Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.
Appears in 5 contracts
Sources: Agreement of Sale (Brandywine Realty Trust), Agreement of Sale (Brandywine Realty Trust), Agreement of Sale (Brandywine Realty Trust)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightTo Borrower’s Knowledge, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and Rent Roll or in the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated title report delivered to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawLender. Except as set forth on Exhibit "D"the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 5 contracts
Sources: Loan Agreement (Hines Global REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right(a) The Company has made available to Parent and Merger Sub a true, title or interest in any portion correct and complete copy of the Premises leases, subleases, assignments, modification agreements, easements, licenses and other than occupancy agreements relating to the leases Leased Spaces to which the Company or any Affiliate of the Company (or any predecessor in interest thereto) is a party (the "“Facility Leases"”) listed on in Schedule 7.25(a) (which Facility Leases comprise all of the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Contracts inclusive of any amendments, addenda and/or supplements relating to (i) each tenant real property and/or immovable property to which the Company is a party is a party and (ii) the Leased Spaces to which any Affiliate of the PremisesCompany is a party). The Company has made available to Parent and Merger Sub a true, correct and complete copy of any guarantees or other security agreements for the Facility Leases (the “Facility Guarantees”) listed in Schedule 7.25(a) (which Facility Guarantees comprise all of the guarantees and security agreements relating to real property and/or immovable property related to the Facility Leases).
(b) Schedule 7.25(b) sets forth (i) the name and address of the lessor or sublessor, as applicable, under the Facility Leases, (ii) the date street address of that tenant's leasethe premises leased thereunder (the “Leased Spaces”), (iii) the expiration date of that tenant's leasesquare footage for the Leased Spaces, (iv) the annual commencement and monthly minimum rental chargetermination dates of such Facility Leases and the rent commencement date for such Facility Leases, (v) the (A) current fixed rent, percentage rent, if any (along with the applicable breakpoint), and all other charges currently payable under the Facility Leases, including, without limitation, tenant's ’s proportionate share of building operating costs common area maintenance charges, utility payments, promotional fees, real estate taxes and insurance charges and (B) future fixed rent and percentage rent, if any (along with the applicable breakpoint), including during any options to renew, (vi) the security posted thereunder (including, without limitation, taxes) and any and all costscash deposits, expenses and other charges payable by the tenant under the Leaseletters of credit and/or bonds), (vvii) arrearagesall options to renew, if any, and whether (viii) a description of and reference to lessor’s or sublessor’s rights to terminate or not renew such Facility Leases for any reason other than “tenant’s default”, casualty, condemnation or bankruptcy.
(c) With respect to each such Facility Lease, except as may otherwise be set forth on Schedule 7.25(c):
(i) The Facility Leases are legal, valid, binding and enforceable against the latest rent Company, and to the knowledge of the Company, enforceable against the lessors and any sublessors thereunder in accordance with its terms;
(ii) All rentals or other monies due or required to be paid thereunder, including without limitation, all fixed and/or base rent, percentage rent, common area maintenance charges and all other fees, expenses and other items of additional rental, have been paid in full and will have been paid in full through the Closing Date;
(iii) No portion of the security deposit has been paidused or offset by the lessors or sublessors under the Facility Leases;
(iv) There are no assessments or other charges, ordinary or extraordinary, currently assessed or, to the knowledge of the Company, threatened by any lessors, sublessors, governmental authorities or other third parties against the Leased Space and, to the knowledge of the Company, there is no state of facts that will (or are likely to) cause an increase in the rentals listed in Schedule 7.25(b);
(v) Subject to obtaining the Landlord Consent as set forth on Schedule 7.02, all necessary consents required under the Facility Leases as a result of the transaction contemplated hereby have been or will be obtained and the Facility Leases will continue to be legal, valid, binding and enforceable as written, against the lessors or sublessors following the Closing;
(vi) Subject to obtaining the amount Landlord Consent as set forth on Schedule 7.02 following the Closing, (x) the lessors or sublessors under the Facility Leases shall not be entitled to any recapture or other termination rights, (y) the lessors or sublessors shall not be entitled to any increase in the current rental under any Facility Lease, and (z) no options to renew, exclusivity or use preferences or abatements shall be voided or otherwise terminated and no other rights of prepaid rentthe “tenant” shall be affected or obligations of “tenant” increased, if any, in each case as a result of the transactions contemplated hereby;
(vii) To the amount Company’s knowledge, no lessors or description any sublessors under the Facility Leases are cancelling or terminating the Facility Leases (or, to the Company’s knowledge, intend to cancel or terminate such Facility Leases) or are exercising (or intend to exercise) any option to cancel or terminate thereunder;
(a) Neither the Company nor, to the knowledge of the Company, any lessors or sublessors under the Facility Leases is in breach or default thereunder and, to the knowledge of the Company, there has been no such breach or default thereunder with the last eighteen (18) months, and (b) no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder;
(ix) Neither the Company nor, to the Company’s knowledge, any lessor under the Facility Leases has a claim against the other, and no offset or defense to enforcement of any concessionsof the terms of the Facility Leases exists;
(x) To the Company’s knowledge, allowancesno mortgagee, rebatesover-lessor, refundsground-lessor or other superior interest holder for the Leased Space or the buildings and/or lands on which the same are situated (“Superior Interest Holder”) is foreclosing on its interest (or, escrow to the Company’s knowledge, intends to foreclose on its interest) and, in connection therewith or security deposits otherwise, is cancelling or terminating (or, to the Company’s knowledge, intends to cancel or terminate) the Facility Leases, and the Company has not been made a party to a foreclosure actions (or received a notice that it may be made a party to a foreclosure action) involving the Facility Leases or its interest in the Leased Space;
(xi) Neither the Company nor, to the knowledge of the Company, any lessors or sublessors under the Facility Leases is in breach or default under any Contract with a Superior Interest Holder, and no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder;
(xii) To the Company’s knowledge, no Actions (voluntary or involuntary) are pending against Landlord under the bankruptcy laws of the United States or any state thereof;
(xiii) Neither the Company nor, to knowledge of the Company, any lessors or sublessors of the Facility Leases has repudiated any provision thereof;
(xiv) To the Company’s knowledge, there are no easements, restrictions or other agreements (whether or not of record) which interfere (or could interfere) with the use of the Leased Spaces for the purposes permitted under the Facility Leases (whether or not such agreements easements, restrictions or other agreements are referenced in such Facility Leases);
(xv) The Company has complied with all maintenance obligations in accordance with the terms of the respective Facility Leases including, without limitation, the roof, plumbing, gasoline pumps, lines and equipment, gasoline tanks, electrical systems located thereon and the same are in good repair;
(xvi) The Company has not received any noise, vibration or nuisance complaints from any party (including from any lessors or sublessors, any other commercial or residential tenants or any community boards) with respect to any activity going on in or about the Leased Spaces within the last twenty-four (24) months;
(xvii) The Company has not made any noise, vibration or nuisance complaints against any party (including any lessors or sublessors or any other commercial or residential tenants) with respect to any activity going on in the proximity of the Leased Space and there are no state of facts which the Company is aware that is (or is likely to) materially interfere with business operations in the Leased Spaces;
(xviii) The Company’s possession and quiet enjoyment of the Leased Space is not currently being disturbed;
(xix) Except as otherwise set forth in the Facility Leases, there are no refurbishments, renovations or other upgrades required to be performed by Tenant under any of the tenant under said tenant's Lease; (viii) Facility Leases at any time during the term thereof, including any options to renew, extendand the Company has not received any written requests from any lessors or sublessors to refurbish, purchase, cancel renovate or terminate; otherwise upgrade the Leased Spaces;
(ixxx) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults The Company has not received notice of any kind pending or nature whatsoever. Seller has threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the sole right to collect rents under Facility Leases that would adversely affect the Leasescurrent use, and neither such right nor any occupancy or value of the Leases Facility Leases;
(xxi) The Company has been not assigned, pledged, hypothecated transferred or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession conveyed any interest in the normal courseleasehold and is not aware of any such assignment, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date transfer or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsconveyance.
Appears in 4 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Borrower has delivered (i) each tenant a true, correct and complete schedule (the “Rent Roll”) of all Leases affecting the Property as of the Premisesdate hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, correct and complete copies of all Leases described in the Rent Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property. No Tenant under any Lease has, as of the date of that tenant's leasehereof, paid rent more than thirty (iii30) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if anydays in advance, and whether the latest rent due has rents under such Leases have not been paidwaived, (vi) the amount of prepaid rentreleased, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow otherwise discharged or compromised. All security deposits made required under such Leases have been fully funded and are held by the tenant Borrower as permitted by applicable law. All work to be performed by Borrower under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assignedsubstantially performed, pledged, hypothecated or otherwise encumbered all contributions to be made by Seller except as additional collateral for Borrower to the existing mortgage upon Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the Premises which shall be satisfied at or before Closingdemised premises. To the best of Seller's knowledgeBorrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the Leases is valid and subsisting and in full force and effect, right to obtain a lien or encumbrance upon the tenant is in actual possession in Property superior to the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as lien of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsMortgage.
Appears in 4 contracts
Sources: Mortgage, Security Agreement and Fixture Filing (Mack Cali Realty Corp), Mortgage, Security Agreement and Fixture Filing (Mack Cali Realty Corp), Mortgage, Security Agreement and Fixture Filing (Mack Cali Realty Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit Schedule 8 (the "DRENT ROLL". Exhibit "D" identifies (i) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 4 contracts
Sources: Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc)
Leases. There are no oral or written leases or rights of With respect to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy or grants or claims of right, title or interest agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in any portion of the Premises other than the leases Prospectus (the "Leases") listed on is accurate in all material respects. The Entity that owns fee or leasehold title to the rent roll attached hereto as Exhibit underlying Property (the "DHolder". Exhibit "D" identifies (i) each tenant holds the lessor's interest under such Leases; a true and complete copy of all such Leases have been made available to the PremisesOperating Partnership; to Contributors' Knowledge, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in actual possession default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the normal courseLeases, and the rents as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in Exhibit "D" are the actual rents, income Lease with such tenant and charges being collected by Seller no tenant under the Leases. Any tenant improvements which Seller is obligated to complete pursuant any such Lease claims a right to any Lease has been completed as of this date or shall be completed as of Closingthe foregoing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment of the Holder's rights under any Lease is in effect on Exhibit "D"the date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the Premises lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases has, and shall not at Closing have, prepaid is presently the subject of any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned voluntary or applied to charges against the tenantsinvoluntary bankruptcy or insolvency proceedings.
Appears in 3 contracts
Sources: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)
Leases. There are no oral (A) Each Debtor shall remain liable as lessor under its Leases to perform all the obligations assumed by each Debtor thereunder. The obligations of each Debtor under the Leases may be performed by Secured Party or written leases or rights of occupancy or grants or claims of right, title or interest in any portion subsequent assignee of the Premises other than the leases Secured Party (the "LeasesSubsequent Secured Party") listed on without releasing any Debtor therefrom. The Secured Party or any Subsequent Secured Party shall have no liability or obligation under the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Leases by reason of this Agreement and shall not, by reason of this Agreement, be obligated to perform any of the obligations of any Debtor under any Leases or to file any claim or take any other action to collect or enforce any payment assigned hereunder.
(B) Each Debtor hereby agrees (i) to perform duly and punctually each tenant of the Premisesterms, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual conditions and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under covenants contained in the Leases, and neither (ii) subject to such Debtor's business judgment and reasonable commercial practice, to exercise promptly and diligently each and every right nor any of it may have under the Leases.
(C) Each Debtor does hereby warrant and represent that all Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effect and that no Debtor has assigned or pledged, and hereby covenants that no Debtor will assign or pledge, so long as this Agreement shall remain in effect, the tenant is whole or any part of the rights hereby assigned, to anyone other than the Secured Party.
(D) Each Debtor does hereby warrant and represent that for each Lease with an original equipment cost in actual possession excess of $50,000, it has taken all possible action to protect its first-priority security interest in such leased property, which may include filing UCC or other financing statements (listing the normal courseapplicable Debtor as the secured party, the lessee as debtor, and such leased property as collateral) in such locations as would be required by applicable law (if such Debtor were a secured party and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller lessee were a debtor) under the LeasesUCC or other applicable statute or regulation, which is assignable to the Secured Party. Any tenant improvements which Seller is obligated If any Debtor assumes a pre-existing Lease, such Debtor shall use its best efforts to complete pursuant comply with this ss. 3(D) to any Lease has been completed as the extent permitted under such Lease.
(E) Subject to the provisions of this date or shall be completed as of ClosingAgreement, and until the occurrence of an Event of Default and upon demand by the Secured Party, a Debtor may exercise all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant the rights and enjoy all the benefits of the Premises lessor under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsits Leases.
Appears in 3 contracts
Sources: Credit Agreement (Eplus Inc), Credit Agreement (Eplus Inc), Credit Agreement (Eplus Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit Schedule 8 (the "DRENT ROLL". Exhibit "D" identifies (i) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll or tenant estoppel certificates delivered to Lender prior to the date hereof: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower's best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrower is the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrower's best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc)
Leases. There are no oral or written leases or rights True, correct and complete copies of occupancy or grants or claims of right, title or interest in any portion all of the Premises other than leases of the leases Royale Properties and any amendments thereto (collectively, the "Royale Leases") listed on ), have been delivered to the rent roll attached H/SIC General Partners. Attached hereto as Exhibit "D". Exhibit "DRoyale Leases" identifies (i) each tenant is a description of all of the Premises, Royale Leases and a current rent schedule (ii"Royale Rent Schedule") the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under covering the Leases, which is true and neither such right nor correct in all material respects. There are no leases or tenancies of any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession space in the normal course, and the rents Property other than those set forth in Exhibit "DRoyale Leases" are the actual rentsor, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to Royale's knowledge, any Lease has been completed as of this date subleases or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or subtenancies unless otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) monthnoted therein. Except as otherwise set forth on in Exhibit "DRoyale Leases" or elsewhere in this Agreement:
(i) The Royale Leases are in full force and effect and constitute a legal, valid and binding obligation of the respective tenants;
(ii) No tenant has an option to purchase the Royale Properties or any portion thereof, except as otherwise set forth in Exhibit "Royale Purchase Options";
(iii) No renewal or expansion options have been granted to the tenants, except as provided in the Royale Leases;
(iv) To Royale's knowledge, Royale is not in material default under any of the Leases;
(v) The rents set forth on the Royale Rent Schedule are being collected on a current basis and there are no arrearages in excess of one month, except as indicated in Exhibit "Royale Leases" hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance;
(vi) Royale has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and to Royale's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit "Royale Leases";
(vii) No action or proceeding instituted against Royale by any tenant is presently pending in any court; and
(viii) There are no security deposits by tenants have heretofore been returned or applied to charges against the tenantsother than those set forth in Exhibit "Royale Leases".
Appears in 2 contracts
Sources: Formation/Contribution Agreement (Shidler Jay H), Formation/Contribution Agreement (Royale Investments Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies The Mortgagor represents and warrants that:
(i) each tenant of the Leases identified on Schedule D attached hereto are the only Leases in existence on the date hereof with respect to the Premises and Leased Premises, ;
(ii) true copies of such Leases have been previously delivered to the date of that tenant's lease, Mortgagee and there are no agreements with any Tenant under such Leases other than those agreements expressly set forth therein;
(iii) it is the expiration date sole owner of that tenantall of the Mortgagor's lease, Interest in such Leases;
(iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the such Leases is valid and subsisting and in full force and effect, constitutes a legal, valid and binding obligation of the tenant is in actual possession in Mortgagor and the normal courseapplicable Tenant thereunder, and is enforceable against the rents set forth in Exhibit "D" are the actual rents, income Mortgagor and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued such Tenant in accordance with law. Except its terms except as set forth on Exhibit "D"enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability or by other laws and regulations of non-U.S. jurisdictions;
(v) to the best of Mortgagor's knowledge, there is no tenant of the Premises default under any of such material Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such Leases has, and shall not at Closing have, prepaid any rent under any have been paid in full through the date hereof;
(vii) none of the Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Mortgagee pursuant to the provisions hereof;
(viii) none of the Rents (other than any security deposit collected in accordance with the provisions of the applicable Lease and other than with respect to that certain Thermal Energy Services Agreement dated September 27, 1996 by and between Atlantic Jersey Thermal Systems, Inc. and Mortgagor have been collected for more than one (1) month. Except as otherwise set forth on Exhibit "D"month in advance;
(ix) to the best of Mortgagor's knowledge, there exists no security deposits by tenants have heretofore been returned offsets or applied defenses to charges against the tenantspayment of any portion of the Rents and the Mortgagor owes no monetary obligation to any Tenant under any such Lease;
(x) it has received no notice from any Tenant challenging the validity or enforceability of any such Lease;
(xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such Lease is subordinate to this Mortgage either pursuant to its terms or pursuant to a recordable Subordination Agreement.
Appears in 2 contracts
Sources: Second Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Trump Indiana Inc), First Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Trump Indiana Inc)
Leases. There The rent rolls attached hereto as Schedule I are true, complete and correct and no oral or written leases or rights Property is subject to any Leases other than the Leases described in Schedule I. Borrowers are the owners and lessors of occupancy or grants or claims of right, title or landlord’s interest in the Leases. No Person has any possessory interest in any portion Property or right to occupy the same except under and pursuant to the provisions of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D"the rent rolls attached hereto as Schedule I: (i) the Leases are in full force and effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no tenant conditions that, with the passage of time or the Premises under any giving of notice, or both, would constitute defaults thereunder, (ii) the copies of the Leases hasdelivered to Lender are true and complete, and shall not at Closing havethere are no oral agreements with respect thereto, prepaid any rent under any of the Leases for (iii) no Rent (excluding security deposits) has been paid more than one (1) month. Except month in advance of its due date, (iv) all work to be performed by any Borrower under any Lease has been performed as otherwise set forth on Exhibit "D"required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrowers have delivered to Lender a true, correct and complete list of all security deposits made by Tenants at any Property which have not been applied (including accrued interest thereon), all of which are held by Borrowers in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of any Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (xi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, (xii) no Tenant under any Lease has any right or option for additional space in the Improvements and (xiii) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no security deposits by tenants have heretofore such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. There has been returned no prior sale, transfer or applied to charges against assignment, hypothecation or pledge of any Lease or of the tenantsRents received therein which is still in effect.
Appears in 2 contracts
Sources: Loan Agreement (Generation Income Properties, Inc.), Loan Agreement (Generation Income Properties, Inc.)
Leases. There Borrower represents and warrants to Agent with respect to the Leases that, except as disclosed (x) in any Tenant estoppel certificate addressed and delivered to Agent and Lenders prior to the Closing Date, or (y) on Schedule 3.1.22 hereto: (a) the rent roll attached hereto as Schedule I is true, complete and correct in all material respects, the Property is not subject to any Leases other than the Leases described in Schedule I, and no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases, (b)(i) the Leases identified on Schedule I are in full force and effect, (ii) to the best of Borrower’s knowledge, there are no defaults thereunder by the applicable Tenant, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default by a Tenant thereunder, (iii) to Borrower’s knowledge, there are no defaults thereunder by Borrower, as landlord, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default by Borrower, as landlord, thereunder, and (iv) to Borrower’s knowledge, no Tenant is subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (c) the copies of the Leases delivered to Agent are true and complete in all material respects, and there are no oral agreements with respect thereto, (d) no Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by Borrower under each Lease as of the date hereof has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or written leases other payments, credits, allowances or rights abatements required to be given by Borrower to any Tenant as of the date hereof has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under their Leases, (i) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, (j) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the Improvements of which the leased premises are a part, (k) except as previously disclosed in writing to Agent, each Tenant at the Property is in physical occupancy or grants or claims of the premises demised under its Lease and has not sublet any portion thereof to any Person, and (l) no Person other than the Borrower and the applicable Tenant have any right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller and Rents except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid rights and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated Liens granted to complete Agent pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsLoan Documents.
Appears in 2 contracts
Sources: Loan Agreement (Black Creek Diversified Property Fund Inc.), Loan Agreement (Black Creek Diversified Property Fund Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Borrower represents and warrants to Lender with respect to the Premises other than the leases Leases that: (the "Leases"a) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of Schedule I is true, complete and correct in all material respects and the PremisesProperty is not subject to any Leases other than the Leases described in Schedule I, (iib) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and identified on Schedule I are in full force and effecteffect and there are no defaults under any Major Leases by either party, the tenant is in actual possession (c) there are no defaults under any non-Major Leases by either party that, individually or in the normal courseaggregate, and could be reasonably expected to have a Material Adverse Effect, (d) the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any copies of the Leases hasdelivered to Lender are true and complete, and shall not at Closing havethere are no oral agreements with respect thereto, prepaid any rent under any of the Leases for (e) no Rent (including security deposits) has been paid more than one (1) month. Except month in advance of its due date (other than security deposits, percentage rents, escalation and estimated payments of taxes, insurance premiums and operating expenses payable by Tenants pursuant to the terms and provisions of their respective Leases), (f) all work to be performed by Borrower under each Lease has been performed as otherwise set forth on Exhibit "D"required and has been accepted by the applicable Tenant, no (g) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (h) all security deposits by tenants have heretofore been returned and each Tenant Letter of Credit are being held in accordance with applicable Legal Requirements, (i) neither the landlord nor any Tenant is in default under any of the Leases; (j) Borrower has no knowledge of any notice of termination or applied default with respect to charges against any Lease; (k) Borrower has not assigned or pledged any of the tenantsLeases, the rents, any Tenant Letter of Credit, or any interests therein except to Lender; (l) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (n) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (p) as of the Closing Date, the only Tenant Letters of Credit are those described in Schedule VIII attached hereto. The term “Lease” as used in this Section 3.1.22 shall be limited to tenant leases and does not include subleases, licenses, concession agreements or other agreements otherwise included in the definition of the term “Lease” contained in Section 1.1 hereof.
