Common use of Estoppel Certificates Clause in Contracts

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee; provided, however, that if such estoppel certificate is not factually correct, then Tenant may make such changes as are necessary to make such estoppel certificate factually correct and shall thereafter return such signed estoppel certificate to Landlord within said ten (d10) business day period. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as instruments may be reasonably requested by Landlordrequired for such purposes. Tenant's failure to deliver an estoppel certificate within fifteen At any time during the Lease Term, but only in the case of (15x) days after delivery a proposed sale or financing of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlordthe Project, (by) that there are now no uncured defaults in Landlord's performancea Default by Tenant or (z) a proposed Permitted Transfer by Tenant, and (c) that no Rent has been paid in advance. If Landlord may require Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. (a) Tenant shall within fifteen (15) days will, following written any request by Landlord: (i) Execute , promptly execute and deliver to Landlord any documents, including an estoppel certificates, certificate in the form prepared by Landlord attached as Exhibit E (ai) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and effect, (ii) stating the date to which the Rent rent and other charges are paid in advance, if any, and (biii) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of LandlordLandlord hereunder, or, or specifying such defaults if there any are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordclaimed, and (div) certifying such other matters information about this Lease as may be reasonably requested by Landlord, its Lender or prospective lenders, investors or purchasers of the Leased Premises or any portion thereof. Tenant's ’s failure to execute and deliver such estoppel certificate within ten (10) business days after receipt of Landlord’s request therefor shall constitute an acknowledgment by Tenant that the statements included therein are true and correct without exception. Landlord and Tenant intend that any statement delivered pursuant to this paragraph may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the Leased Premises, or any interest in any portion thereof. (b) Landlord will, following any request by Tenant, promptly execute and deliver to Tenant an estoppel certificate within fifteen in reasonable form (15i) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed certifying that this Lease is unmodified and in full force and effect except effect, or, if modified, stating the nature of such modification and certifying that this Lease, as represented by Landlord. so modified, is in full force and effect, (ii) Deliver stating the date to Landlord which the current financial statements rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to Landlord’s knowledge, any uncured defaults on the part of Tenant hereunder, or specifying such defaults if any are claimed, and (iv) certifying such other information about this Lease as may be reasonably requested by Tenant. Landlord’s failure to execute and deliver such estoppel certificate within ten (10) business days after receipt of Tenant, ’s request therefor shall constitute an acknowledgment by Landlord that the statements included therein are true and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedcorrect without exception.

Estoppel Certificates. At any time and from time to time, upon not less than ten (10) Business Days’ prior notice from Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsa statement certifying the commencement date of this Lease, including estoppel certificates, in the form prepared by Landlord (a) certifying stating that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating the nature of such modification and certifying that this Lease, as so modified, Lease is in full force and effect as modified and the date and nature of each such modification), that to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to best of Tenant's ’s knowledge, any uncured defaults on the part of Landlord, Landlord is not in default under this Lease (or, if there are uncured defaults on the part of the LandlordLandlord is in default, stating specifying the nature of such uncured defaultsdefault), that Tenant is not in default under this Lease (c) evidencing or, if Tenant is in default, specifying the status nature of such default), the Lease as may be required either by a lender making a loan current amounts of and the dates to Landlord to be secured by deed of trust or mortgage covering which the Premises or a purchaser of the Premises from LandlordMonthly Rent and Additional Rent has been paid, and (d) setting forth such other matters as may be reasonably requested by Landlord. Tenant's failure Any such statement may be conclusively relied upon by a prospective purchaser of the Real Property or by a lender obtaining a lien on the Real Property as security. If Tenant fails to deliver an estoppel certificate such statement within fifteen (15) days after delivery of Landlord's written request therefor the time required hereunder, such failure shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (bii) that there are now no uncured defaults in Landlord's performance’s performance of its obligations hereunder, and (ciii) that no not more than one month’s installment of Monthly Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified , and in full force and effect except as represented by Landlord. (iiiv) Deliver to Landlord the current financial any other statements of Tenant, fact included by Landlord in such statement are correct. Tenant acknowledges and agrees that its failure to execute such certificate may cause Landlord serious financial statements of damage by causing the two (2) years prior to the current financial statements year, with an opinion failure of a certified public accountantsale or financing transaction and giving Landlord all of its rights and remedies under Paragraph 25 above, including a balance sheet and profit and its right to damages caused by the loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedof such sale or financing.

Estoppel Certificates. Tenant (a) Each Party (as “Responding Party”) shall within fifteen 10 days after written notice from the other Party (15the “Requesting Party”) days following written request execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published BY AIR CRE, plus such additional information, confirmation and/or statements as may be reasonably requested by Landlord:the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlordthe Requesting Party, (bii) that there are now no uncured defaults in Landlordthe Requesting Party's performance, and (ciii) that no Rent if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. If Tenant fails Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to so provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested estoppel certificate within Estoppel Certificate in a timely fashion the prescribed time it monthly Base Rent shall be conclusively presumed automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that this Lease is unmodified such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of ▇▇▇▇▇▇'s failure to provide the Estoppel Certificate. Such increase in full force Base Rent shall in no event constitute a waiver of ▇▇▇▇▇▇'s Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and effect except as represented by Landlordremedies granted hereunder. (iic) Deliver If Lessor desires to Landlord finance, refinance, or sell the current Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements of Tenantas may be reasonably required by such lender or purchaser, and including but not limited to Lessee's financial statements of for the two (2) years prior to the current past 3 years. All such financial statements year, with an opinion of a certified public accountant, including a balance sheet shall be received by Lessor and profit such lender or purchaser in confidence and loss statement shall be used only for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedpurposes herein set forth.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following written a request in writing by Landlord: (i) Execute , Tenant shall execute and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be in a commercially reasonable form, indicating therein any documentsexceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s Mortgagee or Landlord’s prospective mortgagees. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes, so long as such instruments are in a commercially reasonable form. Failure of Tenant to timely execute and deliver such estoppel certificate or other instruments (except if such failure is caused by Tenant’s commercially reasonable objection to the form of such certificate or instrument)shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Failure by Tenant to so deliver such estoppel certificate shall be a material default of the provisions of this Lease. In addition, Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys’ fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such estoppel certificates, in certificate (except if such failure is caused by Tenant’s commercial reasonable objection to the form prepared of such certificate or instrument). Upon request from time to time, Tenant agrees to provide to Landlord, within ten (10) days after Landlord’s delivery of written request therefor, current financial statements for Tenant, dated no earlier than one (1) year prior to such written request, certified as accurate by Landlord (a) certifying that this Lease is unmodified and in full force and effect Tenant or, if modifiedavailable, stating audited financial statements prepared by an independent certified public accountant with copies of the nature of such modification and certifying that auditor’s statement. If any Guaranty is executed in connection with this Lease, as so modified, is in full force and effect and the date Tenant also agrees to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, deliver to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, within ten (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (1510) days after Landlord’s delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effecttherefor, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to Guarantor in a form consistent with the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedforegoing criteria.

Estoppel Certificates. Tenant (a) Each Party (as "Responding Party") shall within fifteen 10 days after written notice from the other Party (15the "Requesting Party") days following written request execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published BY AIR CRE, plus such additional information, confirmation and/or statements as may be reasonably requested by Landlord:the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlordthe Requesting Party, (bii) that there are now no uncured defaults in Landlordthe Requesting Party's performance, and (ciii) that no Rent if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. If Tenant fails Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to so provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested estoppel certificate within Estoppel Certificate in a timely fashion the prescribed time it monthly Base Rent shall be conclusively presumed automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that this Lease is unmodified such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of ▇▇▇▇▇▇'s failure to provide the Estoppel Certificate. Such increase in full force Base Rent shall in no event constitute a waiver of ▇▇▇▇▇▇'s Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and effect except as represented by Landlordremedies granted hereunder. (iic) Deliver If Lessor desires to Landlord finance, refinance, or sell the current Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements of Tenantas may be reasonably required by such lender or purchaser, and including but not limited to ▇▇▇▇▇▇'s financial statements of for the two (2) years prior to the current past 3 years. All such financial statements year, with an opinion of a certified public accountant, including a balance sheet shall be received by Lessor and profit such lender or purchaser in confidence and loss statement shall be used only for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedpurposes herein set forth.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following any written request by Landlord: (i) Execute which Landlord or Tenant may make from time to time, Landlord or Tenant shall execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord other or the other’s mortgagee or prospective mortgagee a sworn statement certifying: (a) certifying the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhave been modifications to this Lease, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Landlord’s or Tenant’s statement; and (e) such other matters as may be represented requested by LandlordLandlord or Tenant. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any mortgagee, (b) that there are now no uncured defaults in Landlord's performancebeneficiary or purchaser, and (c) Landlord or Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any intentional and material misstatement contained in such estoppel certificate; provided, however that no Rent has been paid Landlord or Tenant shall not be liable to the other for any misstatement that Landlord or Tenant in advance. If good faith believed to be true at the time of the misstatement Landlord and Tenant irrevocably agree that if either fails to so execute and deliver a requested estoppel such certificate within such ten (10) day period the prescribed time it other or the other’s beneficiary or agent may execute and deliver such certificate on its behalf, and that such certificate shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordfully binding on it. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit D, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease commercially reasonable form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises Project, or any portion thereof, provided that nothing in any estoppel certificate shall amend the terms and conditions of this Lease, but Tenant shall be estopped from Landlordclaiming any fact set forth in a signed estoppel certificate is untrue), indicating therein any exceptions thereto that may exist at that time, and (d) shall also contain any other factual information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as commercially reasonable instruments may be reasonably requested by required for such purposes. At any time during the Lease Term, but, for so long as no Event of Default is continuing, not more than once per Lease Year except in connection with any sale or financing of the Building or in connection with Tenant’s request for Landlord. Tenant's failure ’s consent to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Alteration, Landlord may require Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles (or such other generally accepted reasonable and customary accounting method, consistently applied) and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following written a request in writing by Landlord: (i) Execute , Tenant shall execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and (d) shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as instruments may be reasonably requested by Landlordrequired for such purposes. Tenant's failure Landlord may require Tenant to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statements year, with an opinion statement year (i) upon the request of a certified public accountantprospective buyer or lender in connection with the disposition or refinance of the Building, including (ii) upon a balance sheet default by Tenant beyond any applicable notice and profit and loss statement cure period expressly set forth in this Lease, (iii) upon the filing of bankruptcy by Tenant, and/or (iv) upon Landlord’s request no more than once per calendar year for any reason other than the most recent prior yearoccurrence of the events set forth in sub-items (i) through (iii), all above. Such statements shall be prepared in accordance with generally accepted accounting principles consistently appliedthe form then customarily utilized by Tenant and certified by the preparing officer of the office of Tenant’s chief financial officer that, to the best of such officer’s knowledge, such statement accurately reflects Tenant’s financials during each applicable time period. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. Tenant shall within fifteen seven (157) days following written request by Landlord:, (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full fall force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and ; (b) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, ; and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises Building or the Project or a purchaser of the Premises Building or the Project from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's ’s failure to deliver an estoppel certificate within fifteen seven (157) days after delivery of Landlord's ’s written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, Landlord (b) that there are now no uncured defaults in Landlord's performance, ’s performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days will, following written any request by Landlord: (i) Execute , promptly execute and deliver to Landlord any documents, including an estoppel certificates, in the form prepared by Landlord certificate (ai) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and effect, (ii) stating the date to which the Rent rent and other charges are paid in advance, if any, and (biii) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of LandlordLandlord hereunder, or, or specifying such defaults if there any are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordclaimed, and (div) certifying such other matters information about this Lease as may be reasonably requested by Landlord. Tenant's ’s failure to execute and deliver an such estoppel certificate within fifteen (15) ten days after delivery of Landlord's written ’s request therefor therefore shall be conclusive upon a material default by Tenant (a) that under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease is in full force and effects▇▇ for damages proximately caused thereby, without modification except as may be represented it being agreed and understood by Landlord, (b) Tenant that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails Tenant’s failure to so deliver a requested such estoppel certificate within the prescribed time it shall be conclusively presumed that in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements covenant of Tenant, . Landlord and financial statements Tenant understand that any statement delivered pursuant to this Paragraph may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the two (2) years prior to Building, the current financial statements yearProject, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedor any interest therein.

Estoppel Certificates. Tenant shall within fifteen (15) days will, following written any request by Landlord: (i) Execute , promptly execute and deliver to Landlord any documents, including an estoppel certificates, in the form prepared by Landlord certificate (ai) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and effect, (ii) stating the date to which the Rent and other charges are paid in advance, if any, and (biii) acknowledging that there are not, to Tenant's knowledge, not any uncured defaults on the part of LandlordLandlord hereunder, or, or specifying such defaults if there any are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordclaimed, and (div) certifying such other matters information about this Lease as may be reasonably requested by Landlord. Tenant's failure to execute and deliver an such estoppel certificate within fifteen ten (1510) business days after delivery of Landlord's written request therefor therefore shall be conclusive upon a material default by Tenant (a) that under this Lease is in full force after expiration of applicable notice and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performancecure periods, and (c) Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease and ▇▇▇ for damages proximately caused thereby, it being agreed and understood by Tenant that no Rent has been paid in advance. If Tenant fails Tenant's failure to so deliver a requested such estoppel certificate within the prescribed time it shall be conclusively presumed that in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements covenant of Tenant, . Landlord and financial statements Tenant intend that any statement delivered pursuant to this Section 13.6 may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the two (2) years prior to Building, the current financial statements yearProject, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedor any interest therein.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) stating such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements statement's year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant (a) Each Party (as "Responding Party") shall within fifteen 10 days after written notice from the other Party (15the "Requesting Party") days following written request execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published by Landlord:AIR CRE, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlordthe Requesting Party, (bii) that there are now no uncured defaults in Landlordthe Requesting Party's performance, and (ciii) that no Rent if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. If Tenant fails Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to so provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested estoppel certificate within Estoppel Certificate in a timely fashion the prescribed time it monthly Base Rent shall be conclusively presumed automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that this Lease is unmodified such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of ▇▇▇▇▇▇'s failure to provide the Estoppel Certificate. Such increase in full force Base Rent shall in no event constitute a waiver of ▇▇▇▇▇▇'s Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and effect except as represented by Landlordremedies granted hereunder. (iic) Deliver If Lessor desires to Landlord finance, refinance, or sell the current Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements of Tenantas may be reasonably required by such lender or purchaser, and including but not limited to Lessee's financial statements of for the two (2) years prior to the current past 3 years. All such financial statements year, with an opinion of a certified public accountant, including a balance sheet shall be received by Lessor and profit such lender or purchaser in confidence and loss statement shall be used only for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedpurposes herein set forth.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be in a commercially customary form as may be reasonably required by any existing or prospective mortgagee or purchaser of the Project (or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or Landlord’s prospective mortgagees. Failure of Tenant to timely execute and deliver or dispute such estoppel certificate shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Failure by Tenant to so deliver such estoppel certificate shall be a material default of the provisions of this Lease. Within ten (10) business days following a request in writing by Tenant, Landlord shall execute and deliver to Tenant an estoppel certificate, which, as submitted by Tenant, shall be in the form as may be reasonably required by any prospective lender, investor, assignee, or subtenant, indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Tenant or Tenant’s prospective lenders, investors, assignees, or subtenants. Any such statement may be relied upon by any prospective lender, investor, assignee or subtenant. Upon request from time to time (but no more often than once per calendar year unless required in connection with a recapitalization, financing or refinancing, or sale of the Project), Tenant agrees to provide to Landlord, within fifteen (15) business days following after Landlord’s delivery of written request therefor, current financial statements for Tenant, dated no earlier than one (1) year prior to such written request, certified as materially accurate by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect Tenant or, if modifiedavailable, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part audited financial statements prepared by an independent 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 certified public accountant with copies of the Landlordauditor’s statement, stating the nature all of such uncured defaults, (c) evidencing the status of the Lease which shall be treated by Landlord as may confidential information belonging to Tenant and shall be required either by a lender making a loan subject to Landlord to be secured by deed entering into a reasonable form of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordnon-disclosure agreement. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.statement

Estoppel Certificates. Within ten Business Days after written request therefor, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documents, including estoppel certificatesLandlord, in the a commercially reasonable form prepared provided by Landlord (a) certifying Landlord, a certificate stating that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect effect, describing this Lease and any amendments or modifications hereto, acknowledging that this Lease is subordinate or prior, as the case may be, to any Encumbrance and stating any other information Landlord may reasonably request, including the commencement and expiration dates of the Term, the monthly Base Rent, the date to which Rent has been paid, the Rent and other charges are paid amount of any security deposit or prepaid rent, whether (to Tenant’s actual knowledge) either party hereto is in advancedefault under the terms of the Lease, whether Landlord has completed its construction obligations hereunder (if any), and (b) acknowledging that there are notwhether Tenant has accepted the Premises. Any person or entity purchasing, acquiring an interest in or extending financing with respect to Tenant's knowledge, the Property shall be entitled to rely upon any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlordcertificate. Tenant's failure If Tenant fails to deliver an estoppel such certificate within fifteen (15) ten days after delivery of Landlord's ’s second written request therefor therefor, then such failure shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's ’s performance, that Tenant has no claims or offsets against Landlord, and (c) that no not more than one month’s Base Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Receipt of estoppel certificates ("Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documentsEstoppel Certificates"), including estoppel certificatesfrom all tenants leasing more than 10,000 square feet of space, together with such additional tenants as may be required so that Tenant Estoppel Certificates are received from tenants leasing, in the form prepared aggregate, not less than 80% of the net rentable square feet of space covered by Landlord (a) certifying that this Lease is unmodified and leases in full force and effect or, if modified, stating the nature as of such modification and certifying that this Lease, as so modified, is in full force and effect and the date hereof, shall be a condition precedent to which Buyer's obligation to purchase the Rent Property hereunder. Each Tenant Estoppel Certificate shall either be substantially in the form provided in Exhibit "C" attached hereto and other charges are paid made a part hereof or in advancethe form, if any, prescribed in the applicable tenant lease and shall disclose no material defaults or other adverse information which is materially inconsistent with the leases or the "Rent Roll" (bas hereinafter defined). Seller's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain a Tenant Estoppel Certificate from each tenant at the Property (such reasonable efforts obligations not including any obligation to institute legal proceedings or to expend monies therefor), but such obligation shall not affect the provision of such Tenant Estoppel Certificates as a condition precedent to closing. Without limiting the condition that Buyer received the Estoppel Certificates described above, Seller shall deliver at the Closing a Seller's estoppel certificate ("Seller's Estoppel") acknowledging for each tenant that there are notdoes not deliver a Tenant Estoppel Certificate. The Seller's Estoppel shall state that (i) attached to such estoppel is a true, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part correct and complete copy of the Landlord, stating the nature of such uncured defaultsapplicable tenant lease (including all amendments or modifications thereto), (cii) evidencing there is no default under the status applicable lease, (iii) the rent and other charges payable under the applicable lease, (iv) the commencement and termination date of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordapplicable lease, and (dv) such other matters as may be reasonably requested the suite number and square footage covered by Landlordthe applicable lease. TenantThe Seller's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor Estoppel shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior subject to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet limitations on survival contained in paragraph 7C hereof and profit and loss statement for the most recent prior year, all prepared limitations on liability contained in accordance with generally accepted accounting principles consistently appliedparagraph 9B hereof.

Estoppel Certificates. Tenant shall within (a) Lessee will, upon fifteen (15) days following written days' notice at the request by Landlord: (i) Execute of Lessor, execute, acknowledge and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying Lessor a certificate of Lessee stating that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhave been modifications, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force effect as modified, and effectsetting forth such modifications) and the dates to which any Basic Rent, without modification except as additional rent and other sums payable hereunder have been paid, and either stating that to the knowledge of the signer of such certificate no default exists hereunder or specifying each such default of which the signer has knowledge and whether or not Lessee is still occupying and operating the Premises. Any such certificate may be represented relied upon by Landlord, any prospective mortgagee or purchaser of the Premises. (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails Lessee will deliver to so deliver a requested estoppel certificate within Lessor the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord.following: (iii) Deliver to Landlord As soon as available, but in no event later than 120 days after the current financial statements of Tenant, and financial statements end of the two (2) years prior to the current financial statements yearfiscal year of Guarantor or Lessee, with an opinion copies of a certified public accountant, including a balance sheet of Guarantor and profit its consolidated subsidiaries as at the end of such year, a statement of income, statement of retained earnings and loss statement of changes in the financial position of Guarantor and its consolidated subsidiaries for such year, setting forth in each case, in comparative form, the corresponding figures for the most recent prior year, preceding fiscal year in reasonable detail and scope and certified by independent certified public accountants of recognized national standing selected by Guarantor all being prepared in accordance with generally accepted accounting principles principles, consistently applied; and within 60 days after the end of the first three fiscal quarters of Lessee (in the case of the Insurance Group) statutory quarterly financial statements setting forth in each case, in comparative form, the corresponding figures for the similar quarter of the preceding year, in reasonable detail and scope, and certified by a financial officer of Lessee having knowledge thereof. (ii) As soon as available, but in no event later than 120 days after the end of the fiscal year of Guarantor or Lessee, copies of all annual statements, if any, submitted by Lessee and/or Guarantor to the National Association of Insurance Commissioners. (iii) With reasonable promptness, such additional public information (including copies of public reports filed by Guarantor or Lessee) regarding the business affairs and financial condition of Guarantor or Lessee, as Lessor may reasonably request.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute covenants and agrees to execute, acknowledge and deliver to Landlord any documentsLandlord, including estoppel certificatesupon Landlord's written request, in the form prepared by Landlord (a) a written Estoppel Certificate certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification modifications) and certifying that this Lease, as so modified, is in full force and effect and effect; stating the date dates to which the Basic Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhas been paid, stating the amount of the Security Deposit held by Landlord; stating the amount of the Monthly Deposits held by Landlord for the then calendar year; and stating whether or not Landlord is in default under this Lease (and, if so, specifying the nature of the default); and stating such uncured defaultsother matters, (c) evidencing to the status of the extent true, concerning this Lease as Landlord may reasonably request. Tenant agrees that such statement may be required either delivered to and relied upon by a lender making a loan to Landlord to be secured by deed of trust any existing or mortgage covering the Premises prospective mortgagee or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by LandlordProperty. Tenant's Tenant agrees that a failure to deliver an estoppel certificate such a statement within fifteen (15) days after delivery of Landlord's written request therefor from Landlord shall be conclusive upon Tenant (a) that this Lease is in full force and effect, effect without modification except as may be represented by Landlord, (b) ; that there are now no uncured defaults in by Landlord under this Lease; and that any representation by Landlord with respect to Basic Rent, the Security Deposit and Monthly Deposits are true. In the event Tenant requests any changes or revisions to any such Estoppel Certificate, Tenant shall pay to Landlord's performance, and within ten (c10) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented days after demand by Landlord. (ii) Deliver to , the reasonable costs and expenses of Landlord in connection the current financial statements negotiation, drafting and revision of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountantsuch Estoppel Certificate, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedattorneys' fees.

Estoppel Certificates. Tenant (a) It shall within fifteen be a condition precedent to Buyer’s obligations to close hereunder that Seller shall have obtained estoppel certificates in substantially the form attached hereto as Exhibit H from tenants of the Property collectively occupying a minimum of seventy percent (1570%) days of the gross leased area of the Property, which shall include tenant estoppel certificates from the following written request by Landlord:tenants (collectively, the “Required Tenants”): NYS Superintendent of Insurance, NYC Department of Juvenile Justice, NYC Housing Development Corp. and NYC EDC. Buyer shall accept an estoppel certificate in lieu of that attached as Exhibit H, if such certificate shall be in the form of an estoppel which the applicable tenant is entitled to deliver under the terms of its Lease. (ib) Execute and deliver Notwithstanding anything to Landlord any documents, including estoppel certificatesthe contrary contained in Section 9.4(a), in the form prepared by Landlord event Seller obtains estoppel certificates from tenants of the Property collectively occupying at least fifty-five percent (a55%) certifying of the gross leased area of the Property, but less than the requisite seventy percent (70%), Seller may deliver to Buyer and warrant and represent to Buyer, with respect to such missing estoppel certificates that this Lease is unmodified as of the date represented and in full force and effect orwarranted: (A) to the best of Seller’s knowledge, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is Leases for those tenants are in full force and effect and have not been modified or amended (except as forth on the date attached schedules to this Agreement); (B) the amount of the tenants’ security deposits; (C) the term of the Lease, (D) such tenant’s annual rent, (E) the dates through which rent has been paid; and (F) to the Rent best of Seller’s knowledge, neither any of those tenants nor Seller is in default thereunder; provided, however, that notwithstanding anything to the contrary set forth in this Agreement, Seller shall be obligated to make such representations and other charges warranties only to the extent they are paid accurate but all such representations and warranties shall be consistent with the representations and warranties given by Seller pursuant to this Agreement (and the Schedules hereto). Notwithstanding anything to the contrary set forth in advancethis Agreement, if anyin no event shall Seller be allowed to give any Seller’s estoppel certificates with respect to any Required Tenant. Buyer shall be obligated to accept Seller’s certification in lieu of any missing estoppel certificates. Seller’s certification shall be of no further force and effect upon Buyer’s receipt of an estoppel certificate from the applicable tenant pursuant to Section 9.4(a) above. Seller’s representations and warranties in the certificate shall survive the Closing, provided that (i) such representations and warranties shall be subject to the limitations on liability set forth in Section 5.3 above, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord Buyer must give Seller written notice of any claim it may have against Seller for a breach of any such representation and warranty within six (6) months after the current financial statements of Tenant, Closing Date. Any claim which Buyer may have which is not so asserted within such six (6) month period shall not be valid or effective and financial statements of Seller shall have no liability with respect thereto. The Escrow Funds shall serve as security for Seller’s certifications as well and the two (2) years prior to Escrow Agreement shall provide for same at the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedClosing.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) A. Execute and deliver to Landlord any documentsdocument, including estoppel certificates, in the form certificates as prepared by Landlord (ai) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent rent and other charges are paid in advance, if any, and (bii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of LandlordLandlord hereunder, or, or if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (ciii) evidencing the status of the Lease as may be reasonably required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery ; and B. In connection with any refinancing or sale of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented the Premises by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, Tenant with an opinion of a certified public accountant, if available, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after the delivery of Landlord's request therefor shall be conclusive upon Tenant (i) that his Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there are now no uncured defaults in Landlord's performance, and (iii) that no rent has been paid in advance.

Estoppel Certificates. Within ten (10) days after written request therefor, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documents, including estoppel certificatesLandlord, in the a form prepared provided by Landlord (a) certifying or satisfactory to Landlord, a certificate stating that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect effect, describing this Lease and any amendments or modifications hereto, acknowledging that this Lease is subordinate or prior, as the case may be, to any Encumbrance and stating any other information Landlord may reasonably request, including the commencement and expiration dates of the Term, the monthly Base Rent, the date to which Rent has been paid, the Rent and other charges are paid amount of any security deposit or prepaid rent, whether either party hereto is in advancedefault under the terms of the Lease, whether Landlord has completed its construction obligations hereunder (if any), and whether Tenant has accepted the Premises. Tenant irrevocably constitutes, appoints and authorizes Landlord as Tenant’s special attorney-in-fact for such purpose to complete, execute and deliver such certificate if Tenant fails timely to execute and deliver such certificate as provided above. Any person or entity purchasing, acquiring an interest in or extending financing with respect to the Property shall be entitled to rely upon any such certificate. If Tenant fails to deliver such certificate within ten (b10) acknowledging that there are notdays after Landlord’s second written request therefor, Tenant shall be liable to Tenant's knowledge, Landlord for any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part damages incurred by Landlord including any profits or other benefits from any financing of the LandlordProperty or any interest therein which are lost or made unavailable as a result, stating the nature directly or indirectly, of Tenant’s failure or refusal to timely execute or deliver such uncured defaultsestoppel certificate. In addition, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's ’s failure to deliver an estoppel certificate such statement within fifteen (15) days after delivery of Landlord's written request therefor such time shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's ’s performance, that Tenant has no claims or offsets against Landlord, and (c) that no not more than one month’s Base Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. (a) Delivery by Tenant. Tenant shall shall, within fifteen (15) days following written request by Landlord: (i) Execute Landlord therefor and without charge, execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared certificates and current financial statements of Tenant reasonably requested by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating connection with the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part sale or financing of the LandlordPremises and/or real property comprising the Common Area, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either or reasonably requested by a any lender making a loan affecting the Premises and/or real property comprising the Common Area. Landlord may require that Tenant deliver to Landlord to and/or such lender an estoppel certificate in the form of Exhibit F attached hereto and incorporated herein by this reference. Any such estoppel certificate may be secured conclusively relied upon by deed of trust any prospective purchaser or mortgage covering the Premises or a purchaser encumbrancer of the Premises from LandlordPremises, and and/or real property comprising the Common Area. (db) such other matters as may be reasonably requested Nondelivery by LandlordTenant. Tenant's failure to deliver an estoppel certificate within fifteen (15as required pursuant to Paragraph 20.5(a) days after delivery of Landlord's written request therefor above shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by LandlordLandlord and has not been assigned, (bii) that there are now no uncured defaults in Landlord's performance, and (ciii) that no Rent has Rentals have been paid in advanceadvance except those that are set forth in this Lease, (iv) the improvements to be constructed on the Premises by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the Premises for its intended use, and (v) Tenant has entered into occupancy of the Premises on such date as may be represented by Landlord and is open and conducting business at the Premises. If Tenant fails Tenant's failure to so deliver a requested any financial statements or estoppel certificate within the prescribed time it certificates as required pursuant to Paragraph 20.5(a) above shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented a Default by LandlordTenant. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following any written request by Landlord: (i) Execute which Landlord may make from time to time, Tenant shall execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a) certifying the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhave been modifications to this Lease, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have been paid; (d) the fact that, to Tenant’s knowledge, there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant’s statement; and (e) such other reasonable and customary matters as may be represented requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any mortgagee, (b) that there are now no uncured defaults in Landlord's performancebeneficiary or purchaser, and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate within such ten (c10) that no Rent has been paid in advancebusiness day period, Landlord may provide to Tenant a second written request with respect to such estoppel certificate. If Tenant fails to so execute and deliver a requested estoppel such certificate within a five (5) business day period following the prescribed time it date of Landlord’s second written request therefor, Landlord or Landlord’s beneficiary or agent may rely upon, for whatever purposes, such certificate as prepared on Tenant’s behalf, and that such certificate shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordfully binding on Tenant. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute covenants and agrees to execute, acknowledge and deliver to Landlord any documentsLandlord, including upon L▇▇▇▇▇▇▇’s written request, a written estoppel certificates, in the form prepared by Landlord (a) certificate certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification modifications) and certifying that this Lease, as so modified, is in full force and effect and effect; stating the date dates to which the Base Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhas been paid, stating the amount of the Security Deposit held by Landlord; stating the amount of the Monthly Deposits held by Landlord for the then calendar year; stating whether or not Landlord is in default under this Lease (and, if so, specifying the nature of the default); and stating such uncured defaults, (c) evidencing the status of the other matters concerning this Lease as Landlord may reasonably request. T▇▇▇▇▇ agrees that such statement may be required either delivered to and relied upon by a lender making a loan to Landlord to be secured by deed of trust any existing or mortgage covering the Premises prospective mortgagee or a purchaser of the Premises from LandlordProperty; provided, however, that any such reliance will be subject to T▇▇▇▇▇’s knowledge and (d) statements made in the estoppel certificate as of the date of that estoppel certificate. Further, such other matters as may estoppel certificate shall not be reasonably requested by Landlorddeemed to alter or modify any terms of this Lease with the exception of any attornment to the party acquiring the Property. Tenant's Tenant agrees that a failure to deliver an estoppel certificate such a statement within fifteen (15) 10 business days after delivery of Landlord's written request therefor from Landlord shall be conclusive upon Tenant (a) that this Lease is in full force and effect, effect without modification except as may be represented by Landlord, (b) ; that there are now no uncured defaults in by Landlord under this Lease; and that any representations by Landlord with respect to Base Rent, the Security Deposit and Monthly Deposits are true. In the event Tenant requests any changes or revisions to any estoppel certificate, Tenant shall pay to Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented 10 days after demand by Landlord. , the reasonable costs and expense Landlord incurred in excess of $1,000 (iiif any) Deliver to Landlord in connection with the current financial statements negotiation, drafting and revision of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountantsuch estoppel certificate, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedattorneys’ fees.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such such, uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen agrees that from time to time upon --------------------- not less than ten (1510) business days following written prior request by Landlord: (i) Execute and Landlord or any Mortgagee, Tenant will deliver to Landlord any documents, including or such Mortgagee an estoppel certificates, certificate substantially in the form prepared by of Exhibit F attached hereto and made a part hereof or --------- in such other form as Landlord (a) certifying that this Lease is unmodified or such Mortgagee may reasonably request. In the event Tenant fails or refuses to deliver any such certificate within said 10- business day period, in addition to all other rights and in full force and effect or, if modified, stating the nature of such modification and certifying that remedies available under this Lease, as so modifiedat law or in equity upon a default by Tenant under this Lease, is Tenant shall be deemed to have accepted, agreed with and certified to, each of the statements set forth in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and any such certificate. Landlord agrees that upon not less than ten (b10) acknowledging that there are not, to business days prior request by Tenant's knowledgeprimary lender or Successor, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan Landlord will deliver to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, Tenant and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver primary lender or Successor, as the case may be, an estoppel certificate substantially in the form of Exhibit G attached hereto and made a part hereof or in such other form as --------- Tenant's lender or Successor may reasonably request. In the event Landlord fails or refuses to deliver any such certificate within fifteen (15) days after delivery of Landlord's written request therefor said 10-business day period, in addition to all other rights and remedies available under this Lease, at law or in equity upon a default by Landlord under this Lease, Landlord shall be conclusive upon Tenant (a) that this Lease is in full force deemed to have accepted, agreed with and effectcertified to, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements each of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared set forth in accordance with generally accepted accounting principles consistently appliedany such certificate.

Estoppel Certificates. Tenant shall at any time and from time to time, within fifteen ten (1510) days following after written request by notice from Landlord: (i) Execute , execute, acknowledge and deliver to Landlord and any documents, including estoppel certificates, in the form prepared prospective purchaser or lender identified by Landlord a statement in writing (a) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, Lease as so modified, is in full force and effect effect, and the date to which the Rent rental and other charges are paid in advanceadvance or delinquent, if any, and (b) certifying the commencement and termination dates of the Lease, (c) certifying that there has been no assignment or other transfer by Tenant of this Lease, or any interest herein, (d) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of LandlordLandlord hereunder and that Tenant has no right of offset, orcounterclaim or deduction against Rent, or specifying such default if there any are uncured defaults on claimed together with the part amount of the Landlordany offset, stating the nature of counterclaim or deduction alleged by Tenant, and (e) containing such uncured defaults, (c) evidencing the status of the Lease further certifications as may be required either by a any lender making a loan to Landlord to be secured by deed of trust Landlord’s or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may reasonably be reasonably requested required by Landlord. Any such statements may be relied upon by any existing owner or prospective purchaser or any present or prospective lender upon the security of the Leased Property, the Hotel or both. Tenant's ’s failure to deliver an estoppel certificate such statement within fifteen (15) days after delivery of Landlord's written request therefor such time shall be conclusive and binding upon Tenant (ax) that this Lease is in full force and effect, without modification except as may be represented by Landlord, and that the status of Rent payments is as certified by Landlord, (by) that there are now no uncured defaults in Landlord's performance’s performance and that Tenant has no right of offset, counterclaim or deduction against rental, and (cz) that no more than one (1) month’s Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) Business Days after written request therefor, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documents, including estoppel certificatesLandlord, in the a form prepared provided by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date or satisfactory to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, a certificate stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full still force and effect, without modification except describing any amendments or modifications hereto, acknowledging that this Lease is subordinate or prior, as the case may be represented by Landlordbe, (b) that there are now no uncured defaults in Landlord's performanceto any Encumbrance and stating any other information Landlord may reasonably request, and (c) that no including the Term, the monthly Base Rent, the date to which Rent has been paid paid, the amount of any security deposit or prepaid Rent, whether either party hereto is in advancedefault under the terms of the Lease, and whether Landlord has completed its construction obligations hereunder (if any). If Tenant fails timely to execute and deliver such certificate as provided above, then Landlord and the addressee of such certificate shall be entitled to rely upon the information contained in the certificate submitted to Tenant as true, correct and complete, and Tenant shall be estopped from later denying, contradicting or taking any position inconsistent with the information contained in such certificate. Any person or entity purchasing, acquiring an interest in or extending financing with respect to the Project shall be entitled to rely upon any such certificate. If Tenant fails to so deliver a requested estoppel such certificate within ten (10) days after Landlord's second written request therefor, which second written request will reiterate the prescribed time it following remedies in balded, all capital letters, such failure shall be conclusively presumed that this Lease is unmodified deemed an Event of Default by Tenant and in full force Tenant shall be liable to Landlord for any and effect except as represented all damages incurred by Landlord. (ii) Deliver to Landlord , including, without limitation, any profits or other benefits from any financing of the current financial statements Project or any interest therein which are lost or made unavailable as a result, directly or indirectly, of Tenant, and financial statements of the two (2) years prior 's failure or refusal to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedtimely execute or deliver such estoppel certificate.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. At any time and from time to time, upon not less than ten (10) days' prior notice from Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsa statement certifying the commencement date of this Lease, including estoppel certificates, in the form prepared by Landlord (a) certifying stating that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating the nature of such modification and certifying that this Lease, as so modified, Lease is in full force and effect as modified and the date to which the Rent and other charges are paid nature of each such modification), that Landlord is not in advance, if any, and default under this Lease (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the LandlordLandlord is in default, stating specifying the nature of such uncured defaultsdefault), (c) evidencing that Tenant is not in default under this Lease or if Tenant is in default, specifying the status nature of such default), the Lease as may be required either by a lender making a loan current amounts of and the dates to Landlord to be secured by deed of trust or mortgage covering which the Premises or a purchaser of the Premises from LandlordMonthly Rent, Tenant's Electrical Charge and Additional Rent has been paid, and (d) setting forth such other matters as may be reasonably requested by Landlord. Tenant's failure Any such statement may be conclusively relied upon by a prospective purchaser of the Real Property or by a lender obtaining a lien on the Real Property as security. If Tenant fails to deliver an estoppel certificate such statement within fifteen (15) days after delivery of Landlord's written request therefor the time required hereunder, such failure shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (bii) that there are now no uncured defaults in Landlord's performanceperformance of its obligations hereunder, and (ciii) that no not more than one month's installment of Monthly Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified , and in full force and effect except as represented by Landlord. (iiiv) Deliver to Landlord the current financial any other statements of Tenantfact included by Landlord in such statement are correct. Tenant acknowledges and agrees that its failure to execute, and such certificate may cause Landlord serious financial statements of damage by causing the two (2) years prior to the current financial statements year, with an opinion failure of a certified public accountantsale or financing transaction and giving Landlord all of its rights and remedies under Paragraph 25 above, including a balance sheet and profit and its right to damages caused by the loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedof such sale or financing.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E, attached hereto (or such other -39- ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ TECHNOLOGIES, INC. 0LTB-274017 commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. Tenant shall deliver to Landlord (i) within fifteen twenty (1520) days following written request therefor by Landlord: Landlord from time to time during the Term (but not more than once per calendar year) and (ii) within twenty (20) days following written request therefor by Landlord from time to time during the Term if Tenant is in default of this Lease (beyond applicable notice and cure periods) or in connection with a prospective sale or financing of the Building or Project, Tenant’s current financial statement and financial statements of the two (2) years prior to the current financial statement year, to the extent available. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord agrees that it will keep any non-publicly available financial statements confidential, except that Landlord shall have the right to deliver the same to any proposed purchaser of the Building or Project and to any mortgagee or lender of Landlord or such purchaser. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Notwithstanding the foregoing, if (i) Execute Tenant is required to file reports under the Securities Exchange Act of 1934, as amended, (ii) Tenant is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be obligated to provide Landlord with financial statements pursuant to this Article 17. Within ten (10) business days following a request in writing by Tenant, Landlord shall execute and deliver to Landlord any documents, including Tenant an estoppel certificates, certificates in the a commercially reasonable form prepared reasonably required by Landlord Tenant (ai) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature attaching a copy of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (bii) acknowledging that there are not, to Tenant's knowledgeLandlord’s actual knowledge (without investigation or inquiry), any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, Tenant or stating the nature of such any uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (diii) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery certifying the amount of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented Letter of Credit held by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordif any. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) 10 days following written request by Landlord: (i) A. Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (ai) certifying that this Lease is unmodified and in full force and an effect or, if modified, stating the nature of such modification and certifying that this Lease, ," as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (bii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (ciii) evidencing the status of certifying as to any other information concerning the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord, the Holder or prospective Holder of any Encumbrance, or a prospective purchaser of the Land and the Premises. Tenant's failure to deliver an estoppel certificate within fifteen (15) 10 days after delivery of Landlord's written request therefor shall be conclusive upon Tenant that (a1) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b2) that there are now no uncured defaults in Landlord's performance, performance and (c3) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) B. Deliver to Landlord the current financial statements of Tenant, and financial statements of for the two (2) years prior to the current financial statements yearstatements, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord and/or Landlord's construction, permanent or interim lender, any ground Lessor under a ground lease and any third-party purchaser of Landlord's interest in the Premises, any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and ; (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, ; (c) evidencing confirming the status term of the Lease; d) confirming the rent and other charges payable under this Lease and the amount of any security deposit paid by Tenant; (e) describing the nature of any unfulfilled construction or improvement obligations of Landlord, if any; and (f) confirming or describing any such other matters as may be required either by a (i) any lender making a loan to Landlord to be secured by deed of trust or mortgage covering Landlord's interest in the Premises Premises, or a (ii) any purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen ten (1510) days after delivery of Landlord's written request therefor therefore shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails , and shall constitute Landlord as Tenant's attorney-in-fact to so deliver a requested execute any such estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements on behalf of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen have twenty (1520) days following --------------------- Landlord's written request by Landlord: (i) Execute to execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any no uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing certifying that Tenant has no defenses or offsets then outstanding against any of its obligations under this Lease, or stating those claimed by Tenant, and (d) certifying any other matters pertaining to the status of the this Lease or performance of obligations thereunder by Landlord or Tenant as to which Tenant has actual knowledge and as may be reasonably required either by a purchaser of the Premises or a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by LandlordProject. Tenant's failure to deliver an estoppel certificate within fifteen twenty (1520) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (bii) that there are now no uncured defaults in Landlord's performance, (iii) Tenant has no defenses or right of offset against its obligations hereunder, and (civ) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall shall, within fifteen (15) business days following written request by Landlord: (i) Execute , execute and deliver to Landlord any documents, including a tenant estoppel certificates, in the form prepared by Landlord certificate: (ai) certifying that this Lease is unmodified and in full force and effect or, if this Lease has been modified, stating the nature attaching a copy of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and ; (bii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, Landlord or stating the nature of such any uncured defaults, ; (ciii) evidencing certifying the status of the Lease current Monthly Rent amount; and (iv) certifying to such other information as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, Mortgagees and (d) such other matters as prospective purchasers may be reasonably requested by Landlordrequest. Tenant's failure to deliver an estoppel certificate Similarly, Landlord shall, within fifteen (15) business days after delivery of Landlord's following written request therefor shall be conclusive upon by Tenant, execute and deliver to Tenant a landlord estoppel certificate: (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed certifying that this Lease is unmodified and in full force and effect except or, if this Lease has been modified, attaching a copy of such modification and certifying that this Lease, as represented by Landlord. so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any; (ii) Deliver acknowledging that there are not, to Landlord Landlord's knowledge, any uncured defaults on the part of Tenant or stating the nature of any uncured defaults; (iii) certifying the current financial statements of Tenant, Monthly Rent amount; and financial statements of the two (2iv) years prior certifying to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedsuch other information as may be reasonably requested.

Estoppel Certificates. Tenant shall within fifteen (15) days will, following written any request by Landlord: (i) Execute , promptly execute and deliver to Landlord any documents, including an estoppel certificates, in the form prepared by Landlord certificate (ai) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and effect, (ii) stating the date to which the Rent rent and other charges are paid in advance, if any, and (biii) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of LandlordLandlord hereunder, or, or specifying such defaults if there any are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordclaimed, and (div) certifying such other matters information about this Lease as may be reasonably requested by Landlord. Tenant's ’s failure to execute and deliver an such estoppel certificate within fifteen (15) ten days after delivery of Landlord's written ’s request therefor therefore shall be conclusive upon a material default by Tenant (a) that under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease is in full force and effect▇▇▇ for damages proximately caused thereby, without modification except as may be represented it being agreed and understood by Landlord, (b) Tenant that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails Tenant’s failure to so deliver a requested such estoppel certificate within the prescribed time it shall be conclusively presumed that in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements covenant of Tenant, . Landlord and financial statements Tenant intend that any statement delivered pursuant to this Article may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the two (2) years prior to Building, the current financial statements yearProject, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.or any interest therein. 1003283 v5/SF

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute covenants and agrees to execute, acknowledge and deliver to Landlord any documentsLandlord, including estoppel certificatesupon Landlord's written request, in the form prepared by Landlord (a) a written Estoppel Certificate certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification modifications) and certifying that this Lease, as so modified, is in full force and effect and effect; stating the date dates to which the Basic Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhas been paid, stating the amount of the Security Deposit held by Landlord; stating the amount of the Monthly Deposits held by Landlord for the then tax and insurance year; and stating whether or not Landlord is in default under this Lease (and, if so, specifying the nature of the default); and stating such uncured defaults, (c) evidencing the status of the other matters concerning this Lease as Landlord may reasonably request, including but not limited to, the form of Estoppel Certificate attached hereto as Exhibit G. Tenant agrees that such statement may be required either delivered to and relied upon by a lender making a loan to Landlord to be secured by deed of trust any existing or mortgage covering the Premises prospective mortgagee or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by LandlordProperty. Tenant's Tenant agrees that a failure to deliver an estoppel certificate such a statement within fifteen ten (1510) days after delivery of Landlord's written request therefor from Landlord shall be conclusive upon Tenant (a) that this Lease is in full force and effect, effect without modification except as may be represented by Landlord, (b) ; that there are now no uncured defaults in by Landlord under this Lease; and that any representation by Landlord with respect to Basic Rent, the Security Deposit and Monthly Deposits are true. In the event Tenant requests any changes or revisions to any such Estoppel Certificate, Tenant shall pay to Landlord's performance, and within ten (c10) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented days after demand by Landlord. (ii) Deliver to , the reasonable costs and expenses of Landlord in connection the current financial statements negotiation, drafting and revision of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountantsuch Estoppel Certificate, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedattorneys' fees.

Estoppel Certificates. Tenant shall within fifteen (15) days will, following written any request by Landlord: (i) Execute , promptly execute and deliver to Landlord any documents, including an estoppel certificates, in the form prepared by Landlord certificate (ai) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and effect, (ii) stating the date to which the Rent rent and other charges are paid in advance, if any, and (biii) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of LandlordLandlord hereunder, or, or specifying such defaults if there any are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordclaimed, and (div) certifying such other matters information about this Lease as may be reasonably requested by Landlord. Tenant's ’s failure to execute and deliver an such estoppel certificate within fifteen (15) ten days after delivery of Landlord's written ’s request therefor therefore shall be conclusive upon a material default by Tenant (a) that under this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, including the right to terminate this Lease is in full force and effect▇▇▇ for damages proximately caused thereby, without modification except as may be represented it being agreed and understood by Landlord, (b) Tenant that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails Tenant’s failure to so deliver a requested such estoppel certificate within the prescribed time it shall be conclusively presumed that in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements covenant of Tenant, . Landlord and financial statements Tenant intend that any statement delivered pursuant to this Article may be relied upon by any Lender or purchaser or prospective Lender or purchaser of the two (2) years prior to Building, the current financial statements yearProject, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedor any interest therein.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) stating such other matters as may be reasonably requested by Landlord. Tenant's ’s failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's ’s written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's ’s performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements statement’s year, and to the extent available, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. The Tenant shall within from time to time, upon not less than fifteen (15) days following days’ prior written request by the Landlord: , execute, acknowledge and deliver to the Landlord a statement in writing certifying to the Landlord or an independent third party, with a true and correct copy of this Lease attached thereto, together with all amendments thereto, to the extent such statements continue to be true and accurate, (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect (or, if modifiedthere have been any modifications, stating that the nature of such modification and certifying that this Lease, as so modified, same is in full force and effect as modified and stating the date modifications); (ii) that the Tenant has no knowledge of any defenses, offsets or counterclaims against its obligations to pay the Annual Fixed Rent and Additional Rent and to perform its other covenants under this Lease (or if there are any defenses, offsets, or counterclaims, setting them forth in reasonable detail); (iii) that there are no known uncured defaults of the Landlord or the Tenant under this Lease (or if there are known defaults, setting them forth in reasonable detail); (iv) the dates to which the Annual Fixed Rent, Additional Rent and other charges are paid in advance, if anyhave been paid; (v) the Commencement Date and that the Tenant has accepted, and is in full possession of the Premises, including all improvements, additions and alterations thereto required to be made by Landlord under the Lease (bexcept to the extent stated); (vi) acknowledging that there are notthe Landlord has satisfactorily complied with all of the requirements and conditions precedent to the occurrence of the Commencement Date (except to the extent stated); (vii) that the Tenant has been in occupancy since the Commencement Date and paying rent since the specified dates (except to the extent stated); (viii) that no monetary or other considerations, to Tenant's knowledgeincluding, any uncured defaults on the part of but not limited to, rental concessions for Landlord, orspecial tenant improvements or Landlord’s assumption of prior lease obligations of Tenant have been granted to Tenant by Landlord for entering into Lease (except as set forth in this Lease or as otherwise specified in such estoppel); (ix) that the Tenant has no notice of a prior assignment, if there are uncured defaults on the part hypothecation, or pledge of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status rents or of the Lease as (except to the extent stated); (x) that the Lease represents the entire agreement between Landlord and Tenant; (xi) that any notice to Tenant may be required either given it by a lender making a loan certified or registered mail, return receipt requested, or delivered, at the Premises, or at another address specified; and (xii) such factual other matters with respect to the Tenant and this Lease as the Landlord may reasonably request. Any statement delivered pursuant to this Section may be secured relied upon by deed any prospective purchaser, mortgagee, trustee or ground lessor of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordany interest therein, and (d) such other matters as may shall be reasonably requested by Landlordbinding on the Tenant. Tenant's failure Landlord shall from time to deliver an estoppel certificate within time, upon not less than fifteen (15) days after delivery of Landlord's days’ prior written request therefor shall be conclusive upon by the Tenant, execute, acknowledge and deliver to the Tenant (a) that a statement in writing certifying to the Tenant or an independent third party, with a true and correct copy of this Lease is in full force attached thereto, to the extent such statements continue to be true and effect, without modification except as may be represented by Landlord, accurate (bi) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except (or, if there have been any modifications, that the same is in full force and effect as represented by Landlord. modified and stating the modifications); (ii) Deliver that the Landlord has no knowledge of any defenses, offsets or counterclaims against its obligations to perform its covenants under this Lease (or if there are any defenses, offsets, or counterclaims, setting them forth in reasonable detail); (iii) that there are no known uncured defaults of the Tenant or the Landlord under this Lease (or if there are known defaults, setting them forth in reasonable detail); (iv) the dates to which the Annual Fixed Rent, Additional Rent and other charges have been paid; (v) the Commencement Date and that the Tenant is in full possession of the Premises; (vi) that Landlord has no notice of a prior assignment of the Lease or sublease of space therein; (vii) that the Lease represents the entire agreement between Landlord and Tenant; (viii) that any notice to Landlord may be given if by certified or registered mail, return receipt requested, or delivered to the current financial statements Landlord’s address set forth in Section 1.2 of this Lease, or at another address specified; and (xii) such other factual matters with respect to the Tenant and this Lease as the Tenant may reasonably request. Any statement delivered pursuant to this Section may be relied upon by any prospective lender of Tenant, any prospective assignee or subtenant of Tenant or any prospective purchaser of Tenant or Tenant’s assets, and financial statements of shall be binding on the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedLandlord.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, or any Mortgagee (as defined below), Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documentsan estoppel certificate which, including estoppel certificatesas submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit D, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and (d) such shall also contain any other matters as information reasonably requested by Landlord or Landlord's Mortgagee or Landlord's prospective mortgagees or purchasers. Tenant shall execute and deliver whatever other instruments may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advancerequired for such purposes. If Tenant fails to so execute and deliver a requested such estoppel certificate (or other instruments) within the prescribed time ten (10) business days, it shall be deemed conclusively presumed that this to have acknowledged the accuracy of the matter set forth in Landlord's estoppel certificate (or such other instruments). At any time during the Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver Term, Landlord may require Tenant to provide Landlord the with a current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year; provided, however, that Tenant shall not be required to provide such financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for to the most recent prior year, all extent the same are otherwise publicly available to Landlord. Such statements shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Failure of Tenant to timely execute and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. At any time and from time to time, upon not less than ten (10) business days’ prior notice from Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsa statement certifying the commencement date of this Lease, including estoppel certificates, in the form prepared by Landlord (a) certifying stating that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating the nature of such modification and certifying that this Lease, as so modified, Lease is in full force and effect as modified and the date to which the Rent and other charges are paid nature of each such modification), that Landlord is not in advance, if any, and default under this Lease (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the LandlordLandlord is in default, stating specifying the nature of such uncured defaultsdefault), that Tenant is not in default under this Lease (c) evidencing or, if Tenant is in default, specifying the status nature of such default), the Lease as may be required either by a lender making a loan current amounts of and the dates to Landlord to be secured by deed of trust or mortgage covering which the Premises or a purchaser of the Premises from LandlordMonthly Rent and Additional Rent has been paid, and (d) setting forth such other matters as may be reasonably requested by Landlord. Tenant's failure Any such statement may be conclusively relied upon by a prospective purchaser of the Real Property or by a lender obtaining a lien on the Real Property as security. If Tenant fails to deliver an estoppel certificate such statement within fifteen the time required hereunder, and such failure by Tenant continues for five (155) days Business Days after delivery Tenant’s receipt of Landlord's a second written request therefor notice stating the following in bold capital letters: “SECOND AND FINAL NOTICE BEFORE EVENT OF DEFAULT”, such failure shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (bii) that there are now no uncured defaults in Landlord's performance’s performance of its obligations hereunder, and (ciii) that no not more than one month’s installment of Monthly Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified , and in full force and effect except as represented by Landlord. (iiiv) Deliver to Landlord the current financial any other statements of Tenant, fact included by Landlord in such statement are correct. Tenant acknowledges and agrees that its failure to execute such certificate may cause Landlord serious financial statements of damage by causing the two (2) years prior to the current financial statements year, with an opinion failure of a certified public accountant, including a balance sheet sale or financing transaction and profit giving Landlord all of its rights and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedremedies under Paragraph 25 above.

Estoppel Certificates. Tenant (a) Seller shall within fifteen use commercially reasonable efforts to seek estoppel certificates from Starbucks, US Bank, The UPS Store, Flame Broiler, and Think Insurance (15such Tenants are collectively, the “Major Tenants”). In addition to estoppels from each of the Major Tenants, Seller shall use commercially reasonable efforts to seek estoppel certificates from at least ninety percent (90%) days following written request by Landlord: of the remaining tenants. The estoppel certificates shall be on either (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared required by Landlord each such Tenant Lease; (aii) certifying that this Lease is unmodified and in full force and effect or, if modified, stating with respect to a Major Tenant the nature form of the estoppel certificate may be the standard form generally used by such modification and certifying that this Lease, as so modified, is in full force and effect and Tenant; or (iii) on the date to which form or substantially the Rent and other charges are paid in advance, if any, and form of Exhibit “F” attached hereto. (b) acknowledging that there are notSeller shall have no liability to Buyer for failure to provide any Estoppel Certificates, so long as Seller uses commercially reasonable efforts to Tenant's knowledge, any uncured defaults on seek to obtain the part Estoppel Certificates. If Seller has not provided Buyer with signed copies of Landlord, or, if there are uncured defaults on the part estoppel certificates from each Major Tenant and 90% of the Landlordremaining tenants prior to waiver of the Due Diligence Contingency, stating then Buyer shall have the nature of such uncured defaults, right to terminate this Agreement by delivering written notice thereof to Seller (c) evidencing the status If any Tenant of the Lease Purchased Property (other than a Major Tenant) does not provide an Estoppel Certificate, then Seller shall execute the form of Estoppel Certificate attached hereto as may be required either by a lender making a loan Exhibit "G". Such Seller estoppel certificates shall not apply to Landlord to be secured by deed the 90% requirement of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and Estoppel Certificates. (d) such other matters as may be reasonably requested by Landlord. Tenant's failure Seller shall use commercially reasonable efforts to deliver seek an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) from the Homeowner’s Association representing that this Lease Seller is not in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior default to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet Homeowner’s Association and profit and loss statement for is not indebted to the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedHomeowner’s Association.

Estoppel Certificates. Tenant shall within fifteen (15) days agrees promptly following written request by Landlord or the holder of any deed of trust, mortgage or other encumbrance on Landlord: (i) Execute ’s Estate to execute and deliver an Estoppel Certificate to whichever of them has requested the same. Landlord any documentsagrees promptly following request by Tenant to execute and deliver an Estoppel Certificate to Tenant. The term “Estoppel Certificate” shall mean an estoppel certificate, including estoppel certificates, in the form prepared by Landlord certifying (a) certifying that this Lease is unmodified and in full force and effect effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are notno uncured defaults on the part of Landlord and Tenant hereunder, to Tenant's knowledge, or if there exist any uncured defaults on the part of Landlord, or, if there are Landlord and/or Tenant hereunder stating the nature of such uncured defaults on the part of the LandlordLandlord and/or Tenant, stating the nature of such uncured defaults, and (c) evidencing the correctness of such other information respecting the status of the this Lease as may be reasonably required either by a lender making a loan to Landlord to be secured by deed the party hereto requesting execution of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by LandlordEstoppel Certificate. Tenant's A party’s failure to so execute and deliver an estoppel certificate Estoppel Certificate within fifteen ten (1510) business days after delivery of Landlord's following written request therefor as required above, shall be conclusive upon Tenant such party that as of the date of said request for the same (a) that this Lease is in full force and effect, without modification except as may be represented by Landlordthe party hereto requesting execution of such Estoppel Certificate, (b) that there are now no uncured defaults Events of Default in Landlord's performance’s or Tenant’s obligations under this Lease except as may be represented by the party hereto requesting execution of such Estoppel Certificate, and (ce) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect advance except as may be represented by Landlordthe party hereto requesting execution of such Estoppel Certificate. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall Less▇▇ ▇▇▇ees to furnish, from time to time, within fifteen ten (1510) business days following written after receipt of a request by Landlord: (i) Execute and deliver to Landlord any documentsfrom Lessor's or Lessor's Mortgagee, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect ora statement certifying, if modifiedapplicable and within Lessee's knowledge, stating all or some of the nature following with exceptions noted that: Lessee is in possession of such modification and certifying that this Lease, as so modified, the Leased Premises; the Lease is in full force and effect effect; the Lease is unmodified (except as disclosed in such statement); Less▇▇ ▇▇▇ims no present charge, lien, or claim of offset against rent; the rent is paid for the current month, but is not prepaid for more than one (1) month and will not be prepaid for more than one (1) month in advance; there is no existing default by reason of some act or omission by Lessor; that Lessor has performed all inducements required of Lessor, in connection with this Lease, including construction obligations, and Lessee accepts the date to which Leased Premises as constructed; an acknowledgment of the Rent assignment of rentals and other charges are paid in advance, if any, sums due hereunder to the mortgage and (b) acknowledging that there are not, agreement to Tenant's knowledge, any uncured defaults on be bound thereby; an agreement requiring Lessee to advise the part mortgagee of Landlord, or, if there are uncured defaults on the part damage to or destruction of the Landlord, stating Leased Premises by fire or other casualty requiring reconstruction; an agreement by Lessee to give the nature mortgagee written notice of Less▇▇'▇ ▇efault hereunder and to permit mortgagee to cure such default within a reasonable time after such notice before exercising any remedy Lessee might possess as a result of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, default; and (d) such other matters as may be reasonably requested required by LandlordLessor or Lessor's Mortgagee. Tenant's failure Less▇▇'▇ ▇ailure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor such statement, in addition to being a default under this Lease, shall be conclusive upon Tenant (a) deemed to establish conclusively that this Lease is in full force and effect, without modification effect except as may be represented declared by LandlordLessor, (b) that there are now no uncured defaults Lessor is not in Landlord's performancedefault of any of its obligations under this Lease, and that Lessor has not received more than one (c1) that no Rent has been paid month's rent in advance. If Tenant fails Lessee shall not be required to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the provide more than two (2) years prior to the current financial statements Estoppel Certificates per year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following written a request in writing by Landlord: (i) Execute , Tenant shall execute, acknowledge and deliver to Landlord any documents, including an estoppel certificates, certificate in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented required by Landlord, (b) that there are now no uncured defaults Lender or any prospective mortgagee or purchaser of the Project. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes, including reaffirmation of any guaranty. At any time during the Lease Term in Landlord's performanceconnection with any financing, re-financing or sale of the Project, Landlord may require Tenant and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that any guarantor of this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to provide Landlord the with a current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant, otherwise, such statements shall be certified by the chief financial officer of Tenant; provided, however, that if Tenant is a publicly-traded corporation, Tenant may satisfy its obligations hereunder either by providing to Landlord Tenant’s most recent annual and quarterly reports or by notice to Landlord that such reports are publicly available at the SEC’s ▇▇▇▇▇ website. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following written a request in writing by Landlord: , which request shall be given no more frequently than once in any consecutive twelve (i12) Execute month period and which may only be given in the context of a proposed financing to be secured by a lien on the Project or a proposed sale of the Project, Tenant shall execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of EXHIBIT E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and (d) shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as instruments may be reasonably requested required for such purposes. Within ten (10) days following a request in writing by Landlord. Tenant's failure , Landlord shall execute and deliver to deliver Tenant an estoppel certificate within fifteen (15) days after delivery similar in form and substance to EXHIBIT E, taking into account the context of Landlord's written request therefor shall be conclusive upon the fact that the Landlord is executing such certificate. At any time during the Lease Term, Landlord may require Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statements statement year, with audited if such statements had been prepared by a third-party auditor or, if internally prepared, certified by an opinion officer of a certified public accountantTenant. Failure of Tenant to timely execute, including a balance sheet acknowledge and profit deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and loss statement for an acknowledgment by Tenant that statements included in the most recent prior yearestoppel certificate are true and correct, all prepared in accordance with generally accepted accounting principles consistently appliedwithout exception.

Estoppel Certificates. Tenant shall within agrees at any time and from time to time upon no less than fifteen (15) days following business days’ prior written request notice by Landlord: (i) Execute Landlord to execute, acknowledge, and deliver to Landlord any documents, including estoppel certificates, a statement in the form prepared by Landlord writing certifying: (ai) certifying that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating that the nature of such modification and certifying that this Lease, as so modified, same is in full force and effect as modified and stating the modifications), (ii) the date to which the Rent and other charges are has been paid in advance, if any, (iii) stating whether or not to the best knowledge of the signer of such certificate Tenant or Landlord is in default in performance of any such covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, and (biv) acknowledging that there are not, setting forth such further information with respect to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the this Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested thereon, it being intended that any such statement delivered pursuant to this Section 25 may be relied upon by Landlordany prospective purchaser of the Premises and any Mortgagee thereof and their respective successors and assigns. Tenant's failure L▇▇▇▇▇▇▇ agrees at any time and from time to deliver an estoppel certificate within time upon not less than fifteen (15) days after delivery of Landlord's business days’ prior written request therefor shall be conclusive upon notice by T▇▇▇▇▇ to execute, acknowledge and deliver to Tenant a statement in writing certifying (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except (or if there shall have been modifications that the same is in full force and effect as represented by Landlord. modified and stating the modifications), (ii) Deliver the date to Landlord which the current financial statements Rent has been paid in advance, if any, (iii) stating whether or not to the best knowledge of the signer of such certificate Tenant is in default in performance of any covenant, agreement or condition contained in this Lease, and, if so, specifying each such default of which the signer may have knowledge, and (iv) setting forth such further information with respect to the status of this Lease or the Premises as may be reasonably requested thereon, it being intended that any such statement delivered pursuant to this Section 25 may be relied upon by any prospective assignee of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared ’s interest in accordance with generally accepted accounting principles consistently appliedthis Lease.

Estoppel Certificates. 1Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease commercially reasonable form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and (d) such shall also contain any other matters as may be information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Tenant's failure Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Failure of Tenant to timely execute and deliver an such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Upon request from time to time (but not more frequently than once per year absent a proposed sale or financing of the Project), Tenant agrees to provide to Landlord, within fifteen ten (1510) business days after Landlord’s delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effecttherefor, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of for Tenant, and financial statements of the two dated no earlier than one (21) years year prior to the current financial such written request; provided that Landlord has executed Tenant’s customary and commercially reasonable non-disclosure agreement. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently applied.and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, in the event that (i) stock in the entity which constitutes Tenant under this Lease is publicly traded on a national stock exchange, (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed to joint filings with an entity that controls Tenant or is under common control with Tenant), and (iii) Tenant’s financial statements are readily available to the public, then Tenant’s obligation to its most recent current financial statement shall be deemed satisfied. ​ ​ -34- [Execution Original] ​

Estoppel Certificates. Tenant (a) If in accordance with Article II of this Agreement Buyer elects to proceed with the purchase of the Property, then Seller shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver use commercially reasonable efforts to Landlord any documentsobtain estoppel certificates from each tenant of the Property substantially in the form attached hereto as Exhibit F or, including estoppel certificatesif a tenant’s lease requires a different form, in the form prepared required by Landlord the tenant’s lease, or as otherwise provided in this paragraph below. It shall be a condition to Buyer’s obligation to close the sale and purchase of the Property that on or before two (a2) certifying business days before the Closing Date, Buyer has received an estoppel certificate substantially in such form from the following tenants: Helion Energy, GeoEngineers, Constellation Home Builder Systems, Microsurgical Technology, and Micronics Engineered Filtration (each a “Major Tenant” and collectively, the “Major Tenants”) and enough additional estoppels so that this such additional estoppels, along with estoppels from the Major Tenants, cover tenants who in aggregate occupy premises whose square footage is equal to seventy-five percent (75%) of the space actually rented to tenants (collectively, the “Estoppel Threshold”). All estoppel certificates shall be dated no more than forty-five (45) days prior to the Closing Date. An estoppel certificate, even though not in the required estoppel form, will be deemed reasonably acceptable to Buyer if it (i) contains substantially all of the information on Exhibit F including the following: confirming rent, security deposit, and termination date; that no rent has been paid more than one month in advance; that the Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and that the date tenant has no knowledge of any landlord default, (ii) is on the form required by the Lease, or (iii) is on the standard form of a tenant which customarily issues its own form and includes substantially all information set forth in the form of tenant estoppel certificate attached hereto as Exhibit F, provided that the tenant deleting any representation by the tenant that the tenant is not in default under its lease or the tenant acknowledging that it is in default under its lease or is subject to bankruptcy or insolvency proceedings will not be the basis for Buyer disapproving an estoppel certificate. If Seller is unable to satisfy the Estoppel Threshold, Seller may (but is not required to) deliver estoppel certificates containing the information set forth in the form of tenant estoppel certificate attached hereto as Exhibit F executed by Seller covering such leases as are sufficient, when aggregated with the tenant estoppel certificates previously delivered, to satisfy the Estoppel Threshold, provided that Buyer shall not be obligated to accept Seller estoppel certificates that collectively cover in excess of ten percent (10%) of the area of the Property actually rented to tenants. Seller’s representations and warranties in any Seller estoppel certificates will survive the Closing, subject to the limitations contained in Sections 3.2, 3.3, 3.4, 9.11 and 9.19 hereof. In the event that Buyer receives an estoppel certificate from a tenant complying with the requirements of this Section 8.4 and for which Seller previously delivered a Seller estoppel certificate, Seller shall be automatically released from any liability or obligation under the Rent and other charges are paid in advance, if any, and applicable Seller estoppel certificate. (b) acknowledging If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Section 8.4(a), or if the certificates received or substituted Seller estoppels contain a statement that there are not, Seller is in default under a Lease or otherwise discloses information that is materially inconsistent with the rent roll or the applicable Lease and Buyer objects thereto by written notice to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part Seller within three (3) business days after receipt by Buyer of the Landlordobjectionable estoppel, stating but in any event on or before the nature Closing Date, then Seller will not be in default by reason thereof, and either Seller or Buyer may elect to extend the Closing Date by up to thirty (30) days in order to satisfy the requirement. If Seller still cannot satisfy the requirement at the end of such uncured defaultsextended period, (c) evidencing then Buyer may, by written notice given to Seller before the status Closing, elect to terminate this Agreement and receive a refund of the Lease as may Deposit, or to waive said condition. If Buyer so elects to terminate this Agreement, the Deposit shall immediately be required either by a lender making a loan refunded to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from LandlordBuyer, and (d) neither party shall have any further rights or obligations hereunder except as provided in Section 6.1 above and Sections 9.3, 9.5 and 9.9 below. If no such other matters as may be reasonably requested notice is delivered by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor Buyer, Buyer shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails deemed to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordhave waived such condition. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Landlord and Tenant shall within agree that at any time and from time to time, upon not less than fifteen (15) days following days’ prior written request by Landlord: (i) Execute the other, each will execute, acknowledge and deliver to Landlord any documents, including estoppel certificates, the requesting party a statement in the form prepared by Landlord (a) writing certifying that this Lease is unmodified and in full force and effect (or, if modifiedthere have been modifications, stating that the nature of such modification and certifying that this Lease, as so modified, is same are in full force and effect as modified and stating the modifications), that to the knowledge of such party no uncured defaults exist hereunder (or if any defaults exist, specifying the same), and the date dates to which the Rent rent and other charges are due hereunder have been paid in advance, if any, it being intended that any such statement delivered pursuant to this Section 20 may be relied upon by any mortgagee or prospective mortgagee or purchaser of the Property. Tenant acknowledges that the execution and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part delivery of such certificates in connection with a financing or sale in a prompt manner may constitute requirements of Landlord’s financings and/or property dispositions, or, if there are uncured defaults on the part of the Landlord, stating and Tenant shall indemnify Landlord against all damages (including consequential damages in the nature of increased costs or loss of any such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordtransactions, and (dincluding attorneys’ fees) such other matters as may be reasonably requested by Landlord. directly or indirectly resulting from Tenant's ’s failure to comply herewith (notwithstanding that any applicable grace or notice period under Section 13 may not have expired). Tenant agrees that if it shall fail at any time to execute, acknowledge and deliver an estoppel certificate any such instrument within fifteen (15) days after delivery request, then Landlord may execute, acknowledge and deliver such instrument as the attorney in fact of Landlord's written request therefor Tenant; and Tenant hereby makes, constitutes and irrevocably appoints Landlord its attorney in fact, coupled with an interest, for that purpose. Notwithstanding anything herein to the contrary, Tenant shall be conclusive upon Tenant (a) that this Lease is in full force execute and effect, without modification except as may be represented by deliver to Landlord, within ten (b10) that there are now no uncured defaults in Landlord's performancedays after the Commencement Date, the Estoppel Certificate/SNDA, the form of which is attached hereto as Exhibit “H” and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordincorporated herein. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) stating such other matters as may be reasonably requested by Landlord. Tenant's ’s failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's ’s written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's ’s performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver Not more often than one (1) time in each consecutive twelve (12) month period, deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements statement’s year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within Within no more than fifteen (15) days following after written request by Landlord: (i) Execute , Tenant will execute, acknowledge, and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord a certificate stating: (a1) certifying that this Lease lease is unmodified and in full force and effect effect, or, if the lease is modified, stating the nature way in which it is modified accompanied by a copy of such the modification and certifying that this Lease, as so modified, is in full force and effect and agreement; (2) the date to which the Rent rental and other charges are paid in advancesums payable under this lease have been paid; (3) that no notice has been received by Tenant of any default which has not been cured, or, if anythe default has not been cured, what Tenant intends to do in order to effect the cure, and when it will do so; (b4) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on Tenant has accepted and occupied the part of premises; (5) that Tenant has no claim or offset against Landlord, or, if there are uncured defaults on the part of the Landlordit does, stating the nature of such uncured defaults, (c) evidencing the status date of the Lease as may be required either by a lender making a loan assignment and assignee (if known to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and Tenant); and (d6) such other matters as may be reasonably requested by Landlord. Any certificate may be relied upon by any prospective purchaser of the premises and any prospective mortgagee or beneficiary under any deed of trust or mortgage encumbering the premises. If Landlord submits a completed certificate to Tenant's failure , and if Tenant fails to deliver an estoppel certificate object to its contents within fifteen ten (1510) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements its receipt of the two completed certificate, the matters stated in the certificate will conclusively be deemed to be correct. Furthermore, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute and deliver on Tenant's behalf any completed certificate to which Tenant does not object within ten (210) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applieddays after its receipt.

Estoppel Certificates. Tenant (a) If in accordance with Article II of this Agreement Buyer elects to proceed with the purchase of the Property, then Seller shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver use commercially reasonable efforts to Landlord any documentsobtain estoppel certificates from each tenant of the Property substantially in the form attached hereto as Exhibit F or, including estoppel certificatesif a tenant’s lease requires a different form, in the form prepared required by Landlord the tenant’s lease, or as otherwise provided in this paragraph below. It shall be a condition to Buyer’s obligation to close the sale and purchase of the Property that on or before the Closing, Buyer is able to obtain an estoppel certificate substantially in such form (ai) certifying from all of the Major Tenants (defined as any tenant occupying over 50,000 square feet of a Building as of the Effective Date, plus those Tenants listed on Exhibit I attached hereto) and (ii) for each project in the Property [a “project” is all of the buildings located in a geographic region as grouped together in the Sales Package; for example, Atlanta, GA is one project], for Leases that this Lease is unmodified and in full force and effect or, if modified, stating the nature aggregate for such project cover at least 65% of the total rentable square feet of such modification project actually rented to tenants and certifying that this Leaserepresent at least 65% of the base rent revenue of such project (collectively, the “Estoppel Threshold”). The Estoppel Threshold shall be measured against the rent roll of the Property as so modifiedof the date hereof (i.e. Seller will not have to deliver estoppels for tenants who have executed Leases after the date hereof), but exclusive of any Leases which expire after the Effective Date or are otherwise terminated with Buyer’s approval or by a tenant pursuant to an express termination right under its Lease after the Effective Date. All estoppel certificates shall be dated no more than forty-five (45) days prior to the originally scheduled Closing Date. An estoppel certificate, even though not in the required estoppel form, will be deemed reasonably acceptable to Buyer if it (i) contains the following information: confirming rent, security deposit, and termination date; that no rent has been paid more than one month in advance; that the Lease is in full force and effect and that a true and correct copy of the date Lease with all amendments and modifications is attached; and that all work to be performed by landlord has been performed and that the tenant has no knowledge of any landlord default, (ii) is on the form required by the Lease, or (iii) is on the standard form of a tenant which customarily issues its own form. If Seller is unable to satisfy the Rent Estoppel Threshold, Seller may (but is not required to) deliver estoppel certificates containing the information set forth in clause (i) above executed by Seller covering such leases as are sufficient, when aggregated with the tenant estoppel certificates previously delivered, to satisfy the Estoppel Threshold, provided that Buyer shall not be obligated to accept Seller estoppel certificates that collectively cover in excess of ten percent (10%) of the area of the Property actually rented to tenants. Seller’s representations and other charges are paid warranties in advanceany Seller estoppel certificates will survive the Closing, if anysubject to the limitations contained in Sections 3.2, 3.3, 3.4, 9.11 and 9.19 hereof. In the event that Buyer receives an estoppel certificate from a tenant complying with the requirements of this Section 8.4 and for which Seller previously delivered its estoppel certificate, Seller shall be automatically released from any liability or obligation under its estoppel certificate. (b) acknowledging that there are notIf Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Section 8.4(a), or if the certificates received or substituted Seller estoppels contain material information or omissions unacceptable to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either Buyer in its reasonable discretion and Buyer objects thereto by a lender making a loan written notice to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate Seller within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior business days after receipt by Buyer of the objectionable estoppel, but in any event on or before the Closing Date, then Seller will not be in default by reason thereof, and Seller may elect to extend the current financial statements yearClosing Date by up to thirty (30) days in order to satisfy the requirement. If Seller still cannot satisfy the requirement at the end of such extended period, with an opinion then Buyer may, by written notice given to Seller before the Closing, elect to terminate this Agreement and receive a refund of a certified public accountantthe Deposit or waive said condition. If Buyer so elects to terminate this Agreement, including a balance sheet neither party shall have any further rights or obligations hereunder except as provided in Section 6.1 above and profit Sections 9.3 and loss statement for the most recent prior year9.9 below. If no such notice is delivered by Buyer, all prepared in accordance with generally accepted accounting principles consistently appliedBuyer shall be deemed to have waived such condition.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following written a request in writing by Landlord: (i) Execute , Tenant shall execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters form as may be reasonably required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Tenant's failure to deliver an estoppel Any such certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented relied upon by Landlordany prospective mortgagee or purchaser of all or any portion of the Project. At any time during the Lease Term, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Landlord may require Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord shall hold such statements in strict confidence, and, if requested by Tenant, shall execute a commercially reasonable form of non-disclosure agreement as a condition to Tenant’s obligation to deliver such financial statements. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Notwithstanding the foregoing, in the event that (i) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that “controls” Tenant or is otherwise an “affiliate” of Tenant, as those terms are defined in Section 14.8 of this Lease) is publicly traded on a national stock exchange, and (ii) Tenant has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise Affiliates of Tenant), then Tenant’s obligation to provide Landlord with its financial statements shall be deemed satisfied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute covenants and agrees to execute, acknowledge and deliver to Landlord any documentsLandlord, including estoppel certificatesupon ▇▇▇▇▇▇▇▇’s written request, in the form prepared by Landlord (a) a written Estoppel Certificate certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification modifications) and certifying that this Lease, as so modified, is in full force and effect and effect; stating the date dates to which the Basic Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhas been paid, stating the amount of the Security Deposit held hy Landlord; stating the amount of the Monthly Deposits held by Landlord for the then tax and insurance year; and stating whether or not Landlord is in default under this Lease (and, if so, specifying the nature of the default); and stating such uncured defaults, (c) evidencing the status of the other matters concerning this Lease as Landlord may reasonably request, including but not limited to, the form of Estoppel Certificate attached hereto as Exhibit ▇. ▇▇▇▇▇▇ agrees that such statement may be required either delivered to and relied upon by a lender making a loan to Landlord to be secured by deed of trust any existing or mortgage covering the Premises prospective mortgagee or a purchaser of the Premises from LandlordProperty, and (d) such other matters as may be reasonably requested by Landlord. Tenant's Tenant agrees that a failure to deliver an estoppel certificate such a statement within fifteen ten (1510) days after delivery of Landlord's written request therefor from Landlord shall be conclusive upon Tenant (a) that this Lease is in full force and effect, effect without modification except as may be represented by Landlord, (b) ; that there are now no uncured defaults in by Landlord under this Lease; and that any representation by Landlord with respect to Basic Rent, the Security Deposit and Monthly Deposits are true. In the event Tenant requests any changes or revisions to any such Estoppel Certificate other than to correct inaccuracies, Tenant shall pay to Landlord's performance, and within ten (c10) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented days after demand by Landlord. (ii) Deliver to , the reasonable costs and expenses of Landlord in connection the current financial statements negotiation, drafting and revision of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountantsuch Estoppel Certificate, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedattorneys’ fees.

Estoppel Certificates. Tenant shall within fifteen (15a) days following written request by Landlord: (i) Execute Borrower agrees at any time and from time to time, to execute, acknowledge and deliver to Landlord Lender, within ten days after receipt of Lender’s written request therefor, a statement in writing setting forth (A) the Principal Indebtedness, (B) the date on which installments of interest and/or principal were last paid, (C) any documentsoffsets or defenses to the payment of the Indebtedness, including estoppel certificates(D) that the Notes, in this Agreement, the form prepared by Landlord (a) certifying that this Lease is unmodified Mortgages and in full force the other Loan Documents are valid, legal and effect or, binding obligations and have not been modified or if modified, stating the nature giving particulars of such modification and certifying modification, (E) that this Leaseneither Borrower nor, as so modifiedto Borrower’s knowledge, Lender, is in default under the Loan Documents (or specifying any such default), (F) that all Leases are in full force and effect and have not been modified (except in accordance with the date to which Loan Documents), (G) whether or not any of the Rent and other charges Tenants under the Leases are paid in advance, if any, material default under the Leases (setting forth the specific nature of any such material defaults) and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (dH) such other matters as Lender may reasonably request. Any prospective purchaser of any interest in a Loan shall be reasonably requested by Landlord. Tenant's failure permitted to rely on such certificate. (b) Upon Lender’s written request, Borrower shall use commercially reasonable efforts to obtain from each Tenant whose Lease requires such Tenant to execute and deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force form and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performancesubstance reasonably satisfactory to Lender, and (c) that no Rent has been paid shall thereafter promptly deliver to Lender duly executed estoppel certificates from any one or more of such Tenants under such Leases as requested by Lender. Borrower shall not be required to deliver such certificates more frequently than one time in advance. If Tenant fails to so deliver any 12-month period, other than the 12-month period during which a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease Securitization occurs or is unmodified and in full force and effect except as represented by Landlordattempted. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant Seller shall within fifteen (15) days following written request by Landlord: (i) Execute use reasonable and diligent efforts to obtain and deliver to Landlord any documentsPurchaser estoppel certificates from each of the tenants of the Land and the Improvements, including which estoppel certificates, in certificates shall be without material and adverse modification to the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of estoppel certificate attached as Exhibit D hereto or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease form as may be required either by the applicable tenant’s Lease (each estoppel certificate satisfying such criteria, a lender making “Conforming Estoppel”) on or prior to the Closing Date. An estoppel certificate shall be deemed to contain a loan material and adverse modification if (i) the estoppel certificate contains modification(s) that relate to Landlord matter(s) of an ascertainable and liquidated amount in excess of $10,000 and (ii) Seller fails to provide Purchaser with a credit at Closing in an amount necessary to cure such modification(s). Moreover, the condition precedent described in this Section 10.6 shall be deemed to have failed if there are estoppel certificates which, in the aggregate, contain modifications that relate to matters of an ascertainable and liquidated amount in excess of $100,000 and Seller fails to provide Purchaser with a credit at Closing in an amount necessary to cure such modifications so that they are $100,000 or less (it being understood agreed by Purchaser that so long as Seller provides a credit in an amount sufficient to reduce such modifications such that they are $100,000 or less in the aggregate, then Purchaser shall not be permitted to terminate this Agreement pursuant to this sentence). With respect to the delivery and receipt of estoppel certificates as provided above, Seller covenants and agrees that (i) Seller shall prepare, or cause to be secured by deed of trust or mortgage covering prepared, and deliver to Purchaser for review and approval, the Premises or a purchaser of estoppel certificates based on the Premises from Landlordform attached hereto as Exhibit D, and (dii) such other matters Seller shall remit, or cause to be remitted, the estoppel certificates to tenants for signature as may be reasonably requested soon as possible following Purchaser’s written notice to Seller that Purchaser has approved the estoppel certificates prepared by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen Seller (15) days after delivery of Landlord's which written request therefor notice shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advanceset forth any required corrections). If Tenant Purchaser fails to so deliver a requested notify Seller, in writing, of its approval of, or any changes to, the estoppel certificate certificates it receives from Seller for approval within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years business days following Purchaser’s receipt of the same, Seller may forward such estoppel certificates to the tenants without Purchaser’s prior approval. It shall be a condition precedent to Purchaser’s obligation to proceed to close hereunder that, no less than three (3) business days prior to the current financial statements yearClosing Date, with an opinion Seller delivers to Purchaser a Conforming Estoppel from all of the following tenants: (i) Metro Government (all spaces), Caremark, Inc., Quest Diagnostics, Southeastern Telecom, GSA (all spaces), Mercantile Properties, Inc., and Caterpillar Financial Services (collectively, the “Critical Tenants”) and (ii) tenants (inclusive of the Critical Tenants) who lease, in the aggregate, at least seventy-five percent (75%) of the leased space in the Improvements (the “Required Estoppel Amount”). If, no less than three (3) business days prior to the Closing Date, Purchaser does not receive a certified public accountantsufficient number of Conforming Estoppels to satisfy the Required Estoppel Amount, including a balance sheet Purchaser may elect, as its sole and profit exclusive remedy hereunder, by delivery of written notice to Seller on or prior to Closing, either to (i) proceed to Closing and loss statement for waive the most recent prior yearcondition precedent related to the Required Estoppel Amount and the delivery of Conforming Estoppels; or (ii) terminate this Agreement, all prepared in accordance with generally accepted accounting principles consistently appliedwhereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability or obligation hereunder, except as otherwise expressly provided herein.

Estoppel Certificates. Tenant shall within fifteen twenty (1520) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including an estoppel certificatescertificate, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen twenty (1520) days after delivery of Landlord's written request therefor shall be a breach of this Lease and shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied. All financial statements delivered by Tenant to Landlord shall be held in strict confidence by Landlord (and Landlord's lender or any prospective purchaser of the Premises requiring such financial statements) and shall be used by Landlord, Landlord's lender or such prospective purchaser only to evaluate Tenant's financial condition in connection with this Lease.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time tune it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen Receipt of estoppel certificates consistent with the "Rent Roll" (15as hereinafter defined) and Seller's representations and warranties set forth in paragraph 7A(2)(a) hereof, dated not more than thirty (30) days following written request by Landlord: prior to the Closing Date from Vons, S▇▇▇▇, ▇▇▇▇▇ Brothers, Blockbuster and 70% of the balance of the tenants at the Property under leases at the Property in effect as of the date hereof, is a condition precedent to Buyer's obligation to purchase the Property hereunder. The estoppel certificates to be obtained from each tenant shall be substantially in the form of Exhibit "E" attached hereto and made a part hereof; provided, however, (i) Execute and deliver with respect to Landlord the any documentsmajor national tenant, including the applicable estoppel certificates, certificate may be in the standard form prepared otherwise required by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, entity and (bii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on if the part of Landlord, or, if there are uncured defaults on applicable tenant lease limits the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be information required either by a lender making a loan to Landlord to be secured certified by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlordtenant, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver then an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor setting forth only such required information shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advancedeemed acceptable. If Tenant fails the required tenant estoppel are not delivered to so deliver a requested Buyer, or if any tenant estoppel certificate within either does not meet the prescribed time it foregoing requirements or discloses any facts objectionable to Buyer in its reasonable opinion, Buyer may elect to either: (x) terminate this Agreement by delivering written notice to Seller on or before the expiration of the Due Diligence Period (in which event the Escrow Deposit shall be conclusively presumed that promptly returned to Buyer); or (y) waive the satisfaction of this Lease is unmodified condition (and in full force failure to provide such written notice of termination shall be deemed a waiver) and effect except as represented proceed with transaction contemplated hereunder. Seller's sole obligation hereunder shall be to utilize reasonable efforts to obtain such estoppel certificates (such reasonable efforts obligation not including any obligation to institute legal proceedings or to expend any monies therefor, other than for minor administrative charges incurred by LandlordSeller). (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen seven (157) days following written request by Landlord:, (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen seven (157) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time time, it shall be conclusively presumed deemed that this the Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant Subtenant shall within fifteen at any time and from time to time upon ten (1510) days following prior written request by Landlord: (i) Execute from Landlord or Sublandlord execute, acknowledge and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) or Sublandlord a written statement certifying that Subtenant has accepted the Subleased Premises, that this Lease Sublease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating that the nature of such modification and certifying that this Lease, as so modified, same is in full force and effect as modified and stating the modifications), that to the best of Subtenant's knowledge the Sublandlord is not in default hereunder, the date to which the Rent rental and other charges are have been paid in advance, if anyor such other accurate certification as may reasonably be required by Landlord or Sublandlord or Landlord or Sublandlord's mortgagee, and (b) acknowledging agreeing to give copies to any mortgagee of Landlord or Sublandlord of all notices by Subtenant to Landlord or Sublandlord. It is intended that there are not, any such statement delivered pursuant to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as this Section 21.0 may be required either relied upon by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a any prospective purchaser of the Subleased Premises from Landlord, and (d) such other matters as may mortgagee of the Subleased Premises and their respective successors and assigns. Subtenant shall not be reasonably requested obliged to so certify unless the applicable estoppel certificate is prepared by Landlord/Sublandlord and/or Landlord or Sublandlord's mortgagee. Tenant's failure However, Subtenant agrees to deliver an supply the applicable materials for the preparation of the estoppel certificate. Subtenant shall not be required to comply with this Section 21.0 except after a reasonable interval has passed after each previous estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall have been issued; a reasonable interval means not more than once every 3 months, except as required by Landlord and permitted under the Primary Lease. Subtenant shall be conclusive entitled to receive similar estoppel certificates from Landlord or Sublandlord from time to time during the Term of this Sublease upon Tenant (a) that this Lease is in full force which Subtenant or its designee may rely as true and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordcorrect. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease commercially reasonable form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of 702009.06/WLA -54- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.] the Premises from LandlordProject, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and (d) shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as instruments may be reasonably requested by Landlordrequired for such purposes. Tenant's failure At any time during the Lease Term, Landlord may require Tenant to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord agrees that it shall execute a commercially reasonable nondisclosure agreement agreeing to keep any confidential materials provided by Tenant in connection with the foregoing confidential if so requested by Tenant. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Notwithstanding any provision to the contrary contained herein, if Landlord requests Tenant to execute more than two (2) estoppel certificates during the first (1st) five years of the Lease Term, the second (2nd) five (5) years of the Lease Term or any such subsequent five (5) year period of the Lease Term (and Tenant has, at the time Landlord makes a request for Tenant to execute a third (3rd) estoppel in the particular five (5) year period, previously executed and delivered to Landlord the prior two (2) estoppel certificates in such five (5) year period in accordance with the terms of this Article 17 of the Lease), then Landlord shall, within thirty (30) days following its receipt of a request from Tenant (which request shall be accompanied by reasonably acceptable back-up documentation), but in any event after Tenant has executed such third (3rd) or subsequent estoppel certificate, reimburse Tenant for its actual, reasonable, out-of-pocket costs incurred by Tenant in reviewing such third (3rd) estoppel certificate and all subsequent estoppel certificates requested in the particular five (5) year period; provided, however, in no event shall the amount of such review fees exceed One Thousand and 00/100 Dollars ($1,000.00) per estoppel.

Estoppel Certificates. Tenant shall A. Seller shall, within fifteen ten (1510) days following written request after the date of this Agreement, send estoppel certificates (individually, an "Estoppel Certificate" and collectively, the "Estoppel Certificates") to each tenant occupying space at the Property as of the date of this Agreement. The Estoppel Certificates sent to tenants by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, Seller shall be in the form prepared of EXHIBIT G attached hereto (the "Form Tenant Estoppel Certificate"). B. It shall be a condition precedent to Purchaser's obligation to purchase the Property pursuant to this Agreement that Seller provide to Purchaser, at Closing, Estoppel Certificates, dated as of a date after the date of this Agreement, executed by Landlord tenants occupying not less than seventy-five percent (a75%) certifying that of the net rentable square footage of space at the Property (exclusive of space currently occupied by Seller or "EOPMC" [defined below] as a leasing and management office) as of the Closing Date, specifically including within such seventy-five percent (75%) the "Designated Tenants" (as hereinafter defined) (collectively, the "Required Tenants"). For purposes of this Lease is unmodified Agreement, the term "Designated Tenants" shall mean the tenants set forth on EXHIBIT T attached hereto and in full force and effect or, if modified, stating the nature term "Designated Tenant" shall mean any one of such modification and certifying Designated Tenants. The Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate, except that an Estoppel Certificate shall be deemed an acceptable Estoppel Certificate for purposes of this LeaseSection 9 if paragraph 14 of the Form Tenant Estoppel Certificate pertaining to Purchaser's first mortgage lender is stricken or deleted and/or if it contains the qualification by the tenant of any statement as being to the best of its knowledge or as being subject to any similar qualification (the aforesaid acceptable Estoppel Certificates to be delivered are collectively referred to as the "Required Estoppel Certificates"). Purchaser acknowledges that, as so modifiednoted above, is the space occupied by Equity Office Properties Management Corp., a Delaware corporation ("EOPMC"), Seller's on-site manager, shall not be included in full force and effect and the date to which seventy-five percent (75%) described above, as EOPMC will vacate the Rent and other charges are paid in advanceProperty, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part effective as of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by LandlordClosing. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel estoppels certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's ’s knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may reasonably be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's ’s failure to deliver an estoppel certificate within fifteen ten (1510) business days after delivery of Landlord's ’s written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, ’s performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed deemed that there exist no defaults under this Lease on the part of Landlord, that the rent is unmodified current and in full force and effect except as represented by that Tenant has no claims against Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documentsan estoppel certificate, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Leasewhich, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of submitted by Landlord, orshall be in a commercially reasonable form, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Project (or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or Landlord's prospective mortgagees. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. Failure of Tenant to timely execute and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises from and an acknowledgment by 843078.08/SD374622-00033/8-4-16/MLT/dek -33- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] Tenant that statements included in the estoppel certificate are true and correct, without exception. Failure by Tenant to so deliver such estoppel certificate shall be a material default of the provisions of this Lease if such failure continues for an additional three (3) business days after Landlord's second request for such estoppel certificate. In addition, Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys' fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such estoppel certificate. At any time that Tenant is not a public company, upon request from time to time, Tenant agrees to provide to Landlord, within ten (d10) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) business days after Landlord's delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effecttherefor, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of for Tenant, and dated no earlier than one (1) year prior to such written request, certified as accurate by Tenant or, if available, audited financial statements prepared by an independent certified public accountant with copies of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedauditor's statement.

Estoppel Certificates. Tenant shall within fifteen Within no more than Thirty (1530) days following after written request by Landlord: (i) Execute , Tenant will execute, acknowledge, and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord a certificate stating: (a1) certifying that this Lease is unmodified and in full force and effect effect, or, if the Lease is modified, stating the nature way in which it is modified accompanied by a copy of such the modification and certifying that this Lease, as so modified, is in full force and effect and agreement; (2) the date to which the Rent rental and other charges are paid in advancesums payable under this Lease have been paid; (3) that no notice has been received by Tenant of any default which has not been cured, or, if anythe default has not been cured, what Tenant intends to do in order to effect the cure, and when it will do so; (b4) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on Tenant has accepted and occupied the part of premises; (5) that Tenant has no claim or offset against Landlord, or, if there are uncured defaults on the part of the Landlordit does, stating the nature of such uncured defaults, (c) evidencing the status date of the Lease as may be required either by a lender making a loan assignment and assignee (if known to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and Tenant); and (d6) such other matters as may be reasonably requested by Landlord. Any certificate may be relied upon by any prospective purchaser of the premises and any prospective mortgagee or beneficiary under any deed of trust or mortgage encumbering the premises. If Landlord submits a completed certificate to Tenant's failure , and if Tenant fails to deliver an estoppel certificate object to its contents within fifteen ten (1510) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements its receipt of the two completed certificate, the matters stated in the certificate will conclusively be deemed to be correct. Furthermore, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to execute and deliver on Tenant's behalf any completed certificate to which Tenant does not object within ten (210) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applieddays after its receipt.

Estoppel Certificates. Tenant Lessee shall within fifteen ten (1510) days following written request by LandlordLessor: (i) Execute and deliver to Landlord Lessor any documents, including estoppel certificates, in the form prepared by Landlord Lessor (a) certifying that this Lease is unmodified and in full force and effect oreffect, or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect effect, and the date to which the Monthly Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to TenantLessee's knowledge, any uncured defaults on the part of LandlordLessor, or, if there are uncured defaults on the part of the LandlordLessor, stating the nature of such uncured defaults, defaults and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord Lessor to be secured by deed of trust or mortgage covering the Demised Premises or a purchaser of the Demised Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. TenantLessors Lessee's failure to deliver an estoppel certificate within fifteen ten (1510) days after delivery of LandlordLessor's written request therefor shall be conclusive upon Tenant Lessee (a) that this Lease is in full force and effect, without modification except as may be represented by LandlordLessor, (b) that there are now no uncured defaults in LandlordLessor's performance, performance and (c) that no Monthly Rent has been paid in advance. If Tenant Lessee fails to so deliver a requested estoppel certificate within the prescribed time time, it shall be conclusively presumed that this the Lease is unmodified and in full force and effect except as represented by LandlordLessor. (ii) Deliver to Landlord Lessor the current financial statements of TenantLessee, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen Within ten (1510) days following written a request in writing by Landlord: (i) Execute , Tenant shall execute and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be in a commercially reasonable form, indicating therein any documentsexceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s Mortgagee or Landlord’s prospective mortgagees. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes so long as such instruments are in a commercially reasonable form. Failure of Tenant to timely execute and deliver such commercially reasonable estoppel certificate or other commercially reasonable instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception. Failure by Tenant to so deliver such estoppel certificate shall be a material default of the provisions of this Lease. In addition, Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys’ fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such estoppel certificates, in certificate (except if such failure is caused by Tenant’s commercially reasonable objection to the form prepared of such certificate or instrument). Upon request from time to time, Tenant agrees to provide to Landlord, within twenty (20) days after Landlord’s delivery of written request therefor, current financial statements for Tenant, dated no earlier than one (1) year prior to such written request, certified as accurate by Landlord (a) certifying that this Lease is unmodified and in full force and effect Tenant or, if modifiedavailable, stating audited financial statements prepared by an independent certified public accountant with copies of the nature of such modification auditor’s statement; provided, however, that the foregoing financial statement requirement shall not apply if and certifying that this Lease, for so long as so modified, Tenant is in full force a publicly traded company and effect and the date to which the Rent and other charges its financials are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlordavailable on-line. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and covenants to deliver to Landlord any documentsLandlord, including estoppel certificatesupon Landlord’s written request, (A) a written statement in the form prepared by Landlord (a) and substance similar to that attached hereto as Exhibit D, certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification modifications) and certifying that this Lease, as so modified, is in full force and effect effect; stating the dates to which Basic Rent and Additional Rent have been paid; stating the amount of the Security Deposit and the date to which the Rent and other charges are paid in advanceamount of security deposit held by Landlord, if any; stating whether any rent abatements, tenant finish allowances or other tenant concessions remain outstanding; and stating whether or not Landlord is in default under this Lease (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, orand, if there are uncured defaults on the part of the Landlordso, stating specifying the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) default); stating any other such other matters as reasonably requested; and (B) financial statements on Tenant in sufficient detail to permit Landlord, existing or prospective Fee Mortgagee or buyer, to perform a credit analysis of Tenant. Tenant agrees that such statements may be reasonably requested delivered to and relied upon by Landlordany existing or prospective mortgagee or purchaser of the Premises. Tenant's Tenant agrees that a failure to deliver an estoppel certificate such a statement within fifteen ten (1510) days after delivery of Landlord's written request therefor shall from Landlord will be conclusive upon Tenant (a) as to the matters set forth in any pre-prepared estoppel certificate, and in any event, that this Lease is in full force and effect, effect without modification except as may be represented by Landlord, (b) ; that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that by Landlord under this Lease is unmodified and in full force and effect except as represented that any representation by Landlord. (ii) Deliver Landlord with respect to Landlord the current financial statements of Rent, amounts due to Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedSecurity Deposit are true.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease commercially reasonable form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject, or any portion thereof), making any modifications or indicating any exceptions thereto that may exist at that time to make such statements therein true and correct, and (d) shall also contain any other factual information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as instruments may be reasonably requested by Landlordrequired for such purposes. Tenant's failure Unless the same are otherwise reasonably publicly available, at any time during the Lease Term, Landlord may require Tenant to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. If Tenant fails to execute, acknowledge and deliver any such estoppel certificate or other instruments within such ten (10) business day period, then Landlord may deliver a written notice (the “Estoppel Reminder Notice”) to Tenant stating that Tenant has failed to deliver such estoppel certificate and/or other instruments within the required time period. If Tenant fails to deliver such estoppel certificate and/or other instruments within five (5) days following the date upon which Landlord delivered an Estoppel Reminder Notice, then such failure shall constitute an acceptance and acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. 9.5.1 If Buyer elects (or is deemed to have elected) not to terminate this Agreement on or before the end of the Due Diligence Period pursuant to Section 3.6, then Seller shall use commercially reasonable efforts to obtain tenant estoppel certificates from each Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documentsof the Property in the form prescribed in the applicable Lease, including or otherwise in accordance with the provisions for estoppel certificatescertificates prescribed in the applicable Lease, and, if no form or specified provisions are so prescribed, in the form prepared by Landlord (a) certifying that this Lease is unmodified attached hereto as Exhibit “J”. It shall be a condition to Buyer’s obligation to close the sale and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part purchase of the Landlord, stating the nature of such uncured defaultsProperty that, (cA) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters soon as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there they are now available but no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the later than two (2) years days prior to the current financial statements yearClosing, Seller delivers to Buyer tenant estoppel certificates in the form, prescribed in the preceding sentence, in favor of Buyer, dated not earlier than thirty (30) days from the Closing Date from: (i) Giant, Giant Gas, ▇▇▇▇▇ Fargo, Staples, Party City and Pier One (collectively, “Major Tenants”), and (ii) such other tenants that do not constitute Major Tenants (collectively, the “Other Tenants”) so as to obtain estoppel from tenants, in the aggregate, occupying at least eighty five percent (85%) of the gross leasable area (the “GLA”) of the Shopping Center (including the Major Tenants), and (B) such tenant estoppels (x) are consistent in all material respects with the Rent Roll and the Leases delivered to Buyer as part of the Due Diligence Items and with the substance of any material representation made by Seller in this Agreement, (y) do not identify any material unperformed landlord obligations (except, with respect to New Leases and Pending Leases for landlord obligations expressly set forth in the Due Diligence Items delivered to Buyer or otherwise agreed to in writing by Buyer). 9.5.2 As to any Lease for which Seller is unable to timely obtain an opinion of a estoppel certificate from any Tenant, Seller shall have the right, but not the obligation, as determined in Seller’s sole discretion, to deliver to Buyer Seller’s own estoppel certificate in the form attached as Exhibit “J” (which shall be completed by Seller and warranted and represented by Seller to Seller’s knowledge), setting forth the matters which should have been covered by such missing estoppel certificate. Notwithstanding the foregoing, in no event may Seller us any Seller estoppels to satisfy the condition to closing set forth in Section 9.5.1. The applicable limits on liability set forth in Section 6.2 shall apply to any representations or warranties provided in any estoppel certificate certified public accountantby Seller hereunder. Any claim which Buyer may have which is not so asserted within the Contractual Survival Period shall not be valid or effective and Seller shall have no liability with respect thereto. In the event that, including a balance sheet following the Closing Date, Seller obtains an estoppel Certificate with respect to any Lease for which Seller self-certified and profit such estoppel certificate complies with Section 9.5.1, then Seller shall deliver such estoppel certificate to Buyer and, upon such delivery, Seller shall be automatically released from any liability or obligation under the self-certification previously delivered by Seller with respect to such Lease. In the event that, following the Closing Date, Buyer receives an estoppel certificate with respect to any Lease for which Seller gave its certification and loss statement for the most recent prior yearsuch estoppel certificate complies with Section 9.5.1, all prepared in accordance then upon such receipt by Buyer, Buyer shall notify Seller and Seller shall be automatically released from any liability or obligation under its certification previously delivered by Seller to Buyer with generally accepted accounting principles consistently appliedrespect to such Lease.

