations claimed by the Issuer, and performance of the Obligations, if any, (v) that the Note, this Agreement Indenture, the Security Instrument and the other Loan Note Documents are valid, legal and binding obligations of the applicable Obligor Parties and have not been modified or or, if the same have been modified, giving particulars describing the applicable modifications. (n) The Issuer shall deliver to the Trustee promptly following upon the Trustee’s request at the direction of such modificationthe Required Holders, (vi) whether estoppel certificates from any written notice tenants or other counterparties under any material Property Documents with respect to any Properties, which shall be in form and substance reasonably satisfactory to Trustee, at the direction of a Default or the Required Holders; provided, however, that, so long as no Event of Default is then outstandingexists, and (vii) a list of the Properties then encumbered by the Mortgages. (b) Borrowers shall use commercially reasonable efforts to deliver to Lender, within ten (10) days after any request by Lender, an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; and provided, further, that Borrowers Issuer shall not be required to deliver any such estoppel certificates more frequently than two (2) times per Property in any calendar year. (c) Borrowers shall use commercially reasonable efforts to deliver to Lender, within thirty (30) days after any request by Lender, estoppel certificates from each party under any REA designated by Lender; provided that such certificates may be in the form required under the applicable REA, and provided further that Borrowers shall not be required to deliver such certificates with respect to any particular REA more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs).