92339-ORCF Master Tenant Estoppel Certificate

Master Tenant Estoppel Certificate Section 232

U.S. Department of Housing and Urban Development Office of Residential Care Facilities

OMB Approval No. 2502-0605 (exp. 11/30/2022)

Public reporting burden for this collection of information is estimated to average 0.5 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The information is being collected to obtain the supportive documentation that must be submitted to HUD for approval, and is necessary to ensure that viable projects are developed and maintained. The Department will use this information to determine if properties meet HUD requirements with respect to development, operation and/or asset management, as well as ensuring the continued marketability of the properties. Response to this request for information is required in order to receive the benefits to be derived from the National Housing Act Section 232 Healthcare Facility Insurance Program. This agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information Act request.

Warning: Anyone who knowingly submits a false claim or makes a false statement is subject to criminal and/or civil penalties, including confinement for up to 5 years, fines, and civil and administrative penalties. (18 U.S.C. §§ 287, 1001, 1010, 1012; 31 U.S.C. §3729, 3802).

To: Insert Lender Name and Address

U.S. Department of Housing and Urban Development

Office of Residential Care Facilities

451 7^th Street SW

Washington, D.C. 20410

Re: [Name of Master Lease dated as of _________________, 20__, by and among _________________, a organized and existing under the laws of (“Borrower”), the owners of certain other healthcare facilities, and ___________________ (“Master Tenant”), with respect to that certain [skilled nursing facility/assisted living facility/board and care home] FHA Project No. _______________ (the “Project”).

To Whom It May Concern:

This Estoppel Certificate is furnished as of the ___ day of __________, 20__, by Borrower and Master Tenant to ___________________

(the “Lender”) and the U.S. Department of Housing and Urban Development (“HUD”) in connection with a mortgage loan (the “Mortgage Loan”) that Lender is making to the Borrower with respect to the Project, which Mortgage Loan is being insured by HUD. Borrower and Master 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 Master Tenant. Master 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. “Master Lease” means the following documents, true and correct copies of which are attached hereto as Exhibit B: [Identify the Master Lease and all supplements and modifications thereto, and assignments thereof].

2. Master Tenant is the tenant under the Master Lease and has not assigned, pledged, encumbered or transferred any of its rights or obligations thereunder, except for any sub-leases provided for in the Master Lease.

3. The Master Lease sets forth the full and complete agreement between

Borrower and Master Tenant with respect to the Project. The Master 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 Master Tenant.

4. Master Tenant is not in default under the Master Lease. No state of facts exists which, with the passage of time or the giving of notice, or both, could constitute a default by Master Tenant under the Master Lease. All rent, charges and other payments due to Borrower from Master Tenant under the Master Lease on or before the date hereof have been paid.

4. To the best of Master Tenant's knowledge: (a) Borrower is not in default under the Master 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 Borrower under the Master Lease.

4. Master Tenant has not paid any rent, charges or other payments due to Borrower from Master Tenant under the Master Lease more than thirty (30) days in advance, nor has Master Tenant paid any security deposit under the Master Lease.

4. To the best of Master Tenant’s knowledge, all conditions under the Master Lease to be satisfied by Borrower or Master Tenant as of the date hereof have been satisfied.

4. All improvements, alterations and other work, if any, to be performed or constructed by Borrower under the Master Lease have been completed and have been accepted by Master Tenant. All contributions, if any, required to be paid to Master Tenant by Borrower for improvements to the Project have been paid.

4. There are no actions, voluntary or involuntary, pending against Master Tenant under any bankruptcy, receivership, insolvency or similar laws of the United States or any State thereof.

B. Certifications of Borrower. Borrower 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. “Master Lease” means the following documents, true and correct copies of which are attached hereto as Exhibit B: [Identify the Master Lease and all supplements and modifications thereto, and assignments thereof].

2. Borrower is a party to the Master Lease and has not assigned, pledged, encumbered or transferred any of its rights or obligations thereunder. Master Tenant is the tenant under the Master Lease. To the best of Borrower’s knowledge, Master Tenant has not subleased all or any portion of the Project, except for any sub-leases provided for in the Master Lease.

1. The Master Lease sets forth the full and complete agreement between Borrower and Master Tenant with respect to the Project. The Master 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 Borrower.

4. To the best of Borrower's knowledge: (a) Master Tenant is not in default under the Master 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 Master Tenant under the Master Lease. All rent, charges and other payments due to Borrower from Master Tenant under the Master Lease on or before the date hereof have been paid.

5. Borrower is not in default under the Master Lease. No state of facts exists which, with the passage of time or the giving of notice, or both, could constitute a default by Borrower under the Master Lease.

5. Master Tenant has not paid any rent, charges or other payments due to Borrower from Master Tenant under the Master Lease more than thirty (30) days in advance nor has Master Tenant paid any security deposit under the Master Lease.

5. To the best of Borrower's knowledge, all conditions under the Master Lease to be satisfied by Borrower or Master Tenant as of the date hereof have been satisfied.

5. All improvements, alterations and other work, if any, to be performed or constructed by Borrower under the Master Lease have been completed and have been accepted by Master Tenant. All contributions, if any, required to be paid to Master Tenant by Borrower for improvements to the Project have been paid.

5. There are no actions, voluntary or involuntary, pending against Borrower under any bankruptcy, receivership, insolvency or similar laws of the United States or any State thereof.

Master Tenant and Borrower hereby certify that the statements and representations contained in this instrument and all supporting documentation thereto are true, accurate, and complete and that each signatory has read and understands the terms of this instrument. This instrument has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein.

MASTER TENANT

By:

Name:

Title:

BORROWER

By:

Name:

Title:

Exhibit A
Exceptions:
[None]

Exhibit B

(Copy of Master Lease and all supplements, amendments or modifications thereto and
assignments)

Previous versions obsolete Page 6 of 6 form HUD-92339-ORCF (06/2019)