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HomeMy WebLinkAboutThe Seasons - Estoppel Certificate - Escalon_City of Auburn 139104-0015/151679207.1 ESTOPPEL CERTIFICATE To: Greystone Funding Company LLC 419 Belle Air Lane Warrenton, VA 20186 U.S. Department of Housing & Urban Development (“HUD”) San Francisco Regional Multifamily Center 1 Sansome Street, 12th Floor San Francisco, California 94104 Re: Lease Agreement, dated November 17, 2015, by and between ESCALON, LLC, a Washington limited liability company, and CITY OF AUBURN, WASHINGTON, a Washington municipal corporation, with respect to Suite A of 12722 SE 312th Street, Auburn, WA 98092, FHA Project No. 127-11316 (the “Project”). Gentlemen: This Estoppel Certificate dated as of __________________, 2021, is furnished by ESCALON, LLC, a Washington limited liability company (“Landlord”), as lessor under the lease described above, and CITY OF AUBURN, WASHINGTON, a Washington municipal corporation (“Tenant”), as lessee under the lease above described, to Greystone Funding Company LLC, a Delaware limited liability company (the “Lender”), and the Secretary of Housing and Urban Development (“HUD”) in connection with a mortgage loan (the “Mortgage Loan”) that Lender is making to Landlord with respect to the Project, which Mortgage Loan is being insured by HUD. Landlord and Tenant understand that the Lender and HUD are relying upon this Estoppel Certificate in connection with making and insuring, respectively, the Mortgage Loan. A. Certifications of Tenant. Tenant hereby represents and certifies to the Lender and HUD and their respective successors and assigns that, except as set forth in Exhibit A attached hereto: 1. “Lease” means the following documents, true and correct copies of which are attached hereto as Exhibit B: Lease Agreement dated November 17, 2015 2. Tenant is the tenant under the Lease and has not assigned, pledged, encumbered or transferred any of its rights or obligations thereunder, except as set forth herein. Tenant has not subleased all or any portion of the Project. Landlord is the landlord under the Lease. 3. The Lease sets forth the full and complete agreement between Landlord and Tenant with respect to the Project. The Lease has not been amended (except as may be shown in Exhibit B), is in full force and effect according to its terms, and is valid and binding upon Tenant. -2- 139104-0015/151679207.1 4. Tenant is not in default under the Lease. No state of facts exists which, with the passage of time or the giving of notice, or both, could constitute a default by Tenant under the Lease. All rent, charges and other payments due to Landlord from Tenant under the Lease on or before the date hereof have been paid. 5. To the best of Tenant’s knowledge; (a) Landlord is not in default under the Lease and (b) no state of facts exist which, with the passage of time or the giving of notice, or both, could constitute a default by Landlord under the Lease. 6. Tenant has not paid any rent, charges or other payments due to Landlord from Tenant under the Lease more than thirty (30) days in advance, nor has Tenant paid any security deposit under the Lease. 7. To the best of Tenant’s knowledge, all conditions under the Lease to be satisfied by Landlord or Tenant as of the date hereof have been satisfied. 8. All improvements, alterations and other work, if any, to be performed or constructed by Landlord under the Lease have been completed and have been accepted by Tenant. All contributions, if any, required to be paid to Tenant by Landlord for improvements to the Project have been paid. 9. There are no actions, voluntary or involuntary, pending against Tenant under any bankruptcy, receivership, insolvency or similar laws of the United States or any State thereof. B. Certifications of Landlord. Landlord hereby represents and certifies to the Lender and HUD and their respective successors and assigns that, except as set forth in Exhibit A attached hereto: 1. “Lease” means the following documents, true and correct copies of which are attached hereto as Exhibit B: Lease Agreement dated November 17, 2015 2. Landlord is the landlord under the Lease. Landlord has not assigned, pledged, encumbered or transferred any of its rights or obligations thereunder. Tenant is the tenant under the Lease. To the best of Landlord’s knowledge, Tenant has not subleased all or any portion of the Project. 3. The Lease sets forth the full and complete agreement between Landlord and Tenant with respect to the Project. The Lease has not been amended (except as may be shown in Exhibit B), is in full force and effect according to its terms, and is valid and binding upon Landlord. 4. To the best of Landlord’s knowledge; (a) Tenant is not in default under the Lease and (b) no state of facts exists which, with the passage of time or the giving of notice, or both, could constitute a default by Tenant under the Lease. All rent, charges and other payments due to Landlord from Tenant under the Lease on or before the date hereof have been paid. -3- 139104-0015/151679207.1 5. Landlord is not in default under the Lease. No state of facts exists which, with the passage of time or the giving of notice, or both, could constitute a default by Landlord under the Lease. 6. Tenant has not paid any rent, charges or other payments due to Landlord from Tenant under the Lease more than thirty (30) days in advance nor has Tenant paid any security deposit under the Lease. 7. To the best of Landlord’s knowledge, all conditions under the Lease to be satisfied by Landlord or Tenant as of the date hereof have been satisfied. 8. All improvements, alterations and other work, if any, to be performed or constructed by Landlord under the Lease have been completed and have been accepted by Tenant. All contributions, if any, required to be paid to Tenant by Landlord for improvements to the Project have been paid. 9. There are no actions, voluntary or involuntary, pending against Landlord under any bankruptcy, receivership, insolvency or similar laws of the United States or any State thereof. [SIGNATURE PAGES FOLLOW] -4- 139104-0015/151679207.1 [Signature page of Tenant to Estoppel Certificate] TENANT: CITY OF AUBURN, WASHINGTON, a Washington municipal corporation By: Name: Title: -5- 139104-0015/151679207.1 [Signature page of Landlord to Estoppel Certificate] LANDLORD: ESCALON, LLC, a Washington limited liability company By: Evan J. Hunden, Managing Member -6- 139104-0015/151679207.1 Exhibit A Exceptions: None -7- 139104-0015/151679207.1 Exhibit B (Copy of Lease) 4815-5573-3277, v. 2