Estoppel Certificates. Within ten (10) Business Days after written request therefor, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documents, including estoppel certificatesLandlord, in the a form prepared provided by Landlord (a) certifying or satisfactory to Landlord, a certificate stating that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect effect, describing this Lease and any amendments or modifications hereto, acknowledging that this Lease is subordinate or prior, as the case may be, to any Encumbrance and stating any other information Landlord may reasonably request, including the commencement and expiration dates of the Term, the monthly Base Rent, the date to which Rent has been paid, the Rent and other charges are paid amount of any security deposit or prepaid rent, whether either party hereto is in advancedefault under the terms of the Lease, whether Landlord has completed its construction obligations hereunder (if any), and whether Tenant has accepted the Premises. Tenant irrevocably constitutes, appoints and authorizes Landlord as Tenant’s special attorney-in-fact for such purpose to complete, execute and deliver such certificate if Tenant fails timely to execute and deliver such certificate as provided above. Any person or entity purchasing, acquiring an interest in or extending financing with respect to the Property shall be entitled to rely upon any such certificate. If Tenant fails to deliver such certificate within ten (b10) acknowledging that there are notdays after Landlord’s second written request therefor, Tenant shall be liable to Tenant's knowledge, Landlord for any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part damages incurred by Landlord including any profits or other benefits from any financing of the LandlordProperty or any interest therein which are lost or made unavailable as a result, stating the nature directly or indirectly, of Tenant’s failure or refusal to timely execute or deliver such uncured defaultsestoppel certificate. In addition, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's ’s failure to deliver an estoppel certificate such statement within fifteen (15) days after delivery of Landlord's written request therefor such time shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's ’s performance, that Tenant has no claims or offsets against Landlord, and (c) that no not more than one month’s Base Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) days after written request therefor, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute and deliver to Landlord any documents, including estoppel certificatesLandlord, in the a form prepared provided by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date or satisfactory to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, a certificate stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full still force and effect, without modification except describing any amendments or modifications hereto, acknowledging that this Lease is subordinate or prior, as the case may be represented by Landlordbe, (b) that there are now no uncured defaults in Landlord's performanceto any Encumbrance and stating any other information Landlord may reasonably request, and (c) that no including the Term, the monthly Base Rent, the date to which Rent has been paid paid, the amount of any security deposit or prepaid Rent, whether either party hereto is in advancedefault under the terms of the Lease, and whether Landlord has completed its construction obligations hereunder (if any). If Tenant fails timely to execute and deliver such certificate as provided above, then Landlord and the addressee of such certificate shall be entitled to rely upon the information contained in the certificate submitted to Tenant as true, correct and complete, and Tenant shall be estopped from later denying, contradicting or taking any position inconsistent with the information contained in such certificate. Any person or entity purchasing, acquiring an interest in or extending financing with respect to the Project shall be entitled to rely upon any such certificate. If Tenant fails to so deliver a requested estoppel such certificate within ten (10) days after Landlord’s second written request therefor, which second written request will reiterate the prescribed time it following remedies in bolded, all capital letters, such failure shall be conclusively presumed that this Lease is unmodified deemed an Event of Default by Tenant and in full force Tenant shall be liable to Landlord for any and effect except as represented all damages incurred by Landlord. (ii) Deliver to Landlord , including, without limitation, any profits or other benefits from any financing of the current financial statements Project or any interest therein which are lost or made unavailable as a result, directly or indirectly, of Tenant, and financial statements of the two (2) years prior ’s failure or refusal to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedtimely execute or deliver such estoppel certificate.

Estoppel Certificates. At any time and from time to time, upon not less than ten (10) days' prior notice from Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsa statement certifying the commencement date of this Lease, including estoppel certificates, in the form prepared by Landlord (a) certifying stating that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating the nature of such modification and certifying that this Lease, as so modified, Lease is in full force and effect as modified and the date and nature of each such modification), that to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to best of Tenant's knowledge, any uncured defaults on the part of Landlord, knowledge Landlord is not in default under this Lease (or, if there are uncured defaults on the part of the LandlordLandlord is in default, stating specifying the nature of such uncured defaultsdefault), that Tenant is not in default under this Lease (c) evidencing or, if Tenant is in default, specifying the status nature of such default), the Lease as may be required either by a lender making a loan current amounts of and the dates to Landlord to be secured by deed of trust or mortgage covering which the Premises or a purchaser of the Premises from LandlordMonthly Rent and Additional Rent has been paid, and (d) setting forth such other matters as may be reasonably requested by Landlord. Tenant's failure Any such statement may be conclusively relied upon by a prospective purchaser of the Real Property or by a tender obtaining a lien on the Real Property as security. If Tenant fails to deliver an estoppel certificate such statement within fifteen the time required hereunder, and such failure continues for five (155) days Business Days after delivery of notice thereof from Landlord's written request therefor , such failure shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (bii) that there are now no uncured defaults in Landlord's performanceperformance of its obligations hereunder, and (ciii) that no not more than one month's installment of Monthly Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified , and in full force and effect except as represented by Landlord. (iiiv) Deliver to Landlord the current financial any other statements of fact included by Landlord in such statement are correct. Tenant acknowledges and agrees that its failure to timely execute such certificate, where such failure shall continue for five (5) Business Days after written notice thereof from Landlord, may cause Landlord serious financial damage by causing the failure of a sale or financing transaction and giving Landlord all of its rights and remedies under Paragraph 25 above, including its right to damages caused by the loss of such sale or financing, but only to the extent any such loss is attributable to Tenant's failure to deliver any such certificate. At any time and from time to time, upon not less than thirty (30) days' prior notice from Tenant, in connection with a legitimate business transaction of Tenant Landlord shall execute and financial statements of deliver to Tenant, a statement certifying the two (2) years prior aforesaid matters to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedLandlord's knowledge.

Estoppel Certificates. At any time and from time to time, upon not --------------------- less than ten (10) Business Days' prior notice from Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsa statement certifying the commencement date of this Lease, including estoppel certificates, in the form prepared by Landlord (a) certifying stating that this Lease is unmodified and in full force and effect or(or if there have been modifications, if modified, stating the nature of such modification and certifying that this Lease, as so modified, Lease is in full force and effect as modified and the date and nature of each such modification), that to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to best of Tenant's knowledge, any uncured defaults on the part of Landlord, knowledge Landlord is not in default under this Lease (or, if there are uncured defaults on the part of the LandlordLandlord is in default, stating specifying the nature of such uncured defaultsdefault), that Tenant is not in default under this Lease (c) evidencing or if Tenant is in default, specifying the status nature of such default), the Lease as may be required either by a lender making a loan current amounts of and the dates to Landlord to be secured by deed of trust or mortgage covering which the Premises or a purchaser of the Premises from LandlordMonthly Rent and Additional Rent has been paid, and (d) setting forth such other matters as may be reasonably requested by Landlord. Tenant's failure Any such statement may be conclusively relied upon by a prospective purchaser of the Real Property or by a lender obtaining a lien on the Real Property as security. If Tenant fails to deliver an estoppel certificate such statement within fifteen (15) days after delivery of Landlord's written request therefor the time required hereunder, such failure shall be conclusive upon Tenant that (ai) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (bii) that there are now no uncured defaults in Landlord's performanceperformance of its obligations hereunder, and (ciii) that no not more than one month's installment of Monthly Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified , and in full force and effect except as represented by Landlord. (iiiv) Deliver to Landlord the current financial any other statements of Tenant, fact included by Landlord in such statement are correct. Tenant acknowledges and agrees that its failure to execute such certificate may cause Landlord serious financial statements of damage by causing the two (2) years prior to the current financial statements year, with an opinion failure of a certified public accountantsale or financing transaction and giving Landlord all of its rights and remedies under Paragraph 25 above, including a balance sheet and profit and its right to damages caused by the loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedof such sale or financing.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute covenants and agrees to execute, acknowledge and deliver to Landlord any documentsLandlord, including estoppel certificatesupon ▇▇▇▇▇▇▇▇’s written request, in the form prepared by Landlord (a) a written Estoppel Certificate certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification modifications) and certifying that this Lease, as so modified, is in full force and effect and effect; stating the date dates to which the Basic Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlordhas been paid, stating the amount of the Security Deposit held by Landlord; stating the amount of the Monthly Deposits held by Landlord for the then tax and insurance year; and stating whether or not Landlord is in default under this Lease (and, if so, specifying the nature of the default); and stating such uncured defaults, (c) evidencing the status of the other matters concerning this Lease as Landlord may reasonably request, including but not limited to, the form of Estoppel Certificate attached hereto as Exhibit ▇. ▇▇▇▇▇▇ agrees that such statement may be required either delivered to and relied upon by a lender making a loan to Landlord to be secured by deed of trust any existing or mortgage covering the Premises prospective mortgagee or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by LandlordProperty. Tenant's Tenant agrees that a failure to deliver an estoppel certificate such a statement within fifteen ten (1510) days after delivery of Landlord's written request therefor from Landlord shall be conclusive upon Tenant (a) that this Lease is in full force and effect, effect without modification except as may be represented by Landlord, (b) ; that there are now no uncured defaults in by Landlord under this Lease; and that any representation by Landlord with respect to Basic Rent, the Security Deposit and Monthly Deposits are true. In the event Tenant requests any changes or revisions to any such Estoppel Certificate other than to correct inaccuracies, Tenant shall pay to Landlord's performance, and within ten (c10) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented days after demand by Landlord. (ii) Deliver to , the reasonable costs and expenses of Landlord in connection the current financial statements negotiation, drafting and revision of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountantsuch Estoppel Certificate, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedattorneys’ fees.

Estoppel Certificates. Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord28.1. Tenant's failure to deliver an estoppel certificate within Within fifteen (15) days after delivery request of Landlord's written request therefor , Tenant shall be conclusive upon Tenant (a) deliver to Landlord a duly executed certificate stating the Termination Date, the Monthly Rent, the amount of any prepaid rent and security deposits, the fact that this Lease is in full force and effect, without modification except as may be represented by Landlordthe fact that this Lease is unmodified (or if modified, (b) that there are now no uncured defaults in Landlord's performancethe date of the modification), and the fact that Landlord is not in default (c) or if a default exists, the nature thereof). Failure to timely deliver same shall be conclusive evidence that the Termination Date and Monthly Rent are as set forth herein, no Rent rent has been paid in advance, there is no security deposit, and that there are no modifications or Landlord's defaults. If Tenant fails to so deliver a requested estoppel Such certificate within the prescribed time it shall will be conclusively presumed that this Lease is unmodified and in full force and effect except as represented relied on by Landlord, prospective lenders or prospective purchasers. 28.2. During the term of Lease and any extensions thereto, Tenant (iiand Tenant's Guarantor) Deliver to Landlord the shall produce current financial statements as requested by Landlord, any prospective purchaser or lender or any lender of Tenantrecord within thirty (30) days of written notification from Landlord, and financial statements of the two (2) years prior to the current financial statements year, together with an opinion of a an independent certified public accountant, including a balance sheet and profit and loss statement for accountant of recognized standing to the most recent prior year, all effect that said financial statements have been prepared in accordance conformity with generally general accepted accounting principles consistently appliedapplied and fairly present the financial condition and results of operations of Tenant as of and for the periods covered. Tenant acknowledges that this provision is a material element of the Lease without which Landlord would not have entered into this Lease. If Tenant (or Tenant's Guarantor) is a company which is required to make periodic reports to the Securities and Exchange Commission, a copy of Tenant's (or Tenant's Guarantor) most recent publicly disclosed financial statements shall be sufficient for purposes of this Lease.

Estoppel Certificates. Tenant shall within fifteen ten (1510) business days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen ten (1510) business days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by LandlordLandlord in good faith. (ii) Deliver If Tenant is not a "public company," deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. (a) Seller shall request from each party (other than Seller, any affiliate or any of their respective predecessors in interest) to an Anchor Agreement that is in effect on the Due Diligence Termination Deadline (each, an "Anchor" and, collectively, the "Anchors"), other than those Anchor Agreements specified on Schedule 5.4(a) annexed hereto and other than an Anchor Agreement under which the Anchor has vacated the leased premises due to the expiration of the lease term or the default of the Anchor (in each case as certified by Seller) (collectively, the "Excluded Anchor Agreements"), an estoppel certificate in any one of the following forms: (x) in the form required to be delivered by the respective Anchor as set forth in the applicable Anchor Agreement, (y) an estoppel certificate substantially in the form of Exhibit F attached hereto or (z) an estoppel certificate substantially in the form of the standard form of tenant estoppel certificate (or reciprocal easement agreement estoppel certificate, as the case may be) customarily given by the respective Anchor (as applicable, each, an "Anchor Estoppel Certificate"); provided, however, that Seller shall deliver certificates to the Purchaