Research

GROUND LESSOR S CERTIFICATE. LLC, a Delaware limited liability company. City: City of Manhattan, Kansas (the City )

Categories
Published
of 5
All materials on our website are shared by users. If you have any questions about copyright issues, please report us to resolve them. We are always happy to assist you.
Share
Description
GROUND LESSOR S CERTIFICATE To: MTC Development Group, LLC, a Florida limited liability company ( Seller ) UrbanCal Manhattan Town Center, LLC, a Delaware limited liability company ( Purchaser ) Column
Transcript
GROUND LESSOR S CERTIFICATE To: MTC Development Group, LLC, a Florida limited liability company ( Seller ) UrbanCal Manhattan Town Center, LLC, a Delaware limited liability company ( Purchaser ) Column Financial, Inc. as assigned to Wells Fargo Bank, N.A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass- Through Certificates, Series C2 ( Lender ) City: City of Manhattan, Kansas (the City ) Common Name: Ground Leases: Manhattan Town Center, Manhattan, Kansas Land Lease dated December 1, 1984 by and between the City of Manhattan, Kansas, a municipal corporation of Riley County, Kansas and Manhattan Mall Company, a Kansas general partnership, as modified by that certain Lease Modification Agreement No. 1 dated December 5, 1985; that certain Lease Modification Agreement No. 2 dated December 5, 1986; that certain Lease Modification Agreement No. 3 dated August 1, 1988; that certain Lease Modification Agreement No. 4 dated October 17, 1989; that certain Lease Modification Agreement No. 5 dated May 14, 1992; that certain Lease Modification Agreement No. 6 dated September 19, 1994; that certain Lease Modification Agreement No. 7 dated December 1, 1995; that certain Lease Modification Agreement No. 8 dated April 14, 2004 and as assigned to Seller under that certain Assignment, Assumption and Clarification of Land Lease dated May 28, 2004 (as amended, the MMC Ground Lease ). Land Lease dated December 1, 1984 by and between the City of Manhattan, Kansas, a municipal corporation of Riley County, Kansas and Manhattan Mall Associates, L.P., a Kansas limited partnership, as modified by that certain Lease Modification Agreement No. 1 dated December 10, 1985; that certain Lease Modification Agreement No. 2 dated December 5, 1986; that certain Lease Modification Agreement No. 3 dated August 1, 1988; that certain Lease Modification Agreement No. 4 dated May 14, 1992; that certain Lease Modification Agreement No. 5 dated December 1, 1995; that certain Lease Modification Agreement No. 6 dated April 14, 2004 and as assigned to Seller under that certain Assignment, Assumption and Clarification of Land Lease dated May 28, 2004 (as amended, the MMA Ground Lease ). The City acknowledges that (a) Purchaser is purchasing (i) Seller s interests in the MMC Ground Lease and the MMA Ground Lease (the MMC Ground Lease and the MMA Ground Lease being herein collectively referred to as the Ground Leases ) described on Exhibit A, together with all improvements thereon that are owned by MTC (collectively, the Property ) but exclusive of the City's fee simple title to the land which is subject to the Ground Leases, (b) Purchaser is assuming a leasehold mortgage loan (the Mortgage Loan ) that was made to Seller by Lender which is secured by a leasehold mortgage (the Mortgage ) upon the Property and (c) Seller, Purchaser and Lender are requiring this certificate in connection with such sale, purchase and assumption. Accordingly, the City hereby certifies and confirms to Seller, Purchaser and Lender that to the City s actual knowledge: a) The City is the lessor under the Ground Leases. b) The Seller is the lessee under the Ground Leases. c) The Ground Leases are valid leases, duly authorized and executed by the City and are in full force and effect. No uncured defaults, or events or breaches have occurred, or events or breaches, which with giving of notice or the passage of time will occur, that would result in a default by either the Seller or the City under either or both of the Ground Leases. d) The Ground Leases constitute the entire agreement between the Seller and the City with respect to the Property and have not been amended, modified, supplemented, extended, renewed or superseded, nor has the interest of the City been assigned since the original execution of the Ground Leases, and there do not exist any other agreements concerning the Property, whether oral or written, between the City and the Seller. True and correct copies of the Ground Leases (including all amendments thereto) are attached to this Certificate. e) The City has received no notice of a prior sale, transfer, assignment, hypothecation or pledge of the Ground Leases or of the obligations secured therein except as follows: None. f) There are no provisions for, and the City and the Seller have no rights with respect to, renewal or extension of the initial terms of the Ground Leases, terminating the term, leasing additional premises, reducing existing premises or purchasing any portion of the Property except as set forth in the Ground Leases g) No controversy presently exists between the City and the Seller, including any litigation or arbitration, over the Ground Leases, or the performance of the terms thereof or the Property. h) There are no actions, voluntary or involuntary, pending against the City under the bankruptcy laws of the United States or any state thereof. i) The City has not received notice of any present violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the Property. j) The City agrees to provide a certificate in form and substance similar to this Ground Lessor's Certificate in the event that such an updated Ground Lessor's Certificate is required by Purchaser in connection with the proposed amendment and restatement of the Ground Leases. k) The City agrees to provide Lender with copies of all notices to be sent to the Purchaser pursuant to the Ground Leases and to provide Lender with the same cure rights provided to Purchaser pursuant to the Ground Leases. Lender s address is: Wells Fargo Bank, N.A., as trustee c/o Keycorp Real Estate Capital Markets, Inc. 911 Main Street, Suite 1500 Kansas City, Missouri Attn: Facsimile: and notices shall be sent to such addresses until Lender shall provide to the City in writing a substitute address for notices to Lender. l) The development of the Property was done pursuant to any required site plans for the Property. m) The City has the power and authority to execute this Certificate. The undersigned representative of the City is duly authorized and fully qualified to execute this instrument on behalf of the City thereby binding the City. n) Seller, Purchaser and Lender will rely on the representations and agreements made by the City herein in connection with Seller s sale of the Property, Purchaser s purchase of the Property and Purchaser s assumption of the Mortgage Loan, and the City agrees that Seller, Purchaser and Lender may so rely on such representations and agreements. o) This agreement may be signed in one or more counterparts, which when taken together, shall be deemed an original document. Signature on following page Dated this day of, CITY: CITY OF MANHATTAN, a Municipal corporation of the State of Kansas By: Name: Tom Phillips Title: Mayor STATE OF ) ) ss. COUNTY OF ) On this day of, 2008, before me, the undersigned, a Notary Public in and for the State of, duly commissioned and sworn personally appeared Tom Phillips, known to me to be the Mayor of the City of Manhattan, Kansas, a municipal corporation who acknowledged that he did sign the foregoing instrument on behalf of said City by authority of its City Commission and that the same is the free act and deed of said City, and his free act and deed as such officer. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Signature Print Name My commission expires
Search
Similar documents
View more...
Related Search
We Need Your Support
Thank you for visiting our website and your interest in our free products and services. We are nonprofit website to share and download documents. To the running of this website, we need your help to support us.

Thanks to everyone for your continued support.

No, Thanks