Appears in 2 contracts
Sources: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (Maguire Properties Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightTo Borrower’s Knowledge, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 2 (ithe “Rent Roll”) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and Rent Roll or in the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated title report delivered to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawLender. Except as set forth on Exhibit "D"the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 of the Senior Loan Agreement; (viii) Owner is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Owner and the applicable tenant thereunder; and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Senior Lender in accordance with the Senior Loan Documents, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Leases. There To Borrower’s knowledge, the Properties are not subject to any Leases other than (a) the Leases described in Schedule XIV attached hereto and made a part hereof and (b) Leases of less than 5,000 square feet. Operating Lessee is the owner and lessor of landlord’s interest in the Leases. To Borrower’s knowledge (i) with the exception of hotel guests, no oral or written leases or rights of occupancy or grants or claims of right, title or Person has any possessory interest in any portion Individual Property or right to occupy the same except under and pursuant to the provisions of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the current Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease (iii) no Rent (including security deposits) has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) monthmonth in advance of its due date and (iv) all work to be performed by Mortgage Borrower or Operating Lessee under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower and/or Operating Lessee to any tenant has already been received by such tenant. Except as otherwise set forth on Exhibit "D"To Borrower’s knowledge (A) except for those tenants listed in Schedule XIV, no security deposits tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part and (B) no Hazardous Substances have been disposed, stored or treated by tenants any tenant under any Lease on or about the leased premises nor does Borrower have heretofore been returned any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or applied to charges against indirectly, involves the tenantsuse, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (BRE Select Hotels Corp), Mezzanine Loan Agreement (BRE Select Hotels Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases"a) listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies 3.1(xviii)(a) and incorporated herein by this reference (ihereinafter referred to as the “Rent Roll”) each tenant is true, complete, and correct with respect to the Leases in effect with respect to the Mortgaged Premises as of the Premises, (ii) Closing Date. The Borrower hereby further certifies to the Administrative Agent and the Lenders that there are no other Leases affecting the Mortgaged Premises as of the date of that tenant's lease, this Agreement except as set forth on the Rent Roll.
(iiib) The liability of the expiration date Borrower for the return of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or tenants’ security deposits made by and interest shown on the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under Rent Roll is accurately set forth in the Leases, and neither such right nor any .
(c) Each of the Leases has been assignedfor the Mortgaged Premises submitted by the Borrower to the Administrative Agent is true, pledgedcomplete, hypothecated and correct, there are no amendments or otherwise encumbered by Seller modifications thereto except as additional collateral for previously delivered to the existing mortgage upon Administrative Agent, and such Leases constitute all of the Premises Leases which shall be satisfied at cover all or before Closing. To any portion of the best of Seller's knowledgeMortgaged Premises.
(d) Except as set forth in Exhibit 3.1(xviii)(d) attached hereto and made a part hereof, each of the Leases for the Mortgaged Premises is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant no default with respect to any Lease has been completed declared by any party thereto and the Borrower has no knowledge of any facts or circumstances which it might reasonably believe would give rise to a default by any party thereto.
(e) Except as expressly set forth on the Rent Roll with respect to the Mortgaged Premises, each tenant under the Leases is in occupancy as of this date or shall be completed as of Closingthe Closing Date, and all costs for completed work is paying rent on a current basis with no right to any rental offsets or claims, and no rent has been or shall be paid by Seller. The amount prepaid other than as permitted under the terms of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. the applicable Lease.
(f) Except as set forth and shown on Exhibit "D"3.1(xviii)(f) attached hereto and made a part hereof, the Borrower has received no requests for any concessions from, or granted any concessions to, any tenant of the Mortgaged Premises under any of within the Leases has, and shall not at thirty (30) day period immediately preceding the Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsDate.
Appears in 2 contracts
Sources: Loan Agreement (Stratus Properties Inc), Loan Agreement (Stratus Properties Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant of is true, complete and correct in all material respects and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Borrower has not entered into any and all costs, expenses and leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D", no tenant of the Premises Rent Roll or otherwise disclosed to Lender in writing: (i) each Lease is in full force and effect; (ii) the tenants under any of the Leases hashave accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and shall not at Closing havethere are no offsets, prepaid any rent claims or defenses to the enforcement thereof; (iii) all rents due and payable under any of the Leases for more than one have been paid (1) month. Except except as otherwise set forth on Exhibit "D"Schedule 4.16) and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.7; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Major Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. Neither the Leases nor the Rents have been assigned or pledged by Borrowers except to Lender, and no other Person has any interest therein except the tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Inland Real Estate Income Trust, Inc.), Loan Agreement (Inland Real Estate Income Trust, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion The Mortgagor represents and warrants that as of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies date hereof:
(i) each tenant of the Leases identified in Schedule C attached hereto are the only Leases in existence on the date hereof relating to the Premises, ;
(ii) true copies of such Leases have been previously delivered to the date of that tenant's lease, Mortgagee and there are no agreements with any Tenant under such Leases other than those agreements expressly set forth therein;
(iii) the expiration date Mortgagor is the sole owner of that tenant's lease, all of the Mortgagor’s Interest in such Leases;
(iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the such Leases is valid and subsisting and in full force and effect, constitutes a legal, valid and binding obligation of the tenant is in actual possession in Mortgagor and the normal courseapplicable Tenant thereunder, and is enforceable against the rents set forth in Exhibit "D" are the actual rents, income Mortgagor and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued such Tenant in accordance with law. Except its terms, except as set forth on Exhibit "D"enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;
(v) there is no tenant of the Premises default under any of such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such Leases has, and shall not at Closing have, prepaid any rent under any have been paid in full;
(vii) none of the Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Mortgagee pursuant to the provisions hereof;
(viii) none of the Rents (other than any security deposit collected in accordance with the provisions of the applicable Lease) have been collected for more than one (1) month. Except as otherwise set forth on Exhibit "D"month in advance;
(ix) there exist no offsets or defenses to the payment of any portion of the Rents and the Mortgagor owes no monetary obligation to any Tenant under any such Lease;
(x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of any such Lease;
(xi) no such Lease contains any option to purchase, no security deposits by tenants have heretofore been returned right of first refusal to purchase, right of first refusal to relet, or applied any other similar provision; and
(xii) each such Lease is subordinate to charges against the tenantsthis Mortgage either pursuant to its terms or pursuant to a recordable Subordination Agreement.
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Jacobs Entertainment Inc), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Jacobs Entertainment Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule II (ithe “Rent Roll”) each tenant is true, complete and correct in all material respects as of the Premises, (ii) date hereof and the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"(x) the Rent Roll, or (y) the tenant estoppels, accounts receivable schedule, “dark space” summary reports, subtenant summary reports, or security deposit reports actually delivered to Lender in writing by Borrower prior to the Closing Date: (a) each Lease is in full force and effect; (b) the Tenants under the Leases have accepted possession of and are in occupancy (and have not exercised any right of “going dark” under the applicable Lease) of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no tenant offsets, claims or defenses to the enforcement thereof; (c) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (d) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (e) no Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (f) to Borrower’s knowledge, there is no present material default by the Tenant under any Lease; (g) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 5.1.21; (h) Borrower is the sole owner of the entire lessor’s interest in each Lease; (i) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder; (j) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (k) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsTenants thereunder.
Appears in 2 contracts
Sources: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Leases. There are no oral or written leases or rights Each Entity that owns fee title to the underlying Property (the "Holder") holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases such Property (the "Leases") listed on ). A true and complete copy of all Leases have been made available to the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's LeaseAcquirer; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of SellerA&O's knowledge, each of the such Leases is valid and subsisting and are in full force and effect, except as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to A&O's knowledge, except as set forth in Section 2.2(j) of the Disclosure Schedule, no tenant is in actual possession default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the applicable Holder; rent is being billed to the tenants in accordance with the normal courseLeases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the rents foregoing, except as set forth in Exhibit "D" are Section 2.2(j) of the actual rentsDisclosure Schedule; the Holder has received no written notice that any tenant under any such Lease contests any rent or other charges billed to it, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except except as set forth in Section 2.2(j) of the Disclosure Schedule; no assignment of the Holder's rights under any Lease is in effect on Exhibit "D"the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To A&O's knowledge, all material obligations of the Premises lessor under any of the Leases has, and shall not at Closing have, prepaid any rent under any of that have accrued to the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants date hereof have heretofore been returned performed or applied to charges against the tenantssatisfied.
Appears in 2 contracts
Sources: Contribution Agreement (Education Realty Trust, Inc.), Contribution Agreement (Education Realty Trust, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion The Grantor represents and warrants that as of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies date hereof:
(i) each tenant of the Leases identified in Schedule C attached hereto are the only Leases in existence on the date hereof relating to the Premises, ;
(ii) true copies of such Leases have been previously delivered to the date of that tenant's lease, Beneficiary and there are no agreements with any Tenant under such Leases other than those agreements expressly set forth therein;
(iii) the expiration date Grantor is the sole owner of that tenantall of the Grantor's lease, Interest in such Leases;
(iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the such Leases is valid and subsisting and in full force and effect, constitutes a legal, valid and binding obligation of the tenant is in actual possession in Grantor and the normal courseapplicable Tenant thereunder, and is enforceable against the rents set forth in Exhibit "D" are the actual rents, income Grantor and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued such Tenant in accordance with law. Except its terms, except as set forth on Exhibit "D"enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability;
(v) there is no tenant of the Premises default under any of such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such Leases has, and shall not at Closing have, prepaid any rent under any have been paid in full;
(vii) none of the Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Beneficiary pursuant to the provisions hereof;
(viii) none of the Rents (other than any security deposit collected in accordance with the provisions of the applicable Lease) have been collected for more than one (1) month. Except as otherwise set forth on Exhibit "D"month in advance;
(ix) there exists no offsets or defenses to the payment of any portion of the Rents and the Grantor owes no monetary obligation to any Tenant under any such Lease;
(x) the Grantor has received no notice from any Tenant challenging the validity or enforceability of any such Lease; and
(xi) no such Lease contains any option to purchase, no security deposits by tenants have heretofore been returned right of first refusal to purchase, right of first refusal to relet, or applied any other similar provision; and
(xii) each such Lease is subordinate to charges against the tenantsthis Deed of Trust either pursuant to its terms or pursuant to a recordable Subordination Agreement.
Appears in 2 contracts
Sources: Credit Line Deed of Trust (Jacobs Entertainment Inc), Credit Line Deed of Trust (Jalou Cashs LLC)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightExcept as previously disclosed in writing to Lender, title or interest whether in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies for the Property delivered to and approved by Lender or otherwise, (ia) each tenant Borrower is the sole owner of the Premises, entire lessor's interest in the Leases; (iib) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is are valid and subsisting enforceable and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and ; (c) all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases hasare arms-length agreements with bona fide, and shall not at Closing have, prepaid any rent independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month. Except as otherwise month in advance (except a security deposit shall not be deemed rent collected in advance); (i) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (j) there exist no offsets or defenses to the payment of any portion of the Rents; (k) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases other than expressly set forth on Exhibit "D"in each Lease; (m) the Leases are valid and enforceable against Borrower and the tenants set forth therein; (n) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (o) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (p) each Lease is subordinate to this Security Instrument, either pursuant to its terms or a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to prudent institutional lenders, (r) all security deposits relating to the Leases reflected on the certified rent roll or other certification delivered to Lender have been collected by tenants have heretofore been returned Borrower; and (s) no brokerage commissions or applied to charges against the tenantsfinders fees are due and payable regarding any Lease.
Appears in 2 contracts
Sources: Open End Mortgage and Security Agreement (Associated Estates Realty Corp), Open End Mortgage and Security Agreement (Associated Estates Realty Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Borrower represents and warrants to Lender with respect to the Premises other than the leases Leases that: (the "Leases"a) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of Schedule 3.1.22 is true, correct and complete and the Premises, (ii) Property is not subject to any Leases other than the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Ionis Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vib) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Ionis Lease is valid and subsisting and in full force and effecteffect and there are no defaults thereunder by any party thereto and there are no conditions that, with the tenant is in actual possession in passage of time or the normal coursegiving of notice, and or both, would constitute defaults thereunder by any party thereto, (c) the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any copies of the Leases hasdelivered to Lender are true, correct and complete, and shall not at Closing havethere are no oral agreements with respect thereto, prepaid any rent under any of the Leases for (d) no Rent (including security or other deposits) has been paid more than one (1) month. Except month in advance of its due date, (e) all work to be performed by the landlord under each Lease has been performed as otherwise set forth on Exhibit "D"required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (i) Borrower has not assigned or pledged any of the Leases, the rents or any interest therein except to Lender, (j) no Tenant or other Person has an option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property, (k) no Tenant has any right or option for additional space in the Improvements, (l) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) to Borrower’s knowledge, no security deposits Hazardous Substances have been disposed, stored or treated by tenants any Tenant on, under or about the Property, other than in compliance with all Legal Requirements and Environmental Laws, (o) Borrower does not have heretofore been returned any knowledge of any Tenant’s intention to use its leased premises for any activity which, directly or applied indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, other than in compliance with all legal requirements and Environmental Laws, and (p) all existing Leases are subordinate to charges against the tenantsSecurity Instrument either pursuant to their terms or a recorded subordination agreement. Borrower acknowledges and agrees that the Ionis Lease is a “true lease” and does not represent a financing arrangement and Borrower covenants and agrees that it will reflect the Ionis Lease in all applicable books, records and reports in a manner consistent with true lease treatment.
Appears in 2 contracts
Sources: Loan Agreement (Ionis Pharmaceuticals Inc), Loan Agreement (Ionis Pharmaceuticals Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D"Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. Exhibit "D" identifies No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) each tenant Owner is the owner and holder of the Premises, landlord’s interest under each Lease; (ii) there are no prior assignments of the date landlord’s interest by Owner (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of that tenant's lease, Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the expiration Leases have been delivered by Borrower to Lender or made available to Lender and, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date of that tenant's lease, hereof; (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Lease is valid and subsisting and in full force and effect; (v) except as disclosed on the Rent Roll or in any tenant estoppels delivered to Senior Lender in connection with the Loan and which are dated within 60 days of the date hereof (collectively, the “Tenant Estoppels”), neither Owner nor, to Borrower’s knowledge, any tenant under any Lease is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises default under any of the Leases hasmaterial terms, and shall not at Closing havecovenants or provisions of the Lease, prepaid and, except as disclosed to Lender in writing or in any rent Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Leases Rents; and (vii) except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against month in advance of the tenantsdue dates thereof.
Appears in 2 contracts
Sources: Junior Mezzanine Loan Agreement (Maguire Properties Inc), Senior Mezzanine Loan Agreement (Maguire Properties Inc)
Leases. There To Borrower’s Actual Knowledge. the Properties are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in not subject to any portion of the Premises Leases other than the leases (the "Leases") listed on Leases described in Schedule 4.1.25 attached hereto and made a part hereof. Except as disclosed in the rent roll attached hereto and arrearages report for each Individual Property delivered to and approved by Lender, in the tenant estoppel letters delivered to Lender on or prior to the Closing Date, or in Schedule 4.1.25 annexed hereto, as Exhibit "D". Exhibit "D" identifies of the date hereof, (i) each tenant Mortgage Borrower is the sole owner of the Premises, entire lessor’s interest in the Leases; (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental chargeto Borrower’s Actual Knowledge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is are valid and subsisting enforceable and in full force and effect; (iii) to Borrower’s Actual Knowledge, all of the tenant Leases are arms-length agreements with bona fide, independent third parties; (iv) to Borrower’s Actual Knowledge, no party under any Lease is in actual possession default in the normal courseperformance of any of such party’s material obligations under such Lease beyond the expiration of any applicable grace or cure period; (v) to Borrower’s Actual Knowledge, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises Rents due under any of the Leases hashave been paid in full; (vi) to Borrower’s Actual Knowledge, Borrower has delivered or made available to Lender true and shall not at Closing have, prepaid any rent under any correct copies of all Major Leases including all amendments and modifications thereto; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated by Mortgage Borrower in favor of any party other than Mortgage Lender; (viii) none of the Rents have been collected by Mortgage Borrower or Manager for more than one (1) month in advance (except that a security deposit or prepayment of first month. Except as otherwise set forth ’s and last month’s rent shall not be deemed rent collected in advance); (ix) to Borrower’s Actual Knowledge, the premises demised under the Leases have been completed (other than with respect to tenant improvements that remain outstanding and for which Mortgage Lender has reserved funds under the Mortgage Loan Documents) and the tenants under the Leases have accepted the same and have taken possession of the same on Exhibit "D"a rent-paying basis; (x) no tenant under any of the Leases has asserted in writing to Borrower, no security deposits by tenants have heretofore been returned Mortgage Borrower or applied Manager any offset or defense to charges against the tenants.payment of any portion of the Rents;
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Archstone Smith Operating Trust), Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Leases. There are no oral The rent roll attached hereto as Schedule I is true, complete and correct and reflects the terms of any lease modifications, waivers or written leases or rights of occupancy or grants or claims of rightdeferrals agreed to by Borrower, title or interest in and the Property is not subject to any portion of the Premises Leases other than the leases (Leases described in Schedule I. Borrower is the "owner and lessor of landlord’s interest in the Leases") listed . No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as set forth on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule I: (i) each tenant the Leases are in full force and effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the Premisesgiving of notice, or both, would constitute defaults thereunder, (ii) the date copies of that tenant's leasethe Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) the expiration date no Rent (excluding security deposits) has been paid more than one (1) month in advance of that tenant's leaseits due date, (iv) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the annual applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and monthly minimum rental chargeare in actual occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Lease and any guarantor of such Tenant’s obligations is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, except PUREgraphite Tenant pursuant to the PUREgraphite Lease, (x) the Tenants under the Leases are open for business (other than PUREgraphite Tenant) and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises or has gone dark (or has noticed Borrower of its intent to go dark) in all or a material portion of its leased premises, (xi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, (xii) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, (xiii) no Tenant has informed Borrower or otherwise given notice (whether written or oral) that it intends to (or will seek to) “go dark”, vacate, cease to occupy or cease to conduct business in the ordinary course at its leased premises or any portion thereof, pursuant to any force majeure clause contained in its Lease or otherwise as a result of any pandemic, including, without limitation, the tenant's share COVID-19 pandemic, (xiv) no Tenant has directly or indirectly (A) asserted any defense against the payment of building operating costs any rent or other amounts under its Lease or the performance of any other obligations under its Lease, (B) sought or given notice (whether written or oral) that it intends to seek any relief or other concessions with respect to the payment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease or (C) made any other request for or otherwise given notice (whether written or oral) that it intends to seek any amendment, deferral, forbearance, waiver or other modification of any term or provision of its Lease, in any case, pursuant to any force majeure clause contained in its Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic and (xv) Borrower is not currently in discussions or negotiations (directly or indirectly) with any Tenant with respect to, and no Tenant has requested in writing, any material amendment or modification of the Lease (including, without limitation, taxes) and any and all costsreduction, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount deferral or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession waiver in the normal course, and rent or the rents set forth term thereof or in Exhibit "D" are the actual rents, income and charges being collected by Seller any other amounts due thereunder). No Tenant under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as a right or option pursuant to such Lease or otherwise to purchase all or any part of this date the leased premises or shall be completed as the building of Closing, and all costs for completed work which the leased premises are a part. There has been no prior sale, transfer or shall be paid by Seller. The amount assignment, hypothecation or pledge of each security deposit contains, where required by law any Lease or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises Rents received therein which is still in effect. All contingencies under any of the Leases has, and shall not at Closing have, prepaid any rent under any of PUREgraphite Lease to the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants effectiveness thereof have heretofore been returned or applied to charges against the tenantssatisfied.
Appears in 2 contracts
Sources: Loan Agreement (NOVONIX LTD), Loan Agreement (NOVONIX LTD)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit Schedule 3 (the "DRent Roll". Exhibit "D" identifies (i) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord O under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor's interest in each Lease; (ix) to the best of Borrower's knowledge, each Lease is the valid, binding and enforceable obligation of Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (xii) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xiii) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant under any Lease has already been received by such tenant; (xiv) no tenant under any Lease (or any sublease) is an Affiliate of Borrower; (xv) all tenants under the Leases are open for business and paying full, unabated rent; (xvi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (xvii) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant of the Premises holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (xviii) no tenant under any Lease has any right or option for additional space in the Improvements; and (xix) each tenant under a Material Lease is free from bankruptcy or reorganization proceedings. The copies of the Leases hasdelivered to Lender are true and complete, and shall not at Closing have, prepaid any rent under any there are no oral agreements with respect thereto. None of the Leases for more than one (1) monthcontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Except as otherwise set forth on Exhibit "D"Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no security deposits by other Person has any interest therein except the tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Medalist Diversified REIT, Inc.), Loan Agreement (Medalist Diversified REIT, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D"Schedule 3 (the “Rent Roll”) is, to Borrower’s knowledge, true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Exhibit "D" identifies To Borrower’s knowledge, except as set forth on the Rent Roll: (i) each tenant of the Premises, Lease is in full force and effect; (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant tenants under the LeaseLeases have accepted possession of and are in occupancy of all of their respective demised premises, (v) arrearages, if any, and whether have commenced the latest payment of rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral paid for any period more than thirty (30) days in advance; (iv) the existing mortgage upon rent payable under each Lease is the Premises which shall be satisfied at or before Closing. To the best amount of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents fixed rent set forth in Exhibit "D" are the actual rentsRent Roll, income and charges being collected there is no claim or basis for a claim by Seller the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as which remains outstanding, there are no defaults on the part of this date or shall be completed as of Closingthe landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except deposits under Leases are as set forth on Exhibit "D", no tenant the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the Premises entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder and (x) no Person has any possessory interest in, or right to occupy, the Property except under any the terms of the Lease. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Leases. There are no oral or written leases or rights With respect to the assignment of occupancy or grants or claims of rightLeases and Rents set forth in Article 7 below, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Mortgagor represents that (i) each tenant it has listed such Lease in the Schedule of Material Contracts attached to the Premises, Credit Agreement; (ii) as of the date hereof, Mortgagor is not, in the capacity of that tenant's lessor, a party to any other lease, whether written or oral, or any agreement for the use and occupancy of any of the Mortgaged Property as of the date hereof, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (iii) the expiration date of that tenant's leaseLeases are valid, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting binding and in full force and effecteffect and have not been amended or modified, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (iv) Mortgagor is the tenant is in actual possession sole owner of the lessor’s interest in the normal courseLeases; (v) except for any Permitted Encumbrances, and Mortgagor has not executed any other assignment or pledge of any of the rents set forth Leases or Rents or performed any other act or executed any other instrument which might prejudice Mortgagee’s rights hereunder; (vi) to the best of Mortgagor’s knowledge, no material default exists on the part of any lessee, or on the part of Mortgagor, as lessor, in Exhibit "D" are the actual rentsperformance of the terms, income and charges being collected by Seller under covenants, provisions, conditions or agreements contained in the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as ; (vii) Mortgagor knows of this date no condition which, with the giving of notice or shall be completed as the passage of Closingtime or both, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises would constitute a material default under any of the Leases hason the part of any lessee or Mortgagor, and shall not at Closing haveas lessor, prepaid except as heretofore disclosed in writing by Mortgagor to Mortgagee; (viii) no rent has been paid by any rent under any of the Leases lessee for more than one installment in advance; and (1ix) monththe payment of none of the Rents to accrue under the Leases has been or will be waived, released, reduced, discounted or otherwise discharged or compromised by Mortgagor, except as heretofore disclosed in writing by Mortgagor to Mortgagee. Except Notwithstanding anything to the contrary contained in this Mortgage, Mortgagor shall not be deemed to be in default of its obligations under this Mortgage as otherwise a result of any breach of any representation and warranty set forth on Exhibit "D"in clauses (i) through (ix), no security deposits by tenants have heretofore been returned inclusive, of this Section 3.4, if such breach individually or applied in the aggregate, could not reasonably be expected to charges against the tenantsresult in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Isle of Capri Casinos Inc), Credit Agreement (Isle of Capri Casinos Inc)
Leases. There are no oral (a) The Acquiror Disclosure Letter contains a true, correct and complete rent roll for all leases, licenses and tenancies, each as amended and supplemented ("Acquiror Leases") covering all or written leases or rights of occupancy or grants or claims of right, title or interest in any each portion of the Premises other than the leases Acquiror Properties (the "LeasesAcquiror Rent Roll"). The Acquiror Rent Roll includes or describes for each Acquiror Lease, the name of the tenant, the space leased the current balances of security and other deposits, the current base rent the tenant is obligated to pay thereunder, and the amount of percentage rent most recently paid.
(b) listed on Except as set forth in the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Acquiror Disclosure Letter, (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of SellerAcquiror's knowledge, each of the Acquiror Leases is valid and subsisting and in full force and effect; (ii) no tenant is controlled by, under common control with or controls the Company; (iii) the tenant under each of the Acquiror Leases is in actual possession of the leased premises; (iv) no tenant under any Acquiror Lease is in arrears for the payment of rent for any month preceding the month of the date of this Agreement or, to Acquiror's knowledge, otherwise in default of such tenant's lease obligations; (v) to Acquiror's knowledge, no tenant under any Acquiror Lease intends to vacate prior to the termination of its lease; (vi) there are no pending summary proceedings or other legal actions by Acquiror for eviction under any Acquiror Lease; (vii) all decorating, repairs, alterations, or other work required to be performed by the Company under the Acquiror Leases, or the costs to be reimbursed to any tenant under any Acquiror Lease, has been performed or, if required, reimbursed; (viii) no space subject to any Acquiror Lease is occupied rent free or at a rental rate reduced from the rates stated in the normal course, Acquiror Rent Roll; and (ix) none of the Acquiror Leases and none of the rents set forth or other amounts payable thereunder have been assigned, pledged or encumbered, other than to lenders, as described in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawAcquiror Disclosure Letter. Except as set forth on Exhibit "D"in the Acquiror Disclosure Letter, no tenant the Company has not collected payment of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases (other than security deposits) accruing for a period which is more than one (1) monthmonth beyond the date of collection. Except as otherwise set forth on Exhibit "D", There are no security deposits material unsatisfied obligations wherein rent and/or other obligations of the tenant in other buildings or improvements have been assumed by tenants have heretofore been returned or applied to charges against the tenantsCompany.
Appears in 2 contracts
Sources: Merger Agreement (Kranzco Realty Trust), Merger Agreement (Union Property Investors Inc)
Leases. There are no oral (a) The Target Disclosure Letter contains a true, correct and complete rent roll for all leases, licenses and tenancies, each as amended and supplemented ("Target Leases") covering all or written leases or rights of occupancy or grants or claims of right, title or interest in any each portion of the Premises other than the leases Target Properties (the "LeasesTarget Rent Roll"). The Target Rent Roll includes or describes for each Target Lease, the name and address of the tenant, the space leased, the current balances of security and other deposits, the current base rent the tenant is obligated to pay thereunder, and the amount of percentage rent most recently paid. Target has delivered to Acquiror a true, correct and complete statement evidencing common area maintenance ▇▇▇▇▇▇▇▇ and real estate tax escalations under each Target Lease.
(b) listed on Except as set forth in the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Target Disclosure Letter, (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of SellerTarget's knowledge, each of the Target Leases is valid and subsisting and in full force and effect; (ii) no Tenant is controlled by, under common control with or controls Target; (iii) the tenant under each of the Target Leases is in actual possession of the leased premises; (iv) no tenant under any Target Lease is in arrears for the normal course, and payment of rent for any month preceding the rents set forth in Exhibit "D" are month of the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as date of this date Agreement or shall be completed as to Target's knowledge otherwise in default of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D"such tenant's lease obligations; (v) to Target's knowledge, no tenant under any Target Lease intends to vacate prior to the termination of its lease; (vi) there are no pending summary proceedings or other legal actions by Target for eviction under any Target Lease; (vii) all decorating, repairs, alterations, or other work required to be performed by Target under the Target Leases, or the costs to be reimbursed to any tenant under any Target Lease, has been performed or, if required, reimbursed; (viii) no space subject to any Target Lease is occupied rent free or at a rental rate reduced from the rates stated in the Target Rent Roll; and (ix) none of the Premises Target Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered, other than to lenders, except as described in the Target Disclosure Letter. Target has not collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the date of collection. All brokerage or leasing commissions payable by the landlord with respect to Target Leases have been paid in full and there are no commissions payable with respect to renewals or extensions of any Target Lease. There are no material unsatisfied obligations wherein rent and/or other obligations of the tenant in other buildings or improvements have been assumed by Target.
(c) Except as shown in the Target Disclosure Letter, to Target's knowledge, no tenant, licensee or occupant under any of the Target Leases hashas notified Target in writing of any claim, offset or defense which would materially affect the collection of rent from such tenant.
(d) The Target Disclosure Letter sets forth a true, correct and shall not at Closing have, prepaid any rent under complete list of all written or oral legally enforceable commitments made by Target to lease any of the Leases for more than one (1) monthTarget Properties or any portion thereof which has not yet been reduced to a written lease. Except as otherwise To Target's knowledge, no person has asserted, or is threatening to assert, that any of such written or oral commitments is not legally enforceable. Target has delivered to Acquiror true, correct and complete copies of all such written commitments and the Target Disclosure Letter provides with respect to each such oral commitment the principal terms of such commitment, including, if applicable, those items set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsin Section 3.07(a).
Appears in 2 contracts
Sources: Merger Agreement (Kranzco Realty Trust), Merger Agreement (Union Property Investors Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D"Schedule 3 (the “Rent Roll”) is, to Borrower’s knowledge, true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Exhibit "D" identifies To Borrower’s knowledge, except as set forth on the Rent Roll: (i) each tenant of the Premises, Lease is in full force and effect; (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant tenants under the LeaseLeases have accepted possession of and are in occupancy of all of their respective demised premises, (v) arrearages, if any, and whether have commenced the latest payment of rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral paid for any period more than thirty (30) days in advance; (iv) the existing mortgage upon rent payable under each Lease is the Premises which shall be satisfied at or before Closing. To the best amount of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents fixed rent set forth in Exhibit "D" are the actual rentsRent Roll, income and charges being collected there is no claim or basis for a claim by Seller the tenant thereunder for an adjustment to the rent; (v) to Borrower’s knowledge, no tenant has made any claim against the landlord under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as which remains outstanding, there are no defaults on the part of this date or shall be completed as of Closingthe landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except deposits under Leases are as set forth on Exhibit "D", no tenant the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the Premises entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder and (x) no Person has any possessory interest in, or right to occupy, the Property except under any the terms of the Lease. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll 7.3.1 The schedule attached hereto as Exhibit "DK" (the ". Exhibit Schedule of Leases"D" identifies ) is a true, correct and complete statement, as applicable, of all (i) each tenant of the Premisesleases, tenancies and occupancies, including any extensions, modifications, amendments or guarantees thereof in effect at the Property (the "Tenant Leases"), (ii) the date of that tenant's leasetenants at the Property, (iii) the dates of the Tenant Leases (including the commencement and expiration date of that tenant's leasedates thereof), (iv) the annual and monthly minimum rental chargebase rents payable, the tenant's share base year for escalations, the currently escalated rents and contributions to common area maintenance, operating expenses and insurance under the Tenant Leases, (v) the security deposits held by or deposited with Seller under the Tenant Leases, (vi) any and all options to extend, renew or cancel any Tenant Leases or to expand or decrease the space covered by any Tenant Lease (including any rights of building operating costs first refusal), and (vii) any and all concessions, allowances, credits, rebates, offsets or other cases for relief or adjustment, including, without limitation, taxes) any unpaid reimbursements for tenant improvements and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid "free" or "reduced" rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or .
7.3.2 There are no security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind arrearages in rent or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Tenant Leases except as set forth on the Schedule of Leases. No rent has been prepaid under any Tenant Lease except as set forth on the Schedule of Leases.
7.3.3 All of the services required to be supplied to each tenant and maintained in connection with the Property are presently being supplied and maintained and will continue to be supplied and maintained up to and as of the Closing Date.
7.3.4 Seller has received no notices of any failure of Seller to supply any services which Seller is required to furnish pursuant to any Tenant Lease, and Seller has received no notice from any tenant (i) to cancel any Tenant Lease, (ii) that such tenant is or may become unable or unwilling to perform any or all of its obligations under its Tenant Lease, whether for more than one financial or other reasons, or that an action or proceeding, voluntary or involuntary, is pending or threatened against such tenant under any section or sections of any bankruptcy or insolvency law, or (1iii) month. Except that such tenant disputes the base rent or escalation rents or the computation of escalation rents pursuant to its Tenant Lease.
7.3.5 Seller has received no notices of any items of work, repair, maintenance or construction to be completed by Seller pursuant to any Tenant Lease for the benefit of any tenant and Seller has no knowledge of any such work to be done.
7.3.6 As of the Closing Date, no tenant shall be entitled to any additional work during the term of its Tenant Lease, except as set forth in the leases described on the Schedule of Leases.
7.3.7 The Tenant Leases are in full force and effect and Seller has received no notice of any default by the landlord thereunder and has no knowledge of any fact or facts which would now or with the giving of notice or the passage of time or both be a default under the terms thereof, except as otherwise set forth on Exhibit "D"the Schedule of Leases.
7.3.8 As of the Closing Date, there will be no security deposits by brokerage or other leasing commissions payable in connection with any of the tenants have heretofore been returned or applied the Tenant Leases or any new leases or amendments of existing Tenant Leases.
7.3.9 All of the Tenant Leases are assignable to charges against Buyer in connection with its purchase of the tenantsProperty without the necessity for any approval, consent or additional payment.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Cytrx Corp), Purchase and Sale Agreement (Cytrx Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightTo Borrower’s Knowledge, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 2 (ithe “Rent Roll”) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and Rent Roll or in the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated title report delivered to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawLender. Except as set forth on Exhibit "D"the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 of the Senior Loan Agreement; (viii) Owner is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Owner and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Senior Lender in accordance with the Senior Loan Documents, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Leases. There are no oral An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property in the Collateral (or written leases or rights such other recent date as may be acceptable to the Agent) with respect to all Leases of occupancy or grants or claims of right, title or interest in any portion of the Premises other than Mortgaged Property has been provided to the leases (Agent. The Leases reflected on such Rent Roll constitute as of the "Leases") listed date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premisespayments, (ii) the date of that tenant's leasecredit, (iii) the expiration date of that tenant's leaseoffset or deduction in rent, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantor nor any of their respective Subsidiaries has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all costs, expenses and other charges rents payable by the tenant under the Lease, (v) arrearagesand security, if any, and whether deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the latest rent due has been paidRent Roll, (vi) the amount of prepaid rent, if any, (vii) the amount furnished or description of any concessions, allowances, rebates, refunds, escrow or security deposits made paid for by the tenant under said tenant's Lease; (viii) any options to renewBorrower, extend, purchase, cancel the Guarantor or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assignedtheir respective Subsidiaries, pledgedor credited or allowed to a tenant, hypothecated for, or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effectconnection with, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete Building pursuant to any Lease has been completed as and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantor or any of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued their respective Subsidiaries in accordance with law. Except as set forth on Exhibit "D", no tenant respect of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsLeases.
Appears in 2 contracts
Sources: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust), Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Leases. There are no oral or written leases or rights (a) Borrower represents and warrants to Lender that Borrower has delivered to Lender true, correct and complete copies of occupancy or grants or claims of right, title or interest in all Leases (together with any portion of the Premises other than the leases (the "Leases"and all amendments and modifications thereto) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies and that (i) each tenant Borrower is the sole owner of the Premises, entire lessor’s interest in the Leases; (ii) the date of that tenant's leaseLeases are valid, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, binding on each of the Leases is valid and subsisting parties thereto, enforceable and in full force and effecteffect and have not been altered, the tenant is modified or amended in actual possession any manner whatsoever except as disclosed to Lender in the normal courserent roll attached to the Closing Certificate dated as of the date hereof executed and delivered by Borrower to Lender prior to or simultaneously with its execution and delivery to Lender of this Mortgage (the “Rent Roll”); (iii) there are no side letters or other arrangements, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant whether or not constituting an amendment to any Lease has Lease, for any tenant inducements such as rebates or reductions in the rental provided for in any of said Leases; (iv) neither the Leases nor the Rents reserved in the Leases have been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law assigned or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant pledged or hypothecated; (v) none of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases Rents have been collected for more than one (1) monthmonth in advance; (vi) the execution and delivery of this Mortgage and of the Assignment of Leases and Rents (as such term is hereinafter defined) will not constitute an event of default under any of the Leases; (vii) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis except as explicitly identified on the Rent Roll; (viii) no tenant under any of the Leases is delinquent in the payment of rent or is in default under any material provision of its Lease except as shown on the Rent Roll; (ix) there exist no offsets or defenses to the payment of any portion of the Rents, and all of the obligations of the landlord pursuant to the Leases have been fully performed; (x) no Lease contains any option to purchase or right of first offer or refusal or other right to purchase or acquire any portion of the Property or any ownership interest therein; (xi) except as disclosed in the Rent Roll no Lease contains any option, right of first offer or refusal, or other right to expand or reduce the premises demised thereunder, or to terminate the Lease or vacate the Property prior to the expiration of the term of such Lease (other than due to an event of condemnation or casualty) or any other similar provisions which adversely affect the Property or which might adversely affect the rights of Lender; and (xii) all tenants under the Leases are occupying their respective leased premises and are open for business as of the date hereof, and none of such tenants have given Borrower any notice of intention to vacate the leased premises prior to the expiration of their respective Lease terms.
(b) Borrower covenants with Lender that Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the tenants thereunder to be observed or performed, subject to the provisions of Section 13(e) hereof; (ii) shall promptly send to Lender copies of all notices of default which Borrower shall send or receive under the Leases; (iii) shall not collect any Rents more than one (1) month in advance; (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents other than the Assignment of Leases and Rents; (v) shall execute and deliver at the request of Lender all such further reasonable assurances, confirmations and assignments in connection with the Property as Lender shall from time to time require; and (vi) shall deliver to Lender, at Lender’s request, executed copies of all Leases now existing or hereafter arising.
(c) If the Property includes commercial property, Borrower shall make all reasonable efforts to deliver to Lender upon request, tenant estoppel certificates and subordination, nondisturbance and subordination agreements from each commercial tenant at the Property in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year.
(d) Borrower further covenants with Lender that, unless Lender otherwise reasonably approved in writing, all Leases shall be written on the standard form of lease which has been reasonably approved by Lender or on such other form of lease as has been reasonably approved by Lender, subject to non-material commercially reasonable revisions negotiated at arms length, and shall provide that (i) they are subordinate to the Mortgage and any indebtedness now or hereafter secured by the Property, (ii) the tenants thereunder shall attorn to Lender (such attornment to be effective upon Lender’s acquisition of title to the Property), (iii) the tenants thereunder shall execute such further evidences of attornment as Lender may from time to time request, (iv) the attornment of the tenants thereunder shall not be terminated by foreclosure, (v) Lender may, at Lender’s option, accept or reject such attornment, and (vi) the tenants thereunder agree to furnish, two times in any calendar year, as Lender may request, a certificate signed by such tenants confirming and containing such factual certifications and representations deemed reasonably appropriate by Lender.
(e) Borrower shall not enter into any new Leases, or alter, modify or change the terms of the Leases, or consent to any assignment of Lease requiring the landlord’s consent, without the prior written consent of Lender, or cancel or terminate any of the Leases or accept a surrender thereof or take any other action which would effect a merger of the estates and rights of, or a termination or diminution of the obligations of, the tenants thereunder, or waive, release, reduce, discount or otherwise discharge or compromise the payment of any of the Rents to accrue under the Leases, without the prior written consent of Lender, except that Borrower may take the following actions with respect to any Lease of any office space to a non-affiliate of Borrower involving not more than five percent (5%) of the rentable square feet of the Property and not more than five percent (5%) of the gross rent payable under all Leases at the Property (each an “Ordinary Course Lease”) without obtaining Lender’s prior written consent, so long as no Event of Default exists and is continuing:
(i) Borrower may execute a new Ordinary Course Lease of space at the Property or a renewal or modification of an existing Ordinary Course Lease if (A) such New Ordinary Course Lease, or modification or renewal of an existing Ordinary Course Lease, is the result of an arms-length transaction with a tenant unaffiliated with the Borrower and provides for payment of a net effective rent (after taking into account any free rent, construction allowances or other concessions granted by landlord) and other material amounts payable no less than the then effective fair market rent and economic terms then prevailing for similar properties and leases in the market area (and taking into account the type and creditworthiness of the tenant, the length of the term including any renewals, and the location and size of the premises covered thereby), and is otherwise on commercially reasonable terms, (B) such new Ordinary Course Lease or modification or renewal of an existing Ordinary Course Lease will not adversely affect the Property, Lender, or Borrower’s ability to fulfill its obligations under the Loan Documents, (C) each new Ordinary Course Lease satisfies the requirements of Section 13(d) above, (D) any Ordinary Course Lease which is modified or renewed continues to be an Ordinary Course Lease, and any new Ordinary Course Lease does not contain any expansion or renewal or extension options or provisions which, if exercised, would result in such Lease no longer being an Ordinary Course Lease, (E) such new Ordinary Course Lease, or modification or renewal of an existing Ordinary Course Lease, does not contain any options to purchase or other rights with respect to the ownership of the Property.
(ii) Borrower may if and to the extent commercially reasonable evict, terminate or take other enforcement actions with respect to defaulting tenants under Ordinary Course Leases, and make commercially reasonable modifications or settlements on account of defaulted Ordinary Course Leases which are consistent with prudent property management standards and current market conditions, so long as any modified Lease remains an Ordinary Course Lease. Except Any request for approval of a Lease, or assignment, termination, amendment or modification of any Lease requiring approval as otherwise set forth on Exhibit "D"above shall be made to Lender in writing and together with such request Borrower shall furnish to Lender: (i) such biographical and financial information about the proposed tenant and any guarantor of such proposed Lease as Lender may reasonably require, no security deposits by tenants have heretofore been returned (ii) a copy of the proposed form of Lease (or applied to charges against amendment or modification), and (iii) a summary of the tenantsmaterial terms of such proposed Lease (or amendment or modification) including, without limitation, rental terms and the term of the proposed Lease and any options.
Appears in 2 contracts
Sources: Deed of Trust and Security Agreement (Infousa Inc), Deed of Trust and Security Agreement (Infousa Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightBorrower has delivered to Lender a true, title or interest in any portion of correct and complete rent roll for the Premises other than the leases Property (the "Leases") listed “Rent Roll”), which includes all Leases affecting the Property. Except as set forth on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Rent Roll: (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's Borrower’s knowledge, each of the Leases Lease is valid and subsisting and in full force and effect, (ii) the tenant is tenants under the Leases have accepted possession of and are in actual possession in occupancy of all of their respective demised premises, have commenced the normal coursepayment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof, (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance, (iv) the rent payable under each Lease is the amount of fixed rent set forth in Exhibit "D" are the actual rentsRent Roll, income and charges being collected there is no claim or basis for a claim by Seller the tenant thereunder for an adjustment to the rent, (v) no tenant has made any claim against the landlord under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as which remains outstanding, to the best of this date or shall be completed as Borrower’s knowledge, there are no defaults on the part of Closingthe landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default, (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease, (vii) all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except deposits under Leases are as set forth on Exhibit "D"the Rent Roll, no tenant (viii) Borrower is the sole owner of the Premises entire lessor’s interest in each Lease, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and, to the best of Borrower’s knowledge, the applicable tenant thereunder, (x) no Person has any possessory interest in, or right to occupy, the Property except under any the terms of the Lease, and (xi) to the best of Borrower’s knowledge, each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Lodging Fund REIT III, Inc.), Loan Agreement (Lodging Fund REIT III, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion (a) Section 3.11(a) of the Premises other than Company Disclosure Schedule contains an accurate and complete list of each lease pursuant to which the Company or any of its Subsidiaries leases any real or personal property (excluding leases relating solely to personal property calling for rental or similar periodic payments not exceeding $50,000 per annum) (each a "Company Lease"). A true and complete copy of each Company Lease has heretofore been made available to Parent.
(b) Each Company Lease is valid, binding and enforceable against the "Leases") listed on Company and each of its Subsidiaries that is a party thereto in accordance with its terms and, to the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant knowledge of the PremisesCompany, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount leasehold estate created by each Company Lease of each security deposit contains, where required real property (a "Company Leased Premise") is free and clear of all encumbrances other than Company Permitted Liens. There are no existing defaults by law the Company or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant any of the Premises its Subsidiaries under any of the Company Leases hasin any material respect, and shall to the knowledge of the Company no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Company Lease. The Company has received no notice, and has no other reason to believe, that any lessor under any Company Lease will not at Closing haveconsent (where such consent is necessary) to the consummation of the Merger without requiring any material modification of the rights or obligations of the lessee thereunder.
(c) With respect to leases or licenses of tower space to which the Company or any of its Subsidiaries is a party ("Company Tower Leases"), prepaid (A) to the knowledge of the Company there are no applications, ordinances, petitions, resolutions or other matters pending before any rent under governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Company Leased Premises by the Company or any of its Subsidiaries, (B) either the Company or one of its Subsidiaries has good and valid easement rights providing reasonable access and utilities to and from the Company Leased Premises under the Company Tower Leases, (C) neither the Company nor any of its Subsidiaries has voluntarily granted any, or is a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would materially and adversely affect the use of any of the Company Leased Premises under the Company Tower Leases for more than one (1) month. Except the same purposes and uses as otherwise set forth on Exhibit "D"such Company Leased Premises have been used by the Company or any of its Subsidiaries, no security deposits by tenants have heretofore been returned or applied to charges against the tenantsexcept for Company Permitted Liens.
Appears in 2 contracts
Sources: Merger Agreement (Alamosa Holdings Inc), Merger Agreement (Airgate PCS Inc /De/)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightTo Borrower’s knowledge, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Borrower has delivered (i) a true, correct and complete schedule (each, a “Rent Roll”) of all Leases affecting each tenant of the Premisesproperties comprising the Property as identified on Exhibit B attached hereto (each, an “Individual Property”), and legally described on Exhibit A, as of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, correct and complete copies of all Leases described in the date applicable Rent Roll. To Borrower’s knowledge, each Lease constitutes the legal, valid and binding obligation of that tenant's leaseBorrower and, (iii) to the expiration date best of that tenant's leaseBorrower’s knowledge and belief, (iv) is enforceable against the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before ClosingTenant thereof. To the best of Seller's Borrower’s knowledge, each information and belief, no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property. To Borrower’s knowledge, no Tenant under any Lease has, as of the Leases is valid and subsisting and in full force and effectdate hereof, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) monthmonth in advance, and the rents under such Leases have not been waived, released, or otherwise discharged or compromised. Except as otherwise set forth on Exhibit "D"To Borrower’s knowledge, no all security deposits required under such Leases have been fully funded and are held by tenants Borrower in a manner consistent with applicable law. All work to be performed by Borrower under the Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have heretofore been returned made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or applied arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to charges against obtain a lien or encumbrance upon the tenantsProperty superior to the lien of this Deed of Trust.
Appears in 1 contract
Sources: Deed of Trust, Security Agreement and Fixture Filing (KBS Real Estate Investment Trust, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due The entire Property has been paid, leased to American Express pursuant to the American Express Lease.
(via) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases The American Express Lease is valid and subsisting and in full force and effect, ; (b) the tenant premises demised under the American Express Lease have been completed and American Express has accepted possession of and is in actual possession occupancy of the demised premises; (c) American Express has commenced the payment of rent under the American Express Lease, there are no offsets, claims or defenses to the enforcement thereof and Borrower has no monetary obligations to American Express under the American Express Lease; (d) all Rents due and payable under the American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the normal course, and rent payable under the rents American Express Lease is the amount of fixed rent set forth in Exhibit "D" the American Express Lease, and there is no claim or basis for a claim by American Express thereunder for an adjustment to the Rent; (f) Borrower is the sole owner of the entire landlord’s interest in the American Express Lease; (g) the American Express Lease is the valid, binding and enforceable obligation of Borrower and American Express thereunder and there are no agreements with American Express with respect to the actual rentsAmerican Express Lease other than as expressly set forth therein; (h) no Person has any possessory interest in, income and charges being collected by Seller or right to occupy, the Property or any portion thereof except under the Leases. Any tenant improvements which Seller is obligated American Express Lease; (i) except for the right of first refusal set forth in Article 4 and the right to complete pursuant offer to purchase the Property under Article 12, the American Express Lease docs not contain any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; and (j) neither the American Express Lease has nor the Rents have been completed as of this date assigned or shall be completed as of Closingpledged except to Lender, and all costs for completed work no other Person has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, any interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantstherein.
Appears in 1 contract
Sources: Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll or tenant estoppel certificates delivered to Lender prior to the date hereof: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) to Borrower’s best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 1 contract
Leases. There are no oral or written leases or rights of The occupancy or grants or claims of rightreport provided to Administrative Agent in connection with the Loan Closing is true, title or interest complete and correct in any portion all material respects and as of the Premises date of the occupancy report and the Property is not subject to any Leases other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawoccupancy report. Except as set forth on Exhibit "D"the occupancy report: (i) each Lease is in full force and effect; (ii) the Tenants have commenced the payment of rent under the Leases, and to Borrower’s actual knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the occupancy report, and, to Borrower’s actual knowledge, there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (v) no Tenant has made any claim against the landlord under any Lease which remains outstanding, to Borrower’s actual knowledge, there are no defaults on the part of the landlord under any Lease, and, to Borrower’s actual knowledge, no tenant event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s actual knowledge, there is no present default by the Premises Tenant under any Lease, and no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default under a Lease and enforcement of the Leases hasby Borrower or by Administrative Agent pursuant to an exercise of Administrative Agent’s rights under each Security Instrument would be subject to no defenses of any kind; (vii) all security deposits under Leases are as set forth on the occupancy report; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder, and shall not at Closing have(x) no Person has any possessory interest in, prepaid any rent or right to occupy, the Property except under any the terms of the Leases for more than one (1) monthor a Permitted Encumbrance. Except as otherwise set forth on Exhibit "D"disclosed by B▇▇▇▇▇▇▇ to Administrative Agent in writing, none of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the rents have been assigned or pledged except to Administrative Agent, and no security deposits by tenants have heretofore been returned or applied to charges against other Person has any interest therein except the tenantsTenants thereunder.
Appears in 1 contract
Sources: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule II (ithe “Rent Roll”) each tenant is true, complete and correct in all material respects as of the Premises, (ii) date hereof and the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Properties are not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"(x) the Rent Roll, or (y) the tenant estoppels, accounts receivable schedule, “dark space” summary reports, subtenant summary reports, or security deposit reports actually delivered to Lender in writing by Borrower prior to the Closing Date: (a) each Lease is in full force and effect; (b) the Tenants under the Leases have accepted possession of and are in occupancy (and have not exercised any right of “going dark” under the applicable Lease) of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no tenant offsets, claims or defenses to the enforcement thereof; (c) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (d) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (e) no Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (f) to Borrower’s knowledge, there is no present material default by the Tenant under any Lease; (g) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 5.1.21; (h) Borrower is the sole owner of the entire lessor’s interest in each Lease; (i) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder; (j) no Person has any possessory interest in, or right to occupy, any Individual Property except under the terms of the Lease; and (k) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase any Individual Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsTenants thereunder.
Appears in 1 contract
Leases. There are no oral or written The list of leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D"D-1 is true and correct in all material respects (the “Leases”) and except as set forth in such exhibit, the Leases have not otherwise been amended, modified or supplemented. The Leases made available to Purchasers pursuant to Section 3.1 below are true, accurate and complete copies. The information set forth on the Rent Roll attached hereto as Exhibit "D" identifies D-2 (ithe “Rent Roll”) each is true and correct in all material respects. To ▇▇▇▇▇▇ I’s knowledge, other than as set forth in Exhibit D-3 (the “Arrearage Schedule”), Landlord has not notified in writing any tenant that such tenant is in default, which default remains uncured as of the Premisesdate hereof. To ▇▇▇▇▇▇ I’s knowledge, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effect. Except for the loan referenced in Section 10.2 hereof, the tenant is in actual possession in the normal course, documents evidencing and securing such loan and the ▇▇▇-▇▇▇▇▇ Agreement, none of the Leases nor any of the rents under the Leases will be otherwise assigned, pledged, or encumbered as of the Closing Date; provided, however no representation is given with respect to any assignments, pledges, or encumbrances that may have been created or granted by any tenant under any Lease. Except for the Leases, neither Fee Landlord, Overlandlord nor Landlord has granted any use or occupancy rights to any person or entity and, to ▇▇▇▇▇▇ I’s knowledge (i) Exhibit D-4 sets forth all subleases, license agreements or other occupancy agreements granted by any tenant under the Leases or by any predecessor-in-interest of Fee Landlord, Overlandlord or Landlord and (ii) there are no assignments of any Leases (whether by express assignment, stock transfer, merger or otherwise) other than those assignments as set forth in Exhibit "D" are the actual rentsExhibits D-1 and D-5. To ▇▇▇▇▇▇ I’s knowledge, income and charges being collected by Seller neither ▇▇▇▇▇▇ I or Fee Landlord, Overlandlord or Landlord has received any notice of default under the Leases. Any tenant improvements any Leases which Seller is obligated to complete pursuant to any Lease has been completed remains uncured as of this the date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantshereof.
Appears in 1 contract
Sources: Agreement of Purchase and Sale of Partnership Interests (Mack Cali Realty Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion With respect to the Leases: (a) the Rent Roll dated as of the Premises Closing Date is true, complete and correct and the Property is not subject to Leases other than the leases (the "Leases") listed Leases identified on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Leasesuch Rent Roll; (viiib) any options Borrower has delivered to renewLender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, extend, purchase, cancel modify or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under supplement the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, otherwise disclosed to Lender in writing and acknowledged by Lender; (c) each of the Leases Lease is valid and subsisting and in full force and effecteffect and there are no defaults thereunder by either party known to Borrower ; (d) each Lease, by its terms, is subordinate to the tenant lien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (e) Mortgage Borrower or Lessee is in actual possession the sole owner of the entire lessor’s interest in the normal courseLeases and has not assigned, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law pledged or otherwise applicable, interest which has accrued transferred the Rents reserved in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any Leases (except to Mortgage Lender); (f) all of the Leases hasare bona fide, and shall not at Closing have, prepaid any rent arms-length agreements with tenants (except for Lessee under any the Operating Lease) unrelated to Borrower; (g) none of the Leases Rents have been collected for more than one (1) month. Except month in advance (and for such purpose, a security deposit shall not be deemed rent collected in advance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Mortgage Borrower, Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as otherwise set forth on Exhibit "D"L to the Mortgage Loan Agreement, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) to the best of Borrower’s and Mortgage Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and neither Borrower nor Mortgage Borrower has any monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits deposits; (k) all payments due from tenants under the Leases are current; (l) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by tenants have heretofore been returned Mortgage Borrower or applied any Affiliate of Mortgage Borrower regarding any Lease. No portion of the Property is licensed to charges against the tenantsor occupied by any Affiliate of Mortgage Borrower other than Lessee.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (CNL Hotels & Resorts, Inc.)
Leases. There The Trust Property is not subject to any Leases other than the Leases described in the rent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") and any existing subleases thereunder. No person has any possessory interest in the Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no oral or written leases or rights prior assignments of occupancy or grants or claims of right, title or the landlord's interest in any Lease or any portion of Rents which are presently outstanding and have priority over the Premises other than the leases Assignment of Leases and Rents (the "LeasesASSIGNMENT OF LEASES AND RENTS") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises), (ii) dated the date of that tenant's leasehereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the expiration Leases have been delivered by Borrower to Lender and the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date of that tenant's lease, hereof; (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Lease is valid and subsisting and in full force and effect; (v) except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loans (collectively, the "TENANT ESTOPPELS"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises default under any of the Leases hasmaterial terms, and shall not at Closing havecovenants or provisions of the Lease, prepaid any rent and, except as disclosed to Lender in writing, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.Rents; and
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightTo Borrower’s Knowledge, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and Rent Roll or in the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated title report delivered to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawLender. Except as set forth on Exhibit "D"the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.thereunder 31
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due The entire Property has been paid, leased to American Express pursuant to the American Express Lease.
(via) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases The American Express Lease is valid and subsisting and in full force and effect, ; (b) the tenant premises demised under the American Express Lease have been completed and American Express has accepted possession of and is in actual possession occupancy of the demised premises; (c) American Express has commenced the payment of rent under the American Express Lease, there are no offsets, claims or defenses to the enforcement thereof and Borrower has no monetary obligations to American Express under the American Express Lease; (d) all Rents due and payable under the American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the normal course, and rent payable under the rents American Express Lease is the amount of fixed rent set forth in Exhibit "D" the American Express Lease, and there is no claim or basis for a claim by American Express thereunder for an adjustment to the Rent; (f) Borrower is the sole owner of the entire landlord’s interest in the American Express Lease; (g) the American Express Lease is the valid, binding and enforceable obligation of Borrower and American Express thereunder and there are no agreements with American Express with respect to the actual rentsAmerican Express Lease other than as expressly set forth therein; (h) no Person has any possessory interest in, income and charges being collected by Seller or right to occupy, the Property or any portion thereof except under the Leases. Any tenant improvements which Seller is obligated American Express Lease; (i) except for the right of First refusal set forth in Article 4 and the right to complete pursuant offer to purchase the Property under Article 12, the American Express Lease does not contain any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; and (j) neither the American Express Lease has nor the Rents have been completed as of this date assigned or shall be completed as of Closingpledged except to Lender, and all costs for completed work no other Person has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, any interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantstherein.
Appears in 1 contract
Sources: Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Leases. There are no oral The Property is not subject to any leases, subleases, licenses, concessions or written leases other agreements related to the leasing or rights renting of occupancy the Property or grants or claims of rightany portion thereof, title or except for Principal Leases (as amended from time to time), as set forth on the Rent Roll (as defined herein). No person has any possessory interest in any portion of the Premises Property or right to occupy the same, other than pursuant to the leases (Principal Lease disclosed in the "Leases") listed on the rent roll attached hereto as Exhibit "D"Rent Roll. Exhibit "D" identifies Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each tenant Lease, the following: the name of the PremisesTenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the date Borrower is the owner and holder of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents landlord’s interest under the Leases, and neither such right nor there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to B▇▇▇▇▇▇▇’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been assigneddelivered to Lender in connection with the Loan, pledgedto the Borrower’s knowledge, hypothecated after due and diligent inquiry and investigation, no Tenant has any offset or otherwise encumbered by Seller defense to the payment of rent under its Lease; and (vi) except as additional collateral for disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledgeLoan, each no Tenant has, as of the Leases is valid and subsisting and in full force and effectdate hereof, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for its Lease more than one (1) month. Except month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as otherwise set forth on Exhibit "D"disclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by L▇▇▇▇▇ in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) to the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors; and (xi) except as specifically described in the Title Insurance Policy, no security deposits by tenants have heretofore been returned Lease provides any party with the right to obtain a lien or applied encumbrance upon the Property superior to charges against the tenantslien of this Deed of Trust.
Appears in 1 contract
Sources: Deed of Trust, Assignment of Leases and Rents and Security Agreement (Gladstone Commercial Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases To Borrower’s knowledge (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (ia) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Major Lease is valid and subsisting and in full force and effect; (b) the premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the tenant is in actual possession in the normal coursepart of Mortgage Borrower or Operating Lessee has been completed, and the rents Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, there are no offsets, claims or defenses to the enforcement thereof, and neither Mortgage Borrower nor Operating Lessee has any monetary obligations to any Tenant under any Major Lease; (d) all Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) no Tenant has made any written claim of a material default against the landlord under any Major Lease which remains outstanding; (f) there is no present material default by the ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇ Tenant under any Major Lease; (g) all security deposits under the Major Leases have been collected by Mortgage Borrower or Operating Lessee; (h) Mortgage Borrower or Operating Lessee is the sole owner of the entire landlord’s interest in each Major Lease; (i) each Major Lease is the valid, binding and enforceable obligation of Mortgage Borrower and/or Operating Lessee and the applicable Tenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in Exhibit "D" are the actual rentsMajor Leases; (j) no Person has any possessory interest in, income and charges being collected by Seller or right to occupy, any Individual Property or any portion thereof except under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any terms of a Lease has been completed or as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any a hotel guest; (k) none of the Leases has, contains any option or offer to purchase or right of first refusal or right of first offer to purchase or lease any Individual Property or any part thereof; and shall not at Closing have, prepaid any rent under any of (l) neither the Leases for more than one (1) monthnor the Rents have been assigned, pledged or hypothecated except to Mortgage Lender. Except as otherwise set forth on Exhibit "D"Borrower represents that it has heretofore delivered to Lender true, no security deposits by tenants have heretofore been returned correct and complete copies of all Major Leases and any and all amendments or applied to charges against the tenantsmodifications thereof.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Leases. There are no oral (a) Either Borrower or written leases or rights the Joint Venture, as applicable, is the sole owner of occupancy or grants or claims of right, title or the entire lessor's interest in any portion the Leases (other than resident care agreements) and Borrower, the relevant Operator (as to a Leased Facility) and/or Manager are the sole owners of the Premises entire lessor's interest in the resident care agreements; (b) the Leases (other than resident care agreements) are the leases (valid, binding and enforceable obligations of Borrower and the "Leases") listed on applicable tenant or lessee thereunder and, with respect to the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant resident care agreements, the resident care agreements are the valid, binding and enforceable obligations of the PremisesManager or the Joint Venture, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal courseapplicable, and the rents set forth applicable tenant or lessee thereunder; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in Exhibit "D" are the actual rents, income certified rent roll statements delivered to and charges being collected approved by Seller under Lender; (d) none of the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has Rents reserved in the Leases have been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law assigned or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant pledged or hypothecated; (e) none of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases Rents have been collected for more than one (1) month. Except as otherwise set forth month in advance; (f) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on Exhibit "D"a rent-paying basis; (g) there exists no offset or defense to the payment of any portion of the Rents; (h) no Lease contains an option to purchase, right of first refusal to purchase, expansion right, or any other similar provision; (i) no security deposits by tenants have heretofore been returned Person has any possessory interest in, or applied right to charges against occupy, any Facility except under and pursuant to a Lease; (j) each Lease (other than resident care agreements) is subordinate to the tenantsLoan Documents, either pursuant to its terms or a recorded subordination agreement; and (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to prudent institutional lenders.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest (a) Except as disclosed in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies for the Property delivered to and approved by Lender in writing prior to the date hereof, (i) each tenant Borrower is the sole owner of the Premises, entire lessor's interest in the Leases; (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is are valid and subsisting enforceable and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and ; (iii) all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases hasare arms-length agreements with bona fide, and shall not at Closing have, prepaid any rent independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month. Except as otherwise calendar quarter in advance (except a security deposit shall not be deemed rent collected in advance); (ix) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (xi) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases other than expressly set forth on Exhibit "D"in each Lease; (xiii) the Leases are valid and enforceable against Borrower and the tenants set forth therein; (xiv) no Lease contains an option to purchase, right of first refusal to purchase or any other similar provision; (xv) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (xvi) each Lease is subordinate to this Security Instrument, either pursuant to its terms or a recordable subordination agreement; (xvii) no Lease has the benefit of a nondisturbance agreement that would be considered unacceptable to prudent institutional lenders, (xviii) all security deposits relating to the Leases reflected on the certified rent roll delivered to Lender have been collected by tenants have heretofore been returned Borrower; and (xix) no brokerage commissions or applied finders fees are due and payable regarding any Lease.
(b) Notwithstanding anything contained herein to charges against the tenantscontrary, Borrower shall not willfully withhold from Lender any information regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of the term of, any Lease during the term of the Loan. Borrower further covenants and agrees that, to the best of Borrower's knowledge, one of the entities comprising Fleming, as of the date hereof is in physical occupancy of each of t▇▇ ▇▇▇▇ises demised under the Fleming Lease, and is paying full rent under the Fleming Lease.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Corporate Property Associates 15 Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in No Property is subject to any portion of the Premises Leases other than the leases (Lease, dated November 1, 2001 between Fee Borrower, as landlord, and ▇▇▇▇▇▇▇’▇ Restaurant, Inc. D/B/A The Captain’s Table, as tenant, at the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the PremisesSolomons, (ii) the date of that tenant's leaseMaryland Property, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, dated September 13, 2001, between Fee Borrower (v) arrearagessuccessor in interest to ▇▇▇▇▇▇▇▇ Hospitality Limited Partnership), if anyas landlord, and whether ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, d/b/a Prime Thyme @ Comfort Inn, at the latest rent due has been paidMorgantown, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawWest Virginia Property. Except as set forth on Exhibit "D"the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers’ best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.9; (viii) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, any Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase any Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 1 contract
Leases. There No person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases, and true and complete copies of all Leases executed and delivered on or before the Rent Roll Date have been delivered to Lender (and any Leases executed and delivered since such date shall be delivered promptly after the Closing). As to all present Leases and (upon execution thereof) all future Leases relating to the Property, the Borrower will be the sole owner of the lessor’s interest. As to all Leases:
(a) there are no oral outstanding landlord obligations with respect to tenant allowances or written leases free rent periods or rights tenant improvement work; all of occupancy the obligations and duties of landlord under the Leases that are due or grants are to be performed (as applicable) on or prior to the date hereof have been fulfilled, and there are no pending claims asserted by any Tenant for offsets or abatements against rent or any other monetary claim;
(b) all of right, title the Leases are free and clear of any right or interest in of any portion real estate broker or any other person (whether or not such brokers or other persons have negotiated the Leases or have contracted with Borrower for the collection of the Premises rents thereunder), and no brokerage or leasing commission or other than the leases (the "Leases") listed compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant account of any of the Premises, Leases;
(iic) Schedule 4.1.33 sets forth all security deposits and letters of credit held by or on behalf of the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant lessor under the Lease, (v) arrearages, if anyLeases. All security deposits have been held in accordance with law and the terms of the applicable Leases, and whether no security deposits have been applied, or letters of credit drawn upon, following a default by a Tenant still in possession.
(d) Borrower is the latest rent due sole owner of the lessor’s interest in all of the Leases and Borrower has been paidnot given or suffered any other assignment, (vi) the amount of prepaid rent, if any, (vii) the amount pledge or description encumbrance in respect of any concessionsof the Leases or its interests thereunder, allowances, rebates, refunds, escrow and the Borrower or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller Property Manager has the sole right to collect rents and other amounts due under the Leases;
(e) Except as disclosed on Schedule 4.1.33, no Tenant (i) is more than thirty (30) days in arrears on its rent or other amounts due to the landlord under its Lease and neither such right nor any of the Leases (ii) Borrower has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller not accepted Rent under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases Operating Agreement for more than one month in advance, except for security deposits, which on the Closing Date have been deposited with the Lender in accordance with the provisions hereof relating to security deposits; and
(1f) month. Except as otherwise set forth on Exhibit "D"None of the Leases contains any option to purchase, no security deposits by tenants have heretofore been returned any right of first refusal to purchase or applied any right to charges against terminate the tenantslease term (except in the event of the destruction of all or substantially all of the Property).
Appears in 1 contract
Sources: Loan Agreement (Colony Resorts LVH Acquisitions LLC)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Borrower represents and warrants to Lender with respect to the Premises other than the leases Leases that: (the "Leases"a) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule I is true, complete and correct in all material respects, and the Property is not subject to any Leases other than the Leases described in Schedule I, (ib) each tenant Borrower is the sole owner of the Premises, (ii) the date of that tenantentire lessor's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under interest in the Leases, and neither such right nor any of (c) the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and identified on Schedule I are in full force and effect, there are no material defaults thereunder by either party, there are no conditions that, with the tenant is in actual possession in passage of time or the normal coursegiving of notice, or both, would constitute material defaults thereunder, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller no Tenant is obligated subject to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (d) the copies of the Leases hasdelivered to Lender are true and complete, and shall not at Closing havethere are no oral agreements with respect thereto, prepaid any rent under any of the Leases for (e) no Rent (including security deposits) has been paid more than one (1) month. Except as otherwise set forth on Exhibit "D"month in advance of its due date, all Rents due have been paid in full and no Tenant is in arrears in its payment of Rent, (f) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any Tenant under any Lease, (g) Borrower has received no notice from any Tenant challenging the validity or enforceability of any Lease, (h) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease, (i) all security deposits relating to the Leases reflected on the Rent Roll have been collected by tenants Borrower and are being held in accordance with Legal Requirements, U) no brokerage commissions or finders' fees are due and payable regarding any Lease, (k) all Tenants at the Property as of the date hereof are in physical occupancy of the premises demised under their Leases, are paying full rent under their Leases and have heretofore not exercised any right to "go dark" that they may have under the provisions of their Leases, (1) all work to be performed by Borrower under each Lease has been returned performed as required and has been accepted by the applicable Tenant, (m) any payments, free rent, partial rent, rebate of rent or applied other payments, credits, allowances or abatements required to charges against be given by Borrower to any Tenant has already been received by such Tenant, (n) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, and ( o) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the tenantsleased premises or the Improvements of which the leased premises are a part.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightThe rent roll provided to Lender by Borrower (the “Occupancy Report”) is true, title or interest complete and correct in all material respects and the Property is not subject to any portion of the Premises Leases other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawOccupancy Report. Except as set forth on Exhibit "D"the Occupancy Report: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance, provided, however, and notwithstanding anything to the contrary herein or in the other Loan Documents, the Borrowers collectively, may collect Rents more than 30 days in advance in an aggregate amount not to exceed ten percent (10%) of all Rents collected in any particular year from the Property; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Occupancy Report, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, and if decided against Borrower, would materially and adversely affect Borrower’s ability to perform its obligations with respect to the Loan, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, and except as disclosed in the Occupancy Report, there is no present default by the tenant under any Lease, and no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default under a Lease, and enforcement of the Leases by Borrower or by Lender pursuant to an exercise of Lender’s rights under the Assignment of Leases would be subject to no good faith defenses of any kind under local law; (vii) all security deposits under Leases are as set forth on the Occupancy Report and are held in compliance with Applicable Laws; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder, and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder. For the purposes of Section 4.1(ii) herein, the representations contained in this Section shall be true, complete and correct in all material respects as of the date of the then most recent occupancy report delivered in accordance with Section 7.5(c) herein. Without limiting the generality of subsection (iii) above, no tenant of the Premises Borrower shall be deemed to be in Default under this Agreement or any of the Leases hasother Loan Documents if more than ten percent (10%) of Rents collected by such Borrower in any year are paid more than 30 days in advance by tenants, and shall so long as not at Closing have, prepaid any rent under any more than ten percent (10%) of the Leases for aggregate Rents collected by all Borrowers in such year are not paid more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants30 days in advance.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement (Global Self Storage, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right(a) With respect to non-residential Leases, title or interest in any portion of the Premises other than the leases (the "Leases") listed except as set forth on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule I: (i) each tenant the Leases are in full force and effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the Premisesgiving of notice, or both, would constitute defaults thereunder, (ii) the date copies of that tenant's leasethe Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) the expiration date of that tenant's lease, no Rent (ivincluding security deposits) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except month in advance of its due date, (iv) all work to be performed by Mortgage Borrower under each Lease has been performed as otherwise required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Mortgage Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Senior Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has informed Mortgage Borrower in writing that it intends to discontinue its business at its premises, (xi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Exhibit "D"Schedule I, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as set forth on Schedule I, (xii) no Tenant under any Lease has any right or option for additional space in the Improvements and (xiii) to Borrower’s Knowledge, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect.
(b) With respect to residential Leases, except as set forth on the rent rolls attached hereto as Schedule I: (i) the Leases are in full force and effect and there are no material defaults thereunder by either party beyond any applicable notice or cure period, and, to Borrower’s Knowledge, except for certain rent arrearages as of the date of this Agreement as set forth on Schedule I, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the copies of the Leases delivered to Lender are true and complete, and, there are no oral agreements with respect thereto, (iii) no Rent (including security deposits but not including last month’s rent) has been paid more than one (1) month in advance of its due date, (iv) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by tenants Mortgage Borrower to any Tenant has already been received by such Tenant, (v) Schedule I includes a true, correct and complete list of all security deposits made by Tenants at the Property which have heretofore not been returned applied (including accrued interest thereon), all of which are held by Mortgage Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (vi) to Borrower’s Knowledge, each Tenant under a Major Lease is free from bankruptcy or applied reorganization proceedings, and (vii) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Schedule I, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as set forth on Schedule I.
(c) The rent roll attached hereto as Schedule I is true, complete and correct in all material respects and the Property is not subject to charges against any Leases other than the tenantsLeases described in Schedule I. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases.
Appears in 1 contract
Sources: Second Mezzanine Loan Agreement (Clipper Realty Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion The Mortgagor represents and warrants that as of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies date hereof:
(i) each tenant of the Leases identified in Schedule C attached hereto are the only Leases in existence on the date hereof relating to the Leasehold Premises, ;
(ii) true copies of such Leases have been previously delivered to the date of that tenant's lease, Mortgagee and there are no agreements with any Tenant under such Leases other than those agreements expressly set forth therein;
(iii) the expiration date Mortgagor is the sole owner of that tenant's lease, all of the Mortgagor’s Interest in such Leases;
(iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the such Leases is valid and subsisting and in full force and effect, constitutes a legal, valid and binding obligation of the tenant is in actual possession in Mortgagor and the normal courseapplicable Tenant thereunder, and is enforceable against the rents set forth in Exhibit "D" are the actual rents, income Mortgagor and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued such Tenant in accordance with law. Except its terms, except as set forth on Exhibit "D"enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;
(v) there is no tenant of the Premises default under any of such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such Leases has, and shall not at Closing have, prepaid any rent under any have been paid in full;
(vii) none of the Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Mortgagee pursuant to the provisions hereof;
(viii) none of the Rents (other than any security deposit collected in accordance with the provisions of the applicable Lease) have been collected for more than one (1) month. Except as otherwise set forth on month in advance;
(ix) there exist no offsets or defenses to the payment of any portion of the Rents and the Mortgagor owes no monetary obligation to any Tenant under any such Lease, excepting only obligations for the payment of utilities used by the Mortgagor in any of the premises subject to the Leases identified in Exhibit "D"C;
(x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of any such Lease;
(xi) no such Lease contains any option to purchase, no security deposits right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such Lease is subordinate to this Mortgage either by tenants have heretofore been returned law, pursuant to its terms or applied pursuant to charges against the tenantsa recordable Subordination Agreement.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant of is true, complete and correct in all material respects and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll: (a) each Lease is in full force and effect; (b) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (c) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (d) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (e) no tenant has made any written claim against the landlord under any Lease which remains outstanding, to Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and to Borrower’s knowledge no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (f) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (g) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.9 hereof; (h) Borrower is the sole owner of the entire lessor’s interest in each Lease; (i) each Lease is the valid, binding and enforceable obligation of Borrower and to Borrower’s knowledge the applicable tenant thereunder; (j) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases; (k) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant under any Lease has already been received by such tenant; (n) intentionally omitted; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (q) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant of the Premises holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and its employees occupy such leased premises; and (r) no tenant under any Lease has any right or option for additional space in the Improvements. The copies of the Leases hasdelivered to Lender are true, complete and accurate in all respects, and shall not at Closing have, prepaid any rent under any there are no oral agreements with respect thereto. None of the Leases for more than one (1) monthcontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Except as otherwise set forth on Exhibit "D"Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no security deposits by other Person has any interest therein except the tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 1 contract
Sources: Loan Agreement (OVERSTOCK.COM, Inc)
Leases. There Borrower has delivered to Agent true, correct and complete copies of all Major Leases and, as of the Closing Date, all Leases in effect as of the Closing Date. As of the Closing Date, there are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Leases with respect to the Premises other than the leases Leases delivered to Agent in connection with the closing of the Loan. Except as Borrower has otherwise notified Agent in writing: (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (ia) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Major Lease is valid and subsisting and in full force and effect, ; (b) all Rents due and payable under the tenant Major Leases have been paid and no portion of any Rent has been paid for any period more than thirty (30) days in advance; (c) to Borrower’s knowledge there is no claim or basis for a claim by the Lessee under any Major Lease for an adjustment to its fixed rent; (d) no default in actual possession in the normal courseany material respect by Borrower exists under any Major Lease, and no event exists which, with the rents set forth giving of notice or passage of any cure period, or both, would constitute a default in Exhibit "D" any material respect by Borrower under any Major Lease; (e) to Borrower’s knowledge, there are no offsets, claims or defenses to the actual rentsenforcement by Borrower of any Major Lease presently outstanding; (f) Borrower has not received a notice of default under any Major Lease which remains outstanding; (g) to Borrower’s knowledge, income no default by any Lessee in any material respect exists under any Major Lease, and charges being collected no grounds for termination by Seller any Lessee exists, and no event exists which, with the giving of notice or passage of any cure period, or both, would constitute a default in any material respect by any Lessee under any Major Lease or give rise to any right of any Lessee to terminate any Lease; (h) each Lease represents the entire agreement between Borrower and the Lessee thereunder with respect to the leasing of space at the Premises, and there are no other agreements or representations, written or oral, between Borrower and such Lessee with respect to thereto; (i) Borrower has obtained all consents necessary to assign the Major Leases to Agent pursuant to the Loan Documents; (j) no Lease contains any option to purchase or right of first refusal to purchase the Mortgaged Property or any part thereof; (k) all Security Deposits under the Leases. Any tenant improvements which Seller is obligated to complete Leases are held pursuant to any Lease has been completed as of this date or shall be completed as of ClosingSection 2.15 hereof, and Borrower and Property Manager, if any, are in compliance with all costs for completed work has Legal Requirements with respect to all Security Deposits; (l) no use restriction contained in any Major Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Major Lease, any Permitted Encumbrance or any Premises Document; and (m) all Major Leases have been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued entered into in accordance with law. Except as set forth on Exhibit "D", no tenant of the Permitted Encumbrances and the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsDocuments.
Appears in 1 contract
Leases. There To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule VII attached hereto, (a) the Properties are not subject to any Leases other than the Leases described in said Schedule VII, (b) each Borrower is the owner and lessor of the landlord’s interest in each such Lease affecting its Property, (c) no oral or written leases or rights of occupancy or grants or claims of right, title or Person has any possessory interest in any portion Property or any right to occupy the same except under and pursuant to the provisions of the Premises other than the leases (the "such Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ixd) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the commercial Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effecteffect and there are no material defaults thereunder by either party and there are no conditions that, with the tenant is in actual possession in passage of time or the normal coursegiving of notice, or both, would constitute material defaults thereunder, (e) the copies of the commercial Leases delivered to Lender are true and complete, and the rents set forth in Exhibit "D" there are the actual rentsno oral agreements with respect thereto, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease (f) no Rent (including security deposits) has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as otherwise set forth required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Exhibit "D"Schedule VII has assigned its Lease or sublet all or any portion of the premises demised thereby, no security deposits by tenants have heretofore been returned such commercial tenant holds its leased premises under assignment or applied sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to charges against such Lease or otherwise to purchase all or any part of the tenantsProperty of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the Improvements.
Appears in 1 contract
Sources: Loan Agreement (Bref Hr, LLC)
Leases. There are no oral Seller shall or written has, (a) provided to Purchaser a true and materially complete copy of all documents constituting Leases; and (b) other than the Leases or as set forth in the Due Diligence Items, Seller has not, entered into any leases or rights of occupancy other agreements that remain in effect granting third parties the right to occupy or grants an option to purchase all or claims of right, title or interest in any portion of the Premises Property. There are no leases (or other agreements regarding occupancy) of space in the Property which will be in force on the Closing Date other than the leases (the "Leases") listed Leases disclosed on the rent roll for the Property attached hereto as Exhibit "D"“I” (the “Rent Roll”); provided, for the avoidance of doubt, Seller does not represent that all amendments or modifications to such Leases are disclosed on the Rent Roll. Exhibit "D" identifies (i) each tenant The Rent Roll delivered or made available to Purchaser pursuant to the terms of this Agreement is that prepared in the ordinary course of Seller’s ownership of the PremisesProperty. No rent is past due or delinquent as of the Effective Date except as identified in the Rent Roll or any aged receivables report included in the Due Diligence Items. To Seller’s knowledge, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ixa) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effect, the (b) neither Seller nor any tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller monetary default or material non-monetary default under any of the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except except as set forth on Exhibit "D"the Rent Roll or any aged receivables report included in the Due Diligence Items, and (c) no tenant of the Premises under any of Lease has filed for bankruptcy. Prior to Closing, all common area maintenance and other reimbursable operating expenses for periods prior to the Leases has, calendar year in which the Closing occurs have been finalized and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantssettled with each respective tenant.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Newegg Commerce, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D"Schedule II (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described on the Rent Roll. Exhibit "D" identifies (i) each tenant Borrower is the owner and lessor of landlord’s interest in the Premises, (ii) Leases. No Person has any possessory interest in the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount Property or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents occupy the same except under and pursuant to the Leases, and neither such right nor any provisions of the Leases has been assigneddescribed on the Rent Roll, pledged, hypothecated or otherwise encumbered arrearage reports and Tenant estoppels delivered to and approved by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawAdministrative Agent. Except as set forth on Exhibit "D"the Rent Roll, and to Borrower’s knowledge: (i) the Leases are in full force and effect and there are no tenant of defaults thereunder by either party, (ii) Borrower has delivered to Administrative Agent all the Premises under any copies of the Leases hasin Borrower’s possession, and shall not at Closing have, prepaid any rent under any of the Leases for (iii) no Rent (other than security deposits) has been paid more than one (1) month. Except month in advance of its due date, (iv) except as otherwise disclosed on Schedule III attached hereto all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant or are to be received by the Tenant after the date hereof pursuant to the express terms of the applicable Lease, (vi) except as set forth on Exhibit "D"in the Rent Roll, no the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Administrative Agent a true, correct and complete list of all security deposits made by tenants Tenants at the Property which have heretofore not been returned applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) no Tenant under any Lease (or applied any sublease) is a Borrower Related Party, (ix) the Tenants under Leases are open for business and paying full, unabated rent and no Tenant has requested to charges against discontinue its business at its demised premises, (x) other than pursuant to the tenantsLeasing Agreement, there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, and (xi) no Tenant has or is asserting any claim of offset or other defense, counterclaim or other claim in respect of such Tenant’s obligations or the lessor’s rights under any Lease. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Borrower is sole owner of the lessor’s entire right, title and interest in and to the Leases.
Appears in 1 contract
Sources: Senior Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Leases. There Borrower has delivered to Agent true, correct and complete copies of all Leases, if any, in effect as of the Closing Date. As of the Closing Date, there are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Leases with respect to the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether delivered to Agent in connection with the latest rent due closing of the Loan. Except as Borrower has been paidotherwise notified Agent in writing, (via) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Major Lease is valid and subsisting and in full force and effect; (b) all Rents due and payable under the Major Leases have been paid and no portion of any Rent has been paid for any period more than thirty (30) days in advance; (c) there is no claim or basis for a claim by any Lessee under any Major Lease for an adjustment to such fixed rent; (d) no Lessee under a Major Lease has made any claim in writing against Borrower or Property Manager which remains outstanding that Borrower or Property Manager is in default under its applicable Lease; (e) no material default has occurred by Borrower or, to Borrower’s knowledge, any Lessee under any Major Lease, and no event which, with the giving of notice or passage of time, or both, would constitute a material default by Borrower or, to Borrower’s knowledge, any Lessee under any Major Lease, has occurred; (f) each Major Lease is the valid, binding and enforceable obligation of Borrower and, to Borrower’s knowledge, the tenant applicable Lessee thereunder; (g) each Major Lease is subordinate to the Mortgage and the other Loan Documents; (h) all Security Deposits under the Major Leases are held pursuant to Section 2.18 hereof, and Borrower is in actual possession compliance with all Legal Requirements with respect to all Security Deposits; (i) no use restriction contained in any Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Premises Document; (j) no Lease contains any option to purchase or right of first refusal to purchase the normal coursePremises or any part thereof; (k) to Borrower’s knowledge, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller Lessees under the Major Leases are in occupancy of the premises leased under their Major Leases. Any tenant improvements which Seller is obligated ; and (l) to complete pursuant to Borrower’s knowledge, no Lessee under any Major Lease has been completed (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as of this date or shall be completed as of Closingthey become due, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains(iii) filed a petition, where required by law or otherwise applicableinstituted, interest which has accrued in accordance with law. Except as set forth on Exhibit "D"or consented to the institution against it of, no tenant proceedings to take advantage of any law relating to bankruptcy, insolvency or reorganization or the Premises under any relief of debtors, (iv) made an assignment for the Leases has, and shall not at Closing have, prepaid any rent under any benefit of the Leases for more than one its creditors or (1v) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantssuspended payment of its obligations.
Appears in 1 contract
Leases. There are no oral (a) No Property Owner has entered into any Lease which continues in existence or written leases or rights of occupancy or grants or claims of rightis bound by any such Lease, title or interest in any portion of the Premises other than the leases Approved Leases.
(b) Rent has not been collected under any of the "Leases"Leases more than one (1) listed month in advance of the due date. Except as disclosed on the rent roll Rent Rolls attached hereto as Exhibit "D"E-1 through and including Exhibit E-4, the term of each Lease has commenced and the tenant has commenced the full payment of rent under such Lease without the tenant thereunder being entitled to any abatement thereof. Except as disclosed on the Rent Rolls attached hereto as Exhibit "D" identifies E-1 through and including Exhibit E-4, no Property Owner is required to perform any tenant work or pay any work allowances under any Lease. All security and other escrow deposits made under any Lease are being, and have been held, in accordance with all Legal Requirements and the terms of such Lease. Except as disclosed on the Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4, no tenant under a Lease has any right of expansion, extension, cancellation or any other option pursuant to such Leases, and no tenant has any right of set off or reduction against rent.
(ic) each tenant Each of the PremisesLeases has been duly authorized, (ii) approved and executed by all parties thereto and constitutes the date legal, valid and binding obligations of that tenant's leasethe parties thereto, (iii) enforceable against the expiration date parties thereto in accordance with their respective terms. Borrower has delivered true, correct and complete copies of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs Leases (including, without limitation, taxesall amendments and supplements thereto and guaranties thereof) to Lender.
(d) Each of the Leases is in full force and effect and there are no monetary or other material defaults by the applicable Property Owner thereunder, and, to the best knowledge of Borrower, except as set forth on the Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4, there are no monetary or other material defaults by any tenant thereunder. No Borrower Affiliate, Manager or any other Person acting on any Borrower Affiliate's behalf has given or received any notice of default under any of the Leases that remains uncured or in dispute, and no Property Owner is intending to deliver such a notice of default within the thirty (30) days following the date hereof.
(e) Borrower has delivered to Lender true, correct and complete copies of all guaranties of Leases and all costssuch guaranties are in full force and effect and constitute the legal, expenses valid and other charges payable by binding obligations of the tenant under the Leaseparties thereto, enforceable against such parties in accordance with their respective terms.
(vf) arrearagesThe Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4 are true, if anycorrect and complete in all material respects.
(g) The Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4 set forth a true, correct and whether the latest rent due has been paid, (vi) the amount complete list of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or all security deposits made by tenants at each Property which have not been applied (including accrued interest thereon), all of which are held by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued applicable Property Owner in accordance with law. the terms of the applicable Lease and all applicable Legal Requirements.
(h) Except as set forth on Exhibit "D"E-1 through and including Exhibit E-4, to the best of Borrower's knowledge, each tenant under a Lease is free from bankruptcy or reorganization proceedings.
(i) No tenant under any Lease (or any sublease) is an Affiliate of Borrower or any Borrower Affiliate, except as disclosed otherwise on Exhibit F attached hereto and made a part hereof.
(j) There are no tenant brokerage fees or commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases existing on the Effective Date, including by reason of any extension of such Lease or expansion of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsspace leased thereunder.
Appears in 1 contract
Leases. There are no oral or written leases or rights A rent roll with respect to all Leases of occupancy or grants or claims of right, title or interest in any portion of the Premises Mortgaged Properties (current as of the date set forth thereon) is accurate and completely set forth in Schedule 6.22
(1) as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower. The Leases reflected on such rent roll constitute the sole and complete agreements and understandings relating to leasing or licensing of space in the Buildings or otherwise at the Mortgaged Properties. The Borrower has delivered to the Agent a true and complete copy of all Major Leases. There are no occupancies, rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Properties other than pursuant to the leases (the "Leases") listed Leases reflected on the rent roll attached hereto set forth in Schedule 6. 22
(1) Except as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (iiset forth in Schedule 6.22(1) the date of that tenant's lease, Leases reflected on the Schedule 6.22
(iii1) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and roll are in full force and effect, the in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant is in actual possession in the normal coursethereunder, and the Mortgagor has not given or made, or received, any notice of default, or any material claim, which remains uncured or unsatisfied, with respect to any of the Major Leases and, to the best of the Borrower's knowledge there is no basis for any such claim or notice of default by any tenant. The Schedule 6.22
(1) rent roll accurately and completely sets forth all rents set forth payable by tenants, no tenant having paid more than one month's rent in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leasesadvance. Any All tenant improvements which Seller is obligated or work to complete be done, furnished or paid for by the landlord, or credited or allowed to a tenant, for, or in connection with, the Buildings pursuant to any Lease has been completed as of this date and paid for, or shall be completed as of Closingprovided for in a manner satisfactory to the Agent, and all costs for completed work has been or shall will be paid for by Sellerthe Borrower in the ordinary course of the Borrower's business. The amount No leasing, brokerage or like commissions, fees or payments are due from the Borrower in respect of each security deposit containsthe Leases, where required or will be paid for by law or otherwise applicable, interest which has accrued the Borrower in accordance with lawthe ordinary course of the Borrower's business. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one Schedule 6.22
(1) month. Except as otherwise set forth on Exhibit "D"rent roll, no security deposits all tenants under all Leases are in occupancy and operating the premises covered by tenants have heretofore been returned or applied to charges against such Leases within the tenantspermitted uses under such Leases.
Appears in 1 contract
Sources: Loan Agreement (Liberty Property Limited Partnership)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases To Borrower’s knowledge (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (ia) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Major Lease is valid and subsisting and in full force and effect; (b) the premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the tenant is in actual possession in the normal coursepart of Borrower has been completed, and the rents Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Major Lease; (d) all Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) no Tenant has made any written claim of a material default against the landlord under any Major Lease which remains outstanding; (f) there is no present material default by the Tenant under any Major Lease and such Tenant’s use and occupancy of its leased premises does not violate the Controlled Substances Act; (g) all security deposits under the Major Leases have been collected by Borrower or Operating Lessee; (h) Borrower or Operating Lessee is the sole owner of the entire landlord’s interest in each Major Lease; (i) each Major Lease is the valid, binding and enforceable obligation of Borrower and/or Operating Lessee and the applicable Tenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in Exhibit "D" are the actual rentsMajor Leases; (j) no Person has any possessory interest in, income and charges being collected by Seller or right to occupy, any Individual Property or any portion thereof except under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any terms of a Lease has been completed or as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any a hotel guest; (k) none of the Leases hascontains any option or offer to purchase or right of first refusal or right of first offer to purchase or lease any Individual Property or any part thereof; (l) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Lender, and shall not no other Person has any interest therein except the Tenants thereunder; and (m) no conditions exist or events have occurred which now give any Tenant the right to cease operations at Closing haveits leased premises (i.e., prepaid “go dark”), terminate its Lease or pay reduced Rent pursuant to the provisions of its Lease. Borrower represents that it has heretofore delivered to Lender true, correct and complete copies of all Major Leases and any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned and all amendments or applied to charges against the tenantsmodifications thereof.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right(a) With respect to non-residential Leases, title or interest in any portion of the Premises other than the leases (the "Leases") listed except as set forth on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule I: (i) each tenant the Leases are in full force and effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the Premisesgiving of notice, or both, would constitute defaults thereunder, (ii) the date copies of that tenant's leasethe Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) the expiration date of that tenant's lease, no Rent (ivincluding security deposits) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except month in advance of its due date, (iv) all work to be performed by Mortgage Borrower under each Lease has been performed as otherwise required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Mortgage Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Mortgage Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has informed Mortgage Borrower in writing that it intends to discontinue its business at its premises, (xi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Exhibit "D"Schedule I, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as set forth on Schedule I, (xii) no Tenant under any Lease has any right or option for additional space in the Improvements and (xiii) to Borrower’s Knowledge, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect.
(b) With respect to residential Leases, except as set forth on the rent rolls attached hereto as Schedule I: (i) the Leases are in full force and effect and there are no material defaults thereunder by either party beyond any applicable notice or cure period, and, to Borrower’s Knowledge, except for certain rent arrearages as of the date of this Agreement as set forth on Schedule I, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the copies of the Leases delivered to Lender are true and complete, and, there are no oral agreements with respect thereto, (iii) no Rent (including security deposits but not including last month’s rent) has been paid more than one (1) month in advance of its due date, (iv) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by tenants Mortgage Borrower to any Tenant has already been received by such Tenant, (v) Schedule I includes a true, correct and complete list of all security deposits made by Tenants at the Property which have heretofore not been returned applied (including accrued interest thereon), all of which are held by Mortgage Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (vi) to Borrower’s Knowledge, each Tenant under a Major Lease is free from bankruptcy or applied reorganization proceedings, and (vii) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Schedule I, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as set forth on Schedule I.
(c) The rent roll attached hereto as Schedule I is true, complete and correct in all material respects and the Property is not subject to charges against any Leases other than the tenantsLeases described in Schedule I. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion The Grantor represents and warrants that as of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies date hereof:
(i) each tenant of the Leases identified in Schedule C attached hereto are the only Leases in existence on the date hereof relating to the Premises, ;
(ii) true copies of such Leases have been previously delivered to the date of that tenant's lease, Beneficiary and there are no agreements with any Tenant under such Leases other than those agreements expressly set forth therein;
(iii) the expiration date Grantor is the sole owner of that tenant's lease, all of the Grantor’s Interest in such Leases;
(iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the such Leases is valid and subsisting and in full force and effect, constitutes a legal, valid and binding obligation of the tenant is in actual possession in Grantor and the normal courseapplicable Tenant thereunder, and is enforceable against the rents set forth in Exhibit "D" are the actual rents, income Grantor and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued such Tenant in accordance with law. Except its terms, except as set forth on Exhibit "D"enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;
(v) there is no tenant of the Premises default under any of such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such Leases has, and shall not at Closing have, prepaid any rent under any have been paid in full;
(vii) none of the Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Beneficiary pursuant to the provisions hereof;
(viii) none of the Rents (other than any security deposit collected in accordance with the provisions of the applicable Lease) have been collected for more than one (1) month. Except as otherwise set forth on Exhibit "D"month in advance;
(ix) there exists no offsets or defenses to the payment of any portion of the Rents and the Grantor owes no monetary obligation to any Tenant under any such Lease;
(x) the Grantor has received no notice from any Tenant challenging the validity or enforceability of any such Lease; and
(xi) no such Lease contains any option to purchase, no security deposits by tenants have heretofore been returned right of first refusal to purchase, right of first refusal to relet, or applied any other similar provision; and
(xii) each such Lease is subordinate to charges against the tenantsthis Deed of Trust either pursuant to its terms or pursuant to a recordable Subordination Agreement.
Appears in 1 contract
Sources: Credit Line Deed of Trust (Jacobs Entertainment Inc)
Leases. There As of the date hereof, the rent rolls attached hereto as Schedule I are true, complete and correct and no oral or written leases or rights Property is subject to any Leases other than the Leases described in Schedule I. Borrowers are the owners and lessors of occupancy or grants or claims of right, title or landlord’s interest in the Leases. No Person has any possessory interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount Property or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents occupy the same except under and pursuant to the Leases, and neither such right nor any provisions of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawGround Lease. Except as set forth on Exhibit "D"the rent rolls attached hereto as Schedule I or otherwise provided from time to time pursuant hereto: (i) the Leases are in full force and effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and, to Borrower’s knowledge, there are no tenant conditions that, with the passage of time or the Premises under any giving of notice, or both, would constitute defaults thereunder, (ii) the copies of the Leases hasdelivered to Agent are true and complete, and shall not at Closing havethere are no oral agreements with respect thereto, prepaid any rent under any of the Leases for (iii) no Rent (including security deposits) has been paid more than one (1) month. Except month in advance of its due date, (iv) all work to be performed by any Borrower under each Lease has been performed as otherwise set forth on Exhibit "D"required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrowers have delivered to Agent a true, correct and complete list of all security deposits made by Tenants at each Property which have not been applied (including accrued interest thereon), all of which are held by Borrowers in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is a Borrower Related Party, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (xi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to Agent in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as has previously been disclosed to Agent in writing, (xii) except as expressly provided in any Lease, no security deposits by tenants have heretofore Tenant under any Lease has any right or option for additional space in the Improvements, and (xiii) to Borrowers’ knowledge, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. There has been returned no prior sale, transfer or applied to charges against assignment, hypothecation or pledge of any Lease or of the tenantsRents received therein which is still in effect.
Appears in 1 contract
Sources: Loan Agreement (Pacific Office Properties Trust, Inc.)
Leases. There The Security Property is not subject to any Leases other than the Leases described in the rent roll delivered to Lender in connection with this Security Instrument. No person has any possessory interest in the Security Property or right to occupy the same except under and pursuant to the provisions of the Leases. As of the date hereof, (i) the Borrower is the owner and holder of the landlord’s interest under each Lease; (ii) there are no oral prior assignments of any Lease or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Rents which are presently outstanding and have priority over the Premises other than the leases Assignment of Leases and Rents (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant “Assignment of the PremisesLeases and Rents”), (ii) dated the date of that tenant's leasehereof, given by Borrower to Lender and intended to be duly recorded; (iii) the expiration Leases have not been modified or amended, except as disclosed to Lender in writing on the date of that tenant's lease, hereof; (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Lease is valid and subsisting and in full force and effect; (v) other than disclosed on Exhibit B attached hereto, the neither Borrower nor any tenant under any Lease is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to default beyond any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises applicable cure period under any of the Leases hasterms, covenants or provisions of the Lease, and shall not at Closing haveBorrower knows of no event which, prepaid any rent but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to the best of Borrower’s knowledge, there are no offsets or defenses to the payment of any portion of the Leases for Rents; and (vii) all Rents due and payable under each Lease have been paid in full and no said Rents have been paid more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against month in advance of the tenantsdue dates thereof.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Financing Statement (Prime Group Realty Trust)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightBorrowers have delivered to Lender a true, title or interest in any portion of correct and complete rent roll for the Premises other than the leases Properties (the "LeasesRENT ROLL") listed on ), which includes all commercial Leases affecting the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawProperties. Except as set forth on Exhibit "D"the Rent Roil: (i) each commercial Lease is in full force and effect; (ii) the tenants under the commercial Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under such Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the commercial Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent payable under each commercial Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any commercial Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any commercial Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any commercial Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.6; (viii) the applicable Borrower is the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder, (x) no Person has any possessory interest in, or night to occupy, any Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases has, and shall not at Closing have, prepaid contains any rent under any option to purchase or right of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.first refusal to
Appears in 1 contract
Sources: Loan Agreement (Lodgian Inc)
Leases. There are no oral or written The schedule of leases or rights of occupancy or grants or claims of right, title or interest in any portion of for the Premises other than the leases (the "Leases") listed on the rent roll Property attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 5.3.2, (the “Lease Schedule”) reflects (i) each tenant of all leases, subleases by 10/120 Ground Lessee, occupancy licenses, and other occupancy agreements or tenancies affecting the PremisesProperty and, to the Seller’s knowledge, approved subleases (collectively, the “Leases”); (ii) all outstanding obligations of each of the date of that tenant's lease, Property LLCs to construct or pay for tenant improvements in connection with the Leases; (iii) any outstanding leasing commissions in connection with the expiration date of that tenant's lease, Leases; and (iv) all security deposits under the annual Leases and monthly minimum rental chargeany application, including an indication of those security deposits which are in the form of a letter or letters of credit. Each of the Leases is in full force and effect and neither the applicable Property LLC nor to Seller’s knowledge the tenant thereunder is in default under any Lease (beyond any applicable grace or cure period), and there are no rent delinquencies of more than thirty (30) days. None of Seller, the tenant's share Property Managers, Illinois Manager or the Property LLCs have received written notice from any tenant under the Leases of building operating costs (any unperformed obligation of the landlord under any of the Leases, including, without limitation, taxes) and failure of the landlord to construct any and all costsrequired tenant improvements. None of Seller, expenses and other charges payable the Property Managers, Illinois Manager or the Property LLCs have been advised in writing of any claims or disputes giving rise to any setoff by the any tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's ’s knowledge, each with respect to the Leases as of the Leases is valid date hereof, all tenant improvement allowances have been paid and subsisting and all tenant improvements have been completed. There are no brokers’ commissions, finders’ fees, or other charges payable or to become payable to any third party on behalf of Seller as a result of or in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under connection with the Leases. Any tenant improvements which Seller is obligated , including, without limitation, any unexecuted options to complete pursuant to any Lease has been completed as of this date expand or shall be completed as of Closingrenew, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except except as set forth on Exhibit "D", no tenant of the Premises under any Schedule 5.3.2. The copies of the Leases haspreviously delivered by or on behalf of Seller to Purchaser are true, correct and complete copies of the Leases. The termination of any Lease prior to Closing by reason of the tenant’s default or the termination of such Lease shall not at Closing have, prepaid affect the obligations of Purchaser under this Agreement in any rent under any manner or entitle Purchaser to an abatement of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges credit against the tenantsPurchase Price or give rise to any other claim on the part of Purchaser. To the extent that any real property held by any Trust is used as a hotel or other lodging facility, such real property is either (i) leased to a hotel operator unrelated to such Trust or (ii) leased to a taxable REIT subsidiary of such Trust at a market rate and operated on behalf of such taxable REIT subsidiary by an eligible independent contractor, as such terms are defined in the Code.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Behringer Harvard Reit I Inc)
Leases. There are no oral With respect to the Leases: (a) the Rent Roll certified by Borrower and dated on or written leases or rights of occupancy or grants or claims of rightabout the Closing Date is true, title or interest in any portion of complete and correct and the Premises Property is not subject to Leases other than the leases (the "Leases") listed Leases identified on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Leasesuch Rent Roll; (viiib) any options Borrower has delivered to renewLender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, extend, purchase, cancel modify or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under supplement the Leases, except as otherwise disclosed to Lender in writing and neither such right nor any acknowledged by Lender; (c) each Lease, by its terms, is subordinate to the lien of the Security Instrun1ent or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (d) Borrower is the sole owner of the entire lessor's interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (e) all of the Leases are bona fide, arm's-length agreements with tenants unrelated to Borrower; (f) none of the Rents has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D"month in advance (and for such purpose, no a security deposit shall not be deemed Rent collected in advance); (g) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower in the full amount reported on the Rent Roll; (h) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant or alternatively, if any work is not yet complete, Borrower is not in default of its obligations thereunder with respect to such work; (i) no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; G) Borrower has not received notice from any tenant challenging the validity or enforceability of any Lease; (k) all payments due from tenants under the Leases are current; (1) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (m) each Lease contains a right of first refusal to purchase (but no option to purchase or related provision); provided, however, that such right shall not apply to Lender in connection with a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Loan Documents, but such right shall apply to subsequent purchasers of the Property from Lender, and no Lease contains any other similar provision that is otherwise not subordinate to the lien of the Security Instrument pursuant to the terms of a subordination agreement delivered in connection with the closing of the Loan; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any Affiliate of Borrower regarding any Lease which have heretofore not been returned or applied disclosed in writing to charges against Lender and for which adequate amounts have not been set aside in the tenantsTI/LC Reserve Account.
Appears in 1 contract
Sources: Loan Agreement (Cole Credit Property Trust V, Inc.)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion (a) Each of the Premises Lease and the other than Lease Documents to be assigned at a Closing has been duly authorized, executed and delivered by Seller, and Lessee has accepted the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant Equipment under the such Lease, (v) arrearagesand the Lease and the other Lease Documents are and will, if anyat the time of such Closing, be valid, binding and whether enforceable against the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; lessee in accordance with their terms and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, in full force and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closingeffect. To the best of Seller's knowledge, each the representations and warranties made by the Lessee in the Lease Documents are true and correct in all material respects on and as of the Closing Date as if made thereon (unless such representations and warranties specifically relate to an earlier date); to the best of Seller's knowledge, the lessee has not taken any action which might result in the creation of any Lien on the Equipment, except Permitted Liens; Seller has not breached any of its obligations under any of the Lease Documents; to the best of Seller's knowledge, there has been no material damage or event of loss with respect to the Equipment nor is there any condemnation proceeding pending with respect thereto; no Default exists under the Lease or the other Lease Documents; Lessee executed only one (1) original counterpart of the Lease, except for counterparts marked "Duplicate"; the Lease is not a "consumer lease" as defined in Section 2A-103(1)(e) of the Uniform Commercial Code; and the Lessee under the Lease is responsible for the maintenance of the Equipment and such Lease requires the lessee to assume all risk of loss for such Equipment.
(b) Seller has delivered to Purchaser two days before the applicable Closing Date, the originals of the applicable Lease and the Lease Documents.
(c) The Lessee's obligations under the Leases are absolute and unconditional and are not subject to any reductions, abatements, set offs, defenses or counterclaims and, to Seller's knowledge, no such rights have been asserted or threatened with respect to such Leases.
(d) Seller has complied in all material respects in connection with the transactions contemplated by the Lease Documents and will continue to so comply as of the Closing Date with all Applicable Laws, including, without limitation, usury, equal credit opportunity, truth-in-lending, disclosure, and recording laws.
(e) The Lessee under the Lease, as applicable, is valid required to maintain casualty insurance with respect to the Equipment; as of the Closing Date, all policies of insurance required by this Agreement and subsisting the Financing Documents have been validly issued and remain in full force and effect, ; and Seller has caused or will cause to be performed any and all acts required to assign to Purchaser its rights under the tenant is in actual possession in insurance policy as they relate to the normal courseLease, and the rents set forth in Exhibit "D" are the actual rentsrelated Equipment, income sold to Purchaser.
(f) All brokers and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to other persons having a claim for a commission, fee or like arrangement arising out of any Lease has have been completed as of this date or shall be completed as of Closingfully paid and satisfied, and all costs for completed work such brokers or other Persons are duly licensed and authorized to refer such transactions to Seller.
(g) As of the Closing Date, the Lessee under the Lease, is not subject to any proceedings under any Bankruptcy Law.
(h) The Lease is a United States dollar-denominated obligation.
(i) The Lease does not require the prior consent of or notification to the lessee or contain any other restriction on the transfer or assignment of such Lease (other than a consent or waiver of any such restriction that has been or shall be paid by Seller. The amount obtained prior to the Closing Date, and a copy of each security deposit contains, where required by law or otherwise applicable, interest which has accrued been provided to Purchaser prior to the Closing Date).
(j) The Lease is not an obligation of any Governmental Authority.
(k) Seller has provided to Purchaser a notification of assignment of such Lease to Purchaser, in accordance with law. Except as set forth on Exhibit "D", no tenant of form sufficient for Purchaser to provide to the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantslessee.
Appears in 1 contract
Leases. There are no oral or written leases or rights The rent roll (the "Rent Roll") attached hereto as Exhibit C-1 is ----------- true, correct and complete in all material respects as of occupancy or grants or claims the date of rightthis Agreement. Exhibit C is a complete and accurate schedule (the --------- "Lease Schedule") of the Leases now in effect, title or interest in relating to any portion of the Premises other than Real Property, including the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) name of each tenant of the Premisestenant, (ii) the date of that each tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any Lease and all costsamendments or modifications, expenses if any, thereto, and other charges payable the amount of any security deposit, whether in the form of cash or a letter of credit, paid or deposited by the tenant under each Lease. There are no leases, license agreements, occupancy agreements or tenancies for any space in the LeaseReal Property other than those set forth on the Lease Schedule and there are no oral agreements relating to use or occupancy of any portion of the Real Property or any oral leases which will be binding upon any portion of the Real Property or Purchaser other than set forth on the Lease Schedule. Except as may be otherwise disclosed on the Rent Roll or the Lease Schedule:
(i) Each of the Leases is in full force and effect according to the terms set forth therein subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, creditor's rights and other similar laws limiting the enforceability of creditor's rights generally, as from time to time in effect; and (ii) general principles of equity, whether considered in a proceeding at law or in equity.
(ii) there are no arrearages of base annual rent or any additional rent payable by any tenant in excess of one (1) month.
(iii) to the knowledge of Seller, none of the tenants are in default in the observance of any of the material covenants or conditions to be kept, observed or performed by it under its Lease beyond any applicable grace or cure period;
(iv) no tenant is entitled to any free rent, rebate, rent concession, deduction or offset not set forth in the Leases;
(v) arrearagesOther than any amounts that may be owing pursuant to any Lease entered into in compliance with the provisions of Section 4(d) of this Agreement, if anyno tenant is entitled to receive money, or any contribution from the landlord, either in money or in kind, on account of the construction of any improvements as a condition to commencement of the Leases and, except for the obligations disclosed on the Lease Schedule (which shall be the responsibility of Seller), all alterations, installations, decorations and whether other work required to be performed by the latest rent due has landlord under the Leases as a condition to commencement of the Leases have been paid, completed and fully paid for;
(vi) Seller has not received from any tenant under a Lease a written notice of default by Seller in performing any of its obligations as landlord under such Lease or a written notice of violation of any statute, rule, law, ordinance, or other legal regulation pertaining to the amount of prepaid rent, if any, Real Property or any part thereof; (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents rent under the Leases, each Lease and neither such right nor any of the Leases has not been assigned, pledged, hypothecated or otherwise encumbered by Seller encumbered, except for an assignment as additional collateral security for the payment of any indebtedness to any existing mortgage upon holder of the Premises which Real Property that Seller shall be satisfied discharge and release at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated prior to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.settlement hereunder; and
Appears in 1 contract
Leases. There are no oral or written leases or rights (a) Each of occupancy or grants or claims of right, title or interest in Borrower and Operating Lessee represents and warrants to Lender with respect to the Operating Lease that: (i) the Property is not subject to any portion of the Premises commercial Leases other than the leases (Operating Lease and the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premisescommercial Leases that have been delivered to Lender or hereafter entered into in accordance with this Agreement, (ii) Borrower is the date sole owner of that tenant's leasethe entire lessor’s interest in the Operating Lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases Operating Lease is valid and subsisting and in full force and effect, there are no defaults thereunder by either party, there are no conditions that, with the tenant passage of time or the giving of notice, or both, would constitute defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is in actual possession in the normal coursetrue and complete, and the rents set forth in Exhibit "D" there are the actual rentsno oral agreements with respect thereto, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease (v) no Rent (including security deposits) has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except month in advance of its due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to the payment of any portion of the Rents and, except as otherwise expressly set forth on Exhibit "D"in this Operating Lease, Borrower has no security deposits monetary obligation to Operating Lessee under the Operating Lease, (vii) Borrower has received no notice from Operating Lessee challenging the validity or enforceability of the Operating Lease, (viii) all work to be performed by tenants Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (ix) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and (x) Operating Lessee does not have heretofore been returned a right or applied option pursuant to charges against the tenantsOperating Lease or otherwise to purchase all or any part of the leased premises or the Improvements of which the leased premises are a part.
(b) Each of Borrower and Operating Lessee represents and warrants to Lender that the Property is not subject to any Major Leases as of the Closing Date.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies SCHEDULE 1.4(A) for each Property is a true, correct and complete schedule of all Leases, licenses, possessing agreements, and occupancy agreements relating to the Properties and (i) each tenant except with respect to the Properties known as ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of the Premises, (iiAmericas and ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇) was true and correct as of the date thereof, and (except with respect to the Properties known as ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of that tenant's leasethe Americas and ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇) there have been no material changes to such rent roll since the date thereof, (iiiexcept as set forth on SCHEDULE 1.4(B) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental chargeattached hereto. With respect to each Property, the tenantLeases (including all amendments, modifications and supplements thereto), are the only leases, licenses, tenancies, possession agreements and occupancy agreements affecting that Property on the date hereof in which that Entity holds the lessor's, licensor's share of building operating costs or grantor's interest thereunder and there are no other leases, licenses, tenancies, possession agreements or occupancy agreements affecting the Property (includingother than subleases, without limitationlicenses, taxes) and any and all costs, expenses and tenancies or other charges payable possession or occupancy agreements which may have been entered into by the tenant tenants, or their predecessors in interest, under such Leases); a true and complete copy of all such Leases have been delivered to the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's LeaseOperating Partnership; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the such Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and are in full force and effecteffect and have not been amended, the tenant is in actual possession in the normal coursemodified or extended, and the rents except as set forth in Exhibit "D" are SCHEDULE 1.4, and, except as indicated otherwise on SCHEDULE 1.4, the actual rentsEntities, income and charges being collected by Seller as landlord under the such Leases. Any tenant improvements which Seller , has not received any notice that it is obligated to complete pursuant to in default of any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest its obligations under such Leases beyond any applicable grace period which has accrued not been cured; fixed rent and additional rent are being billed to the tenants in accordance with law. Except the schedule set forth on SCHEDULE 1.4; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant claims a right to any of the foregoing, except as set forth on Exhibit "D"SCHEDULE 1.4; except as set forth on SCHEDULE 1.4, the Entities has received no written notice that any tenant contests its pro rata shares of tax increases as required by its Lease or that any tenant contests its pro rata shares of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it; except as set forth in SCHEDULE 1.4, no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for Lease is more than one thirty (130) month. Except days in arrears in the payment of rent; except as otherwise set forth on Exhibit "D"SCHEDULE 1.4, no security deposits tenant under any Lease has any purchase option or right of termination; no assignment of the Entities' rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth on SCHEDULE 1.4, with respect to any Leases entered into by tenants have heretofore been returned the Entities, no brokerage commissions will be due upon the failure of any tenant to exercise any cancellation right granted in its Lease or applied to charges against the tenantsupon any extension or renewal of such Leases.
Appears in 1 contract
Sources: Supplemental Representations and Warranties Agreement (Sl Green Realty Corp)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant is true, complete and correct as of the Premises, (ii) date thereof in all material respects and the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease which remains uncured, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and, to Borrower’s knowledge, the applicable tenant thereunder except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally, and by general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases; (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or will be pursuant to a subordination and attornment agreement to be entered into by L▇▇▇▇▇ and the applicable tenant; (xii) all work to be performed by Borrower prior to the date hereof under each Lease has been performed as required and except to the extent of ongoing work, has been accepted by the applicable tenant under such Lease; (xiii) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant under any Lease has already been received by such tenant; (xiv) no tenant under any Lease (or any sublease) is an Affiliate of Borrower; (xv) with respect to any Lease for commercial space at the Property, and after any applicable tenant has first opened for business, all tenants under the Leases are open for business and paying full, unabated rent; (xvi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and other than as payable pursuant to the terms of the Leasing Agreement no such fees or commissions will become due and payable in the future in connection with the existing Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (xvii) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (xviii) no tenant under any Lease has any right or option for additional space in the Improvements; and (xix) to Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. The copies of the Leases hasdelivered to Lender are true, correct and complete in all material respects, and shall not at Closing have, prepaid any rent under any of there are no oral agreements with respect thereto. Neither the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D"nor the Rents have been assigned or pledged except to Lender, and no security deposits by other Person has any interest therein except the tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 1 contract
Sources: Loan Agreement (Belpointe PREP, LLC)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due The entire Property has been paid, leased to American Express pursuant to the American Express Lease.
(via) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases The American Express Lease is valid and subsisting and in full force and effect, ; (b) the tenant premises demised under the American Express Lease have been completed and American Express has accepted possession of and is in actual possession occupancy of the demised premises; (c) American Express has commenced the payment of rent under the American Express Lease, there are no offsets, claims or defenses to the enforcement thereof and Borrower has no monetary obligations to American Express under the American Express Lease; (d) all Rents due and payable under the American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (c) the normal course, and rent payable under the rents American Express Lease is the amount of fixed rent set forth in Exhibit "D" the American Express Lease, and there is no claim or basis for a claim by American Express thereunder for an adjustment to the Rent; (f) Borrower is the sole owner of the entire landlord’s interest in the American Express Lease; (g) the American Express Lease is the valid, binding and enforceable obligation of Borrower and American Express thereunder and there are no agreements with American Express with respect to the actual rentsAmerican Express Lease other than as expressly set forth therein; (h) no Person has any possessory interest in, income and charges being collected by Seller or right to occupy, the Property or any portion thereof except under the Leases. Any tenant improvements which Seller is obligated American Express Lease; (i) except for the right of first refusal set forth in Article 4 and the right to complete pursuant offer to purchase the Property under Article 12, the American Express Lease does not contain any option or offer to purchase or right of first refusal to purchase the Property or any part, thereof; and (j) neither the American Express Lease has nor the Rents have been completed as of this date assigned or shall be completed as of Closingpledged except to Lender, and all costs for completed work no other Person has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, any interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantstherein.
Appears in 1 contract
Sources: Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightBorrowers represent and warrant to Administrative Agent and the Lenders with respect to the Residential Leases, title or interest in any portion of the Premises other than the leases (the "Leases"i) listed on to Borrowers’ Knowledge, the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) or Census Report for each tenant of the Premises, Project delivered to Administrative Agent is true and correct in all material respects; (ii) the date of that tenant's leaseto Borrower’s Knowledge, such Residential Leases are valid and in and full force and effect in all material respects; and (iii) the expiration date interests of that tenant's lease, (iv) the annual landlord and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant rents under the Lease, (v) arrearages, if any, Residential Leases have not been assigned or pledged except to Administrative Agent and whether the latest rent due has been paid, (vi) Lenders. Borrowers represent and warrant to Administrative Agent and the amount of prepaid rentLenders with respect to the Commercial Leases, if any, (i) to Borrowers’ knowledge, the rent roll with respect to such Commercial Leases delivered to Administrative Agent is true and correct in all material respects; (ii) to Borrowers’ Knowledge, such Commercial Leases are in full force and effect; (iii) the Commercial Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (iv) the copies of the Commercial Leases delivered to Administrative Agent are true and complete in all material respects; (v) neither the landlord nor any tenant is in monetary default or material non-monetary default under any of the Commercial Leases beyond any applicable notice, grace and cure periods; (vi) Borrowers have no knowledge of any notice of termination or default with respect to any Commercial Lease; (vii) Borrowers have not assigned or pledged any of the amount Commercial Leases, the rents or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by interests therein except to Administrative Agent and the tenant under said tenant's LeaseLenders; (viii) no Tenant under a Commercial Lease or other party has an option to purchase all or any options to renew, extend, purchase, cancel or terminateportion of any Project; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissionsexcept as set forth in the Commercial Leases delivered to Administrative Agent, no Tenant has the right to terminate its Commercial Lease prior to expiration of the stated term of such Commercial Lease (unless due to casualty or condemnation of the Projects); and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents no Tenant under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any a Commercial Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one month’s rent in advance (1) month. Except as otherwise set forth on Exhibit "D", no except for bona fide security deposits by tenants have heretofore been returned or applied not in excess of an amount equal to charges against the tenantsthree months’ rent).
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of Attached hereto as Schedule 10(h) is the Premises other than the leases a schedule (the "LeasesLease Schedule") listed on which is correct and complete, which includes the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) name of each tenant -25- Tenant of the Premises, (ii) Properties; the date of that tenanteach Tenant's leaseLease and all amendments, if any, thereto (iiiand if the Tenant is not the original lessee, the name of the original lessee); the approximate gross leaseable area of each leased premises; the current monthly base rent and monthly estimated "triple net" charges payable by each Tenant under its Lease; prepaid rent to the extent paid more than thirty (30) days in advance, if any; rent delinquencies, if any and a description of any material non-monetary defaults by Tenants known to Seller; the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the each Lease, (v) arrearages; subleases, if any, known to Seller; and whether the latest rent due has been paid, (vi) the amount of prepaid rentany security deposit held by Seller under each Lease, and whether any of the security deposits are letters of credit. There are no Leases or other tenancies for any space in the Properties other than those set forth on the Lease Schedule and any subtenants or licensees of the Tenants listed on such Schedule. Seller has delivered (or will promptly deliver after request by Buyer to the extent in Seller's possession), true, correct, complete and legible copies of each Lease (including all assignments thereof) and of subleases, if any, known to Seller (viito the extent that Seller has copies of such subleases in its possession) and any other agreements described in the amount Lease Schedule. Except as expressly set forth on the Lease Schedule:
(A) no Tenant has given Seller any written notice of its intention to terminate its Lease;
(B) all of the Leases are valid and are in full force and effect in accordance with their terms, there is no default by the landlord thereunder that would entitle any Tenant to terminate its Lease or description offset rent, and to Seller's knowledge, there is no default by any Tenant thereunder except as described in the Lease Schedule;
(C) (i) no construction, alteration, decoration or other work remains to be performed under any Lease by the landlord thereunder and (ii) all construction allowances or other sums to be paid to any Tenants have been paid. There are no written promises, understandings or commitments between Seller and any person or entity with respect to the foregoing which would be binding upon Buyer other than those contained in the Leases.
(D) all brokerage commissions and other compensation and fees payable by reason of the Leases (including any renewals or expansions contained in the Leases) have been fully paid. There exists no exclusive or continuing leasing or brokerage agreements as to any space in the Properties;
(E) no Tenant is entitled to any allowance, credit, rebate, concession, deduction or offset against rent except as set forth on the Lease Schedule; -26-
(F) no Tenant has paid any rent for any period of more than thirty (30) days in advance except as set forth on the Lease Schedule;
(G) each Tenant is now in possession of the premises leased to it under its Lease;
(H) none of the Tenants is in default in the payment of any concessionsamounts due for rent, allowancesadditional rent or other charges payable under its Lease;
(I) no renewal, rebatesextension or expansion options have been granted to any tenant, refunds, escrow or security deposits made by the tenant under said tenantexcept as set forth in such Tenant's Lease; ;
(viiiJ) no Tenant has an option or right of first refusal to purchase the Properties, or any options to renew, extend, purchase, cancel or terminate; part thereof;
(ixK) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents rent under the Leases, each Lease and neither such right nor any of the Leases has not been assigned, pledged, hypothecated hypothecated, or otherwise encumbered by in any manner that will survive the Closing;
(L) Neither Seller nor any affiliate of Seller has made a loan or other advance to, or has any ownership interest in, any Tenant or any affiliate of any Tenant, except for (i) the New Kentwood Lease attached as additional collateral for Exhibit T; (ii) the existing mortgage upon the Premises which shall be satisfied at tenant improvement allowances or before Closing. To the best of inducements ("Tenant Allowances") listed on Schedule 10(h)(1) which, to Seller's knowledge, shows both the amount of all Tenant Allowances that were paid to Tenants and the amount, if any, remaining to be paid in respect of the Tenant Allowances; and (iii) loans or other advances made by a Seller affiliate to D&W and/or V.G.'s, which loans or advances are not pursuant to the applicable Leases and do not affect either the landlord's or tenant's rights or obligations under the applicable Leases;
(M) There are no loans or other advances to Tenants for tenant improvements, past due rent, or otherwise by Seller or its affiliates except (i) for the Tenant Allowances listed on Schedule 10(h)(1) which, to Seller's knowledge, shows both the amount of all Tenant Allowances that were paid to Tenants and the amount, if any, remaining to be paid in respect of the Tenant Allowances; and (ii) loans or other advances made by a Seller affiliate to D&W and/or V.G.'s, which loans or advances are not pursuant to the applicable Leases and do not affect either the landlord's or tenant's rights or obligations under the applicable Leases; and.
(N) There are no pending or to Seller's knowledge, threatened audits by Tenants relating to common area maintenance charges, real -27- estate taxes, insurance, percentage rents or other items of additional rent paid or payable under the Leases; and
(O) Attached hereto as Schedule 10(h)(2) are aged receivable reports for each of the Leases is valid Centers which, to Seller's knowledge, are true and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantscorrect.
Appears in 1 contract
Leases. There (1) The leases with respect to the Oakton Property are no oral or written leases or rights of occupancy or grants or claims of rightspecified on Exhibit J-1 (collectively, title or interest in any portion the "Oakton Leases"); (2) the copies of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the PremisesOakton Leases provided or to be provided to Purchaser by Seller are true, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if anyaccurate, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leasescomplete, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Oakton Leases is valid and subsisting and in full force and effect; (3) neither any tenant under a Oakton Lease (each, the tenant a "Oakton Tenant") nor Seller is in default under any Oakton Lease, and, to Seller's actual possession in knowledge, there does not exist any condition, which, with the normal coursepassage of time or the giving of notice, shall constitute a default under any Oakton Lease, or any unsatisfied claim, set-off, or counterclaim against Seller by any Oakton Tenant; (4) there is not any action or proceeding pending, or, to Seller's actual knowledge, threatened, by any Oakton Tenant against Seller; (5) each of the Oakton Leases represents the complete agreement between Seller and the respective Oakton Tenant as to all rights, liabilities, and obligations of Seller and said Oakton Tenant in and to the rents property demised thereunder, and none of the Oakton Leases has been modified or amended except as set forth in Exhibit "D" are J-1; (6) the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as deposits set forth on Exhibit "D", no tenant K with respect to the Oakton Tenants are all of the Premises security deposits paid by or on behalf of Oakton Tenants under any of the Leases has, and shall not at Closing have, prepaid Oakton Leases; (7) no Oakton Tenant has paid any rent under or other charge of any nature for a period of the Leases for more than one month in advance; and (18) the rent roll with respect to the Oakton Property attached hereto as Exhibit L-1 is true and correct in all material respects as of the Effective Date. There also are specified on Exhibit J-1, to the best knowledge, information and belief of Seller, those certain subleases with respect to the Oakton Property.
(2) month. Except The leases with respect to the Towngate Property are specified on Exhibit J-2 (collectively, the "Towngate Leases"); (2) the copies of the Towngate Leases provided or to be provided to Purchaser by Seller are true, accurate, and complete, and each of the Towngate Leases is in full force and effect;
(3) neither any tenant under a Towngate Lease (the "Towngate Tenant") nor Seller is in default under any Towngate Lease, and, to Seller's actual knowledge, there does not exist any condition, which, with the passage of time or the giving of notice, shall constitute a default under any Towngate Lease, or any unsatisfied claim, set-off, or counterclaim against Seller by any Towngate Tenant; (4) there is not any action or proceeding pending, or, to Seller's actual knowledge, threatened, by any Towngate Tenant against Seller; (5) each of the Towngate Leases represents the complete agreement between Seller and the respective Towngate Tenant as otherwise to all rights, liabilities, and obligations of Seller and said Towngate Tenant in and to the property demised thereunder, and none of the Towngate Leases has been modified or amended except as set forth in Exhibit J-2; (6) the security deposits set forth on Exhibit "D", no K with respect to the Towngate Tenants are all of the security deposits paid by tenants have heretofore been returned or applied on behalf of Towngate Tenants under the Towngate Leases; (7) no Towngate Tenant has paid any rent or other charge of any nature for a period of more than one month in advance; and (8) the rent roll with respect to charges against the tenantsTowngate Property attached hereto as Exhibit L-2 is true and correct in all material respects as of the Effective Date. There also are specified on Exhibit J-2, to the best knowledge, information and belief of Seller, those certain subleases and access agreements with respect to the Towngate Property.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the The rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule 3 (ithe “Rent Roll”) each tenant of is true, complete and correct and the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and Property is not subject to any and all costs, expenses and Leases other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of than the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawRent Roll. Except as set forth on Exhibit "D"the Rent Roll, in the tenant estoppel certificates received by Administrative Agent prior to the date hereof, or on Schedule 4.16: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) other than as previously disclosed to Administrative Agent each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Administrative Agent, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 1 contract
Sources: Loan Agreement (American Realty Capital New York City REIT, Inc.)
Leases. There are no oral or written leases or rights Each of occupancy or grants or claims of right, title or interest in any portion of Borrower and Op Co Pledgor represents and warrants to Lender with respect to the Premises other than the leases Leases that: (the "Leases"a) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Schedule V is true, correct and complete and the Property is not subject to any Leases other than the Operating Lease, the Leases described in Schedule V, and the tour desk license agreement at two (i2) each tenant Individual Properties, (b) the Leases identified on Schedule V are in full force and effect and, to Borrower’s and Op Co Pledgor’s Actual Knowledge, there are no defaults thereunder by any party thereto and no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (c) the copies of the PremisesLeases identified on Schedule V delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto, (iid) the date of that tenant's lease, no Rent (iiiincluding security or other deposits) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except month in advance of its due date, (e) all work, if any, to be performed by the landlord under each under the Leases has been performed as otherwise set forth required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant under the Leases has already been received by such Tenant, (g) all security or other deposits (if any) are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) neither Borrower nor Op Co Pledgor has knowledge of any notice of termination or default with respect to any Lease, (i) neither Mortgage Borrower nor Operating Lessee assigned or pledged any of the Leases, the rents or any interest therein except to Mortgage Lender, (j) the Leases do not contain any option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property, or any right or option for additional space in the Improvements, (k) no Tenant has any right or option for additional space in the Improvements, (l) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) all existing Leases are subordinate to the Security Instrument either pursuant to their terms or a recorded subordination agreement, and (o) other than the Operating Lessee, Tenants under the Leases identified on Exhibit "D"Schedule V, and the tour desk licensees at two (2) Individual Properties, there are no security deposits by tenants have heretofore been returned or applied any other Person (other than hotel guests) with any rights to charges against use or occupy the tenantsProperty or the Improvements or any portion(s) thereof.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Hersha Hospitality Trust)
Leases. No person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases, and true and complete copies of all Leases executed and delivered on or before the Rent Roll Date have been delivered to Lender (and any Leases executed and delivered since such date shall be delivered promptly after the Closing Date). As to all present Leases and (upon execution thereof) all future Leases relating to each Property, the applicable Borrower will be the sole owner of the lessor's interest. As to all Leases:
(i) There are no oral outstanding landlord obligations with respect to tenant allowances or written leases free rent periods or rights of occupancy or grants or claims of right, title or interest in any portion tenant improvement work; all of the Premises obligations and duties of landlord under the Leases that are due or are to be performed (as applicable) on or prior to the date hereof have been fulfilled, and there are no pending claims asserted by any Tenant for offsets or abatements against rent or any other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, monetary claim;
(ii) All of the date Leases are free and clear of that tenant's leaseany right or interest of any real estate broker or any other person (whether or not such brokers or other persons have negotiated the Leases or have contracted with Borrowers for the collection of the rents thereunder), and no brokerage or leasing commission or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of any of the Leases;
(iii) Schedule 4.1(gg) sets forth all security deposits and letters of credit held by or on behalf of the expiration date lessor under the Leases. All security deposits have been held in accordance with law and the terms of that tenant's leasethe applicable Leases, and no security deposits have been applied, or letters of credit drawn upon, following a default by a Tenant still in possession;
(iv) A Borrower is the annual sole owner of the lessor's interest in all of the Leases and monthly minimum rental chargeno Borrower has given or suffered any other assignment, pledge or encumbrance in respect of any of the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if anyLeases or its interests thereunder, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount applicable Borrower or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller Property Manager has the sole right to collect rents and other amounts due under the Leases;
(v) Except as disclosed on Schedule 4.1(gg), no Tenant (i) is more than thirty (30) days in arrears on its rent or other amounts due to the landlord under its Lease and neither such right nor any of the Leases (ii) no Borrower has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller accepted Rent under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases Operating Agreement for more than one (1) month. Except as otherwise set forth month in advance, except for security deposits, which on Exhibit "D", no the Closing Date have been deposited with the Lender in accordance with the provisions hereof relating to security deposits by tenants have heretofore been returned received from and after the date hereof; and
(vi) None of the Leases contains any option to purchase, any right of first refusal to purchase or applied any right to charges against terminate the tenantslease term (except in the event of the destruction of all or substantially all of the applicable Property).
Appears in 1 contract
Leases. There (A) Exhibit B is a true and complete list of all of the Leases or other occupancy agreements. Except as set forth in the Leases, there are no oral or written leases or options to expand, rights of occupancy or grants or claims first refusal, options to terminate without cause of rightSeller, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, options to purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right rent abatements given to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for Tenants after the existing mortgage upon the Premises which shall be satisfied at or before Closing. Tenants are in occupancy and paying rent.
(B) To the best of Seller's knowledge, each of the Leases Trapeze Lease and the License Agreement with Voice Stream PCS III, Corporation (the "Voice Stream License") is valid and subsisting and in full force and effect, effect according to the tenant is in actual possession in the normal courseterms set forth therein, and the rents has not been modified, amended, or altered, in writing or otherwise, except as set forth in Exhibit "D" are B.
(C) Seller has not received written notice from the actual rents, income and charges being collected by Seller Tenant under the Trapeze Lease or the licensee under the Voice Stream License of any unperformed obligation of the landlord under such Leases, including, without limitation, failure of the landlord to construct any required tenant improvements. Any Neither of the tenants under the Trapeze Lease and the Voice Stream License has asserted in writing to Seller any offsets, defenses or claims available against rent payable by it or other performance or obligations otherwise due from it under the Trapeze Lease or the Voice Stream License, respectively. To the best of Seller's knowledge, with respect to the Trapeze Lease as of the date hereof, all tenant improvement allowances have been paid and all tenant improvements which Seller have been completed.
(D) To the best of Seller's knowledge, neither the tenant under the Trapeze Lease nor the licensee under the Voice Stream License is obligated in default under its Lease (beyond any applicable grace or cure period), and neither is in arrears in the payment of any sums or in the performance of any obligations required of it under such Trapeze Lease or Voice Stream License, as appropriate.
(E) There are no brokers' commissions, finders' fees, or other charges payable or to complete pursuant become payable to any Lease has been completed third party on behalf of Seller as a result of this date or shall be completed as of Closingin connection with the Trapeze Lease, and all costs for completed work has been including, without limitation, any unexecuted options to expand or shall be paid by Seller. The amount of each security deposit containsrenew, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except other than as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, C attached hereto and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsmade a part hereof.
Appears in 1 contract
Leases. There are no oral or written leases or rights (a) Borrower is the sole owner of occupancy or grants or claims of right, title or the entire lessor's interest in any portion the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (d) none of the Premises other than Rents reserved in the leases Leases have been assigned or otherwise pledged or hypothecated; (the "Leases"e) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant none of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has Rents have been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth month in advance; (f) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on Exhibit "D"a rent-paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (i) no security deposits by tenants person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (j) each Lease is subordinate to this Security Instrument and the tenant under each Lease agrees to attorn to Lender either pursuant to its terms or a recorded subordination and attornment agreement; (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to prudent institutional lenders; (l) there are no prior assignments, pledges, hypothecations or other encumbrances of any Leases or any portion of Rents due and payable or to become due and payable thereunder which are presently outstanding and have heretofore been returned or applied priority to charges against the tenantsassignment of rents executed in connection with this Security Instrument; and (m) the Property is not subject to any Lease other than the Leases described in the rent rolls delivered pursuant to Section 3.11.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion (a) Borrower has delivered to Lender a true and correct copy of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) current form apartment lease for each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if anyMortgaged Property, and whether each Lease with respect to such Mortgaged Property that Borrower has entered into is in the latest rent due has been paidform thereof, (vi) the amount of prepaid rentwith no material modifications thereto, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and previously disclosed in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated writing to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawLender. Except as set forth on Exhibit "D"in a Rent Roll, no tenant Lease for any unit in any Mortgaged Property (i) is for a term in excess of one year, including any renewal or extension period unless such renewal or extension period is subject to termination by Borrower Parties upon not more than thirty (30) days’ written notice, (ii) provides for prepayment of more than two (2) months rent, or (iii) was entered into in other than the ordinary course of business.
(b) Except for any assignment of leases and rents which is a Permitted Lien or which is to be released in connection with the consummation of the Premises transactions contemplated by the Master Agreement, Borrower is the owner and holder of the landlord’s interest under any each of the Leases hasand there are no prior outstanding assignments of any such Lease, or any portion of the rents, additional rents, charges, issues or profits due and payable or to become due and payable thereunder.
(c) Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the knowledge of Borrower, of each of the other parties thereto, enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization or other similar laws relating to creditors’ rights generally, and shall equitable principles, and except as disclosed in writing to Lender, no notice of any default by Borrower which remains uncured has been sent by any tenant under any such Lease, other than defaults which do not at Closing have, prepaid and are not reasonably expected to have, a Material Adverse Effect on the Mortgaged Property subject to the Lease.
(d) All premises demised to tenants under Leases are occupied by such tenants as tenants only. No Lease contains any rent under option or right to purchase, right of first refusal or any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsother similar provisions.
Appears in 1 contract
Sources: Master Credit Facility Agreement (Colonial Properties Trust)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in No Property is subject to any portion of the Premises Leases other than the leases (Lease, dated November 1, 2001 between Fee Borrower, as landlord, and ▇▇▇▇▇▇▇'▇ Restaurant, Inc. D/B/A The Captain's Table, as tenant, at the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the PremisesSolomons, (ii) the date of that tenant's leaseMaryland Property, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, dated September 13, 2001, between Fee Borrower (v) arrearagessuccessor in interest to ▇▇▇▇▇▇▇▇ Hospitality Limited Partnership), if anyas landlord, and whether ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, d/b/a Prime Thyme @ Comfort Inn, at the latest rent due has been paidMorgantown, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawWest Virginia Property. Except as set forth on Exhibit "D"the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the Premises landlord under any of the Leases hasLease, and shall not at Closing haveno event has occurred which, prepaid any rent with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any of the Lease; (vii) all security deposits under Leases for more than one (1) month. Except are as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenants.Rent Roll and are held consistent with Section 3.9; (viii) the applicable Borrower is the sole owner of the entire lessor's interest in each Lease;
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion With respect to the Leases: (a) the Rent Roll dated as of the Premises Closing Date is true, complete and correct and the Property is not subject to Leases other than the leases (the "Leases") listed Leases identified on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Leasesuch Rent Roll; (viiib) any options Borrower has delivered to renewLender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, extend, purchase, cancel modify or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under supplement the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, otherwise disclosed to Lender in writing and acknowledged by Lender; (c) each of the Leases Lease is valid and subsisting and in full force and effecteffect and there are no defaults thereunder by either party known to Borrower; (d) each Lease, by its terms, is subordinate to the tenant lien of the Security Instrument or the subject of a separate subordination non-disturbance and attornment agreement subordinating the Lease to the lien of the Security Instrument; (e) Borrower or Lessee is in actual possession the sole owner of the entire lessor’s interest in the normal courseLeases and has not assigned, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law pledged or otherwise applicable, interest which has accrued transferred the Rents reserved in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any Leases (except to Lender); (f) all of the Leases hasare bona fide, and shall not at Closing have, prepaid any rent arms-length agreements with tenants (except for Lessee under any the Operating Lease) unrelated to Borrower; (g) none of the Leases Rents have been collected for more than one (1) month. Except month in advance (and for such purpose, a security deposit shall not be deemed rent collected in advance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as otherwise set forth on Exhibit "D"L, all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) to the best of Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits deposits; (k) all payments due from tenants under the Leases are current; (l) to Borrower’s knowledge no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by tenants have heretofore been returned Borrower or applied any Affiliate of Borrower regarding any Lease. No portion of the Property is licensed to charges against the tenantsor occupied by any Affiliate of Borrower other than Lessee.
Appears in 1 contract
Leases. There The occupancy reports provided to Administrative Agent in connection with the Loan Closing are no oral or written leases or rights of occupancy or grants or claims of righttrue, title or interest complete and correct in any portion all material respects and as of the Premises date of the occupancy reports and the Property is not subject to any Leases other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession described in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawoccupancy reports. Except as set forth on Exhibit "D"the occupancy reports: (i) each Lease is in full force and effect; (ii) the Tenants have commenced the payment of rent under the Leases, and to Borrower’s actual knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the occupancy reports, and, to Borrower’s actual knowledge, there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (v) no Tenant has made any claim against the landlord under any Lease which remains outstanding, to Borrower’s actual knowledge, there are no defaults on the part of the landlord under any Lease, and, to Borrower’s actual knowledge, no tenant event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s actual knowledge, there is no present default by the Premises Tenant under any Lease, and no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default under a Lease and enforcement of the Leases hasby Borrower or by Administrative Agent pursuant to an exercise of Administrative Agent’s rights under the Security Instrument would be subject to no defenses of any kind; (vii) all security deposits under Leases are as set forth on the occupancy reports; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder, and shall not at Closing have(x) no Person has any possessory interest in, prepaid any rent or right to occupy, the Property except under any the terms of the Leases for more than one (1) monthor a Permitted Encumbrance. Except as otherwise set forth on Exhibit "D"None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the rents have been assigned or pledged except to Administrative Agent, and no security deposits by tenants have heretofore been returned or applied to charges against other Person has any interest therein except the tenantsTenants thereunder.
Appears in 1 contract
Sources: Syndicated Term Loan Agreement (Strategic Storage Trust IV, Inc.)
Leases. There are no oral or written leases or rights Each of occupancy or grants or claims Borrower and Security Guarantor represents and warrants to Agent with respect to the Leases that: (a) the list of rightLeases set forth on Schedule I is true, title or interest in complete and correct, the Property is not subject to any portion of the Premises Leases other than the leases Leases described in Schedule I, (b) Security Guarantor is the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant sole owner of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under entire lessor’s interest in the Leases, and neither such right nor any of (c) the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and identified on Schedule I are in full force and effect, there are no material defaults thereunder by Borrower or Security Guarantor, or, to Borrower’s and Security Guarantor’s knowledge, any other party thereto with respect to any Major Lease, in either case, beyond any applicable notice or cure period, and, to Borrower’s and Security Guarantor’s knowledge, there are no conditions that, with the tenant passage of time or the giving of notice, or both, would constitute defaults thereunder, and, to Borrower’s and Security Guarantor’s knowledge, no Tenant under a Major Lease is in actual possession in subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (d) the normal coursecopies of the Leases delivered to Agent are true and complete, and the rents set forth in Exhibit "D" there are the actual rentsno oral agreements with respect thereto, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to (e) no Rent (including security deposits) for any Major Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except month in advance of its due date, all Rents due have been paid in full and no Tenant is in arrears in its payment of Rent, (f) to Borrower’s and Security Guarantor’s knowledge, there exist no offsets or defenses to the payment of any portion of the Rents under Major Leases and Security Guarantor has no monetary obligation to any Tenant under any Major Lease except as otherwise may be expressly set forth on Exhibit "D"in such Lease, (g) neither Borrower nor Security Guarantor has received any written notice from any Tenant under a Major Lease challenging the validity or enforceability of any Major Lease, (h) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease and other than hotel guests and patrons, (i) all security deposits relating to the Major Leases reflected on Schedule I have been collected by tenants Security Guarantor and are being held in accordance with Legal Requirements, (j) no brokerage commissions or finders’ fees are due and payable regarding any Lease, (k) all Tenants under Major Leases at the Property as of the date hereof are paying full rent under their Leases and have heretofore not exercised any right to “go dark” that they may have under the provisions of their Leases, (l) all work to be performed by Security Guarantor under each Major Lease has been returned performed as required and has been accepted by the applicable Tenant to the extent required, (m) except as set forth in the schedule of Leases, any payments, free rent, partial rent, rebate of rent or applied other payments, credits, allowances or abatements required to charges against be given by Borrower to any Tenant under a Major Lease has already been received by such Tenant, (n) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Security Guarantor, and (o) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the tenantsleased premises or the Improvements of which the leased premises are a part. Notwithstanding the foregoing, due to the pandemic caused by COVID-19 and the temporary closure of the ▇▇▇▇▇ ▇▇▇▇ & Zilara Cap Cana, a verbal agreement was reached by with the Tenants under the Leases pursuant to which DR Security Guarantor agreed that it would not ▇▇▇▇ the Tenants the monthly fees owed by each Tenant for the months of April, May and June 2020. These verbal agreements may be formalized in writing and may be subject to change based on Force Majeure.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightBorrower has delivered to Lender a true, title or interest in any portion of correct and complete rent roll for the Premises other than the leases Property (the "Leases") listed on “Rent Roll”), which includes all Leases affecting the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant of the Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with lawProperty. Except as set forth on Exhibit "D", no tenant the Rent Roll and the Tenant estoppels and aged receivables report delivered to Lender in connection with the closing of the Premises Loan: (i) each Lease is in full force and effect; (ii) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance (except for security deposits and the last month’s rents aggregating not more than 2 months’ rent); (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (v) no Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the Tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder; (x) no Person has any possessory interest in, or right to occupy (other than any right of the Manager to occupy a management office located on the Property), the Property except under the terms of a Lease; (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; and (xii) each Lease has been written using the same form of lease. None of the Leases hascontains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsTenants thereunder.
Appears in 1 contract
Leases. There (a)(i) The rent rolls and reports which are no oral or written leases or rights of occupancy or grants or claims of right, title or interest set forth in any portion Section 2.10(a)(1) of the Premises other than the leases Disclosure Schedule (the "LeasesRent Rolls"), are true and correct schedules of all Leases (other than Temporary Space Licenses) listed on affecting any Real Property as of January 15, 1998 and contain with respect to each such Lease the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant following information: name of tenant, space leased, expiry date of existing term, whether unit is vacant, any security deposits and the Premises, monthly base rent; (ii) the date of that tenant's lease, (iii) Leases identified on the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental chargeRent Rolls, the tenant's share Temporary Space Licenses and the Ground Leases (each of building operating costs (includingwhich Ground Leases shall be assigned to VPLP or its designee in accordance with Section 1.6.1(D)) constitute all of the leases, without limitationlicenses, taxes) and tenancies or occupancies affecting any and all costsProperty as of January 15, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any1998, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any each of the Leases has been assignedidentified on the Rent Rolls and each of the Temporary Space Licenses is a valid and enforceable obligation of the landlord or licensor thereunder, pledgedas the case may be (all references to landlord under this Agreement shall, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon context may require, also include the Premises which shall be satisfied at or before Closing. To licensor under any Temporary Space Licenses) and, to the best knowledge of Seller's knowledgethe MM Contributors, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents other parties thereto; (iii) except as set forth in Exhibit "D" are the actual rentsRent Rolls or otherwise identified in the delinquency report set forth in Section 2.10(a)(2) of the Disclosure Schedule, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as January 15, 1998 none of Closing, and all costs for completed work the MM Entities has been or shall be paid received notice of any default by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except the landlord under any Lease; (iv) except as set forth on Exhibit "D", no tenant in the Rent Rolls or in Section 2.10(a)(2) of the Premises Disclosure Schedule, effective as of January 15, 1998 no Tenant shown on the Rent Rolls is in arrears for the payment of rent under any its Lease; and (v) none of the Leases hascontains, nor does any Tenant otherwise have, a purchase option or any right of first offer or first refusal to purchase (or any other similar right, as distinguished from rights to lease additional space or to extend the term of a Lease) with respect to any Real Property or any portion thereof. Attached to the Disclosure Schedule as Section 2.10(a)(3) is a list of all Temporary Space Licenses, or binding commitments for Temporary Space Licenses, affecting the Real Property in effect on January 15, 1998, and shall not at Closing havesaid list is true, prepaid any rent under any correct and complete in all material respects as of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantssuch date.
Appears in 1 contract
Leases. There are no oral or written leases or rights of occupancy or grants or claims of rightTo Borrowers’ knowledge, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D"Schedule 7 (the “Rent Roll”) is true, complete and correct and no Property is subject to any Leases other than the Leases described in the Rent Roll. Exhibit "D" identifies To Borrowers’ knowledge, except as set forth on the Rent Roll or as otherwise disclosed in writing to Lender: (i) each tenant of the Premises, Lease is in full force and effect; (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant tenants under the LeaseLeases have accepted possession of and are in occupancy of all of their respective demised premises, (v) arrearages, if any, and whether have commenced the latest payment of rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral paid for any period more than thirty (30) days in advance; (iv) the existing mortgage upon rent payable under each Lease is the Premises which shall be satisfied at or before Closing. To the best amount of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents fixed rent set forth in Exhibit "D" are the actual rentsRent Roll, income and charges being collected there is no claim or basis for a claim by Seller the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as which remains outstanding, there are no defaults on the part of this date or shall be completed as of Closingthe landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers’ knowledge, there is no present material default by the tenant under any Lease; (vii) all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except deposits under Leases are as set forth on Exhibit "D", no tenant the Rent Roll and are held consistent with Section 3.7 hereof; (viii) the applicable Borrower is the sole owner of the Premises entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, any Property except under any the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases hascontains any option to purchase or right of first refusal to purchase any Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and shall not at Closing have, prepaid no other Person has any rent under any of interest therein except the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsthereunder.
Appears in 1 contract
Sources: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Leases. There The Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the occupancy, leasing or renting of the Property or any portion thereof, except for the TRS Lease and as set forth on the rent roll provided to Lender and certified by Borrower on the date hereof. No person has any possessory interest in the Property or right to occupy the same, except pursuant to a written lease, license, rental agreement or occupancy agreement (collectively, the “Leases”) identified on the rent roll provided by Lender and certified by Borrower on the date hereof. As of the date hereof, (i) the Borrower is the owner and holder of the landlord’s interest under the TRS Lease and the Tenant is the sole owner and holder of the landlord’s interest under the other Leases; (ii) there are no oral prior assignments of all or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant Leases or any portion of the Premises, (ii) Rents and Profits which are presently outstanding and have priority over the date assignment of that tenant's lease, leases and rents contained herein in Section 1.11 given by Borrower to Lender; (iii) the expiration date of that tenant's lease, (iv) the annual all Rents due and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the LeaseTRS Lease and, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's Borrower’s knowledge, each of the Leases is valid and subsisting and other Lease, have been paid in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has no said Rents have been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) monthmonth in advance of the due dates thereof and (iv) there are no offsets or defenses to the payment of any portion of the Rents under the TRS Lease or, to Borrower’s knowledge, under any of the other Leases. Except as otherwise The representations set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied in this Paragraph (ee) are in addition to charges against the tenantsthose set forth in Section 1.12 of this Security Instrument.
Appears in 1 contract
Leases. Borrower has delivered to Agent a true, correct and complete rent roll for each Property as more particularly described in Schedule 6.37 attached hereto (each a “Rent Roll”, collectively, “Rent Rolls”). There has been no material change in the leasing status of the Properties since the date of the applicable Rent Roll except, as of any date after the Closing Date, as shown on any updated Rent Roll with respect to such Property delivered to Agent. Borrower has delivered to Agent true, correct and complete copies of all Leases in effect as of the Closing Date. Borrower has delivered to Agent a true, correct and complete copy of each lease brokerage and other leasing commission agreement in effect as of the Closing. Additionally, to Borrower’s Knowledge except as may be set forth in the Disclosure Schedule or any estoppel certificate delivered to Agent pursuant to Section 4.2 hereof, (a) each Lease is a Qualified Lease and is in fall force and effect; (b) there are no oral offsets, claims or written leases or rights defenses to the enforcement of occupancy or grants or claims of right, title or interest in any Lessee’s obligations under the Leases presently outstanding; (c) no portion of any Rent has been paid for any period more than thirty (30) days in advance; (d) the Premises Rent payable under each Lease is the amount of Rent set forth in the applicable Rent Roll, and there is no claim or basis for a claim by the Lessee thereunder for an adjustment to the Rent thereunder; (e) no Lessee has made any claim in writing against Borrower or Manager which remains outstanding that Borrower or Manager is in default under its applicable Lease; (f) no default has occurred by Borrower or, to Borrower’s Knowledge, any Lessee under any Lease, and no event which, with the giving of notice or passage of time, or both, would constitute a default by Borrower or, to Borrower’s Knowledge, any Lessee, has occurred under any Lease; (g) each Lease is the valid, binding and enforceable obligation of Borrower and, to Borrower’s Knowledge, the applicable Lessee thereunder; (h) with the exception of the Excluded Leases, each Lease is subordinate to the Mortgage on the Property or portion thereof leased; (i) all Security Deposits under the Leases are as set forth on the Rent Rolls and are held pursuant to Section 2.18 hereof; (j) except as set forth in the Rent Rolls described in Schedule 6.37 hereof attached hereto, there are no rent abatements or concessions, tenant allowances or other abatements with respect to any Lease; (k) all real estate brokerage commissions relating to the Leases have been paid in full and there are no other real estate brokerage commissions other than as set forth on the Rent Roll; (l) other than the leases Wachovia Leases, no Lease contains any option to purchase or right of first refusal to purchase any Property or any portion thereof or any part thereof; (m) Borrower (and, if applicable, Asset Manager) are in compliance with all Legal Requirements with respect to all Security Deposits; (n) the "Leases"Rent Rolls set forth the scheduled expiration date of each Lease; (o) listed on no use restriction contained in any Lease, Permitted Encumbrance or Property Document is violated by any use permitted under any other Lease, any ________________________________________________________________________________________________________________________ Permitted Encumbrance or any Property Document; (p) no Wachovia Lease has been assigned or sublet by any Lessee to any Person, except as permitted in such Wachovia Lease (to the rent roll attached hereto extent that any recognition agreement was entered into in connection with any sublease or assignment by the Borrower or its predecessor in interest, a copy of such recognition agreement has been delivered to Agent); (q) except as Exhibit "D". Exhibit "D" identifies reflected in the Rent Rolls or provided to Agent in accordance with Section 12.12 hereof, Borrower has not received any Wachovia Termination Notice with respect to any Wachovia Lease; and (r) to Borrower’s Knowledge, no Lessee has (i) each tenant consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the Premiseswinding-up or liquidation of its affairs, (ii) the date of that tenant's leaseadmitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the expiration date institution against it of, proceedings to take advantage of that tenant's leaseany law relating to bankruptcy, insolvency or reorganization or the relief of debtors, (iv) made an assignment for the annual and monthly minimum rental charge, the tenant's share benefit of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, its creditors or (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount suspended payment of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsits obligations.
Appears in 1 contract
Sources: Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Leases. There are (a) Owner has all requisite right, power and authority to assign the Leases and Rents, and no oral or written leases or rights of occupancy or grants or claims of other Person has any right, title or interest in any portion of the Premises therein (other than the leases lessee’s interest therein held by a Tenant thereunder).
(the "Leases"b) listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies (i) each tenant Owner has duly and punctually performed all of the Premisesmaterial terms, covenants, conditions and warranties of the Leases on Owner’s part to be performed.
(iic) the date Owner has delivered to Agent copies of that tenant's leaseall Space Leases, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) all amendments and any modifications thereof, that are all true, complete and correct in all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoevermaterial respects. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the All Space Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is are valid and subsisting and in full force and effect, the tenant is in actual possession in the normal course, effect and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued enforceable in accordance with law. Except their respective terms, except as set forth on Exhibit "D"the rent roll delivered to Agent by Owner contemporaneously herewith (the “Rent Roll”). Owner has not sold, no tenant of the Premises under any of assigned, transferred, encumbered, mortgaged or pledged the Leases hasor the Rents, and shall whether now due or hereafter to become due.
(d) All Rents paid under Space Leases now due, or to become due, for any periods subsequent to the date hereof have not at Closing have, prepaid any rent under any of the Leases for been collected more than one (1) monthmonth in advance, and payment thereof has not been anticipated more than one (1) month in advance, or waived or released, discounted, setoff or otherwise discharged or compromised. Owner has not received any funds or deposits from any Tenant for which credit has not already been made on account of accrued Rents.
(e) Except as set forth on the Rent Roll with respect to all Space Leases and except as otherwise set forth on Exhibit "D"the Rent Roll:
(i) The Tenants under the Space Leases have no defenses, set-offs or counterclaims against Owner, and are not in default under any of the terms or provisions of the respective Space Leases beyond any applicable cure period;
(ii) Each Tenant is in possession and paying rent and other charges under their respective Space Leases on a current basis;
(iii) There are no security deposits occupancy rights (written or oral), leases or other tenancies affecting any part of the Property other than the Self-Storage Rental Agreements;
(iv) No Rents under any Space Leases have been or will hereafter be anticipated, discounted, released, waived, compromised, or otherwise discharged except as may be expressly permitted by tenants the Leases;
(v) All Improvements and the leased space demised and let pursuant to each Space Lease have heretofore been returned completed as required under the Space Leases except as otherwise disclosed in writing by Owner to Agent;
(vi) There are no options to purchase all or applied any portion of the Collateral contained in any Space Lease;
(vii) There are no rights to charges against first refusal to rent any additional space contained in any Space Lease; and
(viii) There are no options to renew by any Tenant except as stated in the tenantsSpace Leases.
(f) Owner shall furnish to Agent, promptly upon Agent’s request, true and complete copies of all Major Leases, and all extensions, supplements, modifications and amendments thereof.
(g) Owner shall observe, perform and discharge all of its material obligations, covenants and warranties under the Leases, and Owner shall give prompt notice to Agent of any failure on the part of Owner to observe, perform or discharge any of the same.
(h) Owner shall enforce or secure in the name of Agent the performance of each and every material obligation, term, covenant, condition and agreement in the Leases by any Tenant to be performed, and shall appear in and defend any action or proceeding arising under, occurring out of or in any manner connected with the Leases or the obligations, duties or liabilities of the Owner and any Tenant, and, after the occurrence and during the continuance of an Event of Default, upon request by Agent, Owner shall do so in the name and on behalf of Agent, but at the sole cost and expense of Owner, and Owner shall pay all costs and expenses of Agent, including reasonable attorneys’ fees and disbursements, in any action or proceeding in which Agent may appear.
(i) So long as the Obligations remain unpaid and undischarged, and unless Agent otherwise consents in writing, the fee and the leasehold estates in and to the Collateral shall not merge, but shall always remain separate and distinct, notwithstanding the union of such estates (without implying Agent’s consent to such union) either in Owner, Agent or in any Tenant or in any third party by purchase or otherwise.
(j) From time to time upon Agent’s written request, but no more than once within any twelve (12) month period unless there exists a Credit Agreement Event of Default, Owner shall furnish to Agent a current rent roll, in form and substance satisfactory to Agent, and an estoppel certificate pursuant to Section 3.41(a) hereof.
Appears in 1 contract
Sources: Credit Agreement (U-Store-It Trust)
Leases. There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Exhibit "D". Exhibit "D" identifies Borrower has delivered (i) each tenant a true, correct and complete schedule (the “Rent Roll”) of all Leases affecting the Property as of the Premisesdate hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, correct and complete copies of all Leases described in the Rent Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property. No Tenant under any Lease has, as of the date of that tenant's leasehereof, paid rent more than thirty (iii30) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if anydays in advance, and whether the latest rent due has rents under such Leases have not been paidwaived, (vi) the amount of prepaid rentreleased, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow otherwise discharged or compromised. All security deposits made required under such Leases have been fully funded and are held by the tenant Borrower as required by applicable law. All work to be performed by Borrower under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assignedsubstantially performed, pledged, hypothecated or otherwise encumbered all contributions to be made by Seller except as additional collateral for Borrower to the existing mortgage upon Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the Premises which shall be satisfied at or before Closingdemised premises. To the best of Seller's knowledgeBorrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the Leases is valid and subsisting and in full force and effect, right to obtain a lien or encumbrance upon the tenant is in actual possession in Property superior to the normal course, and the rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is obligated to complete pursuant to any Lease has been completed as lien of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in accordance with law. Except as set forth on Exhibit "D", no tenant of the Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the tenantsMortgage.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (Industrial Income Trust Inc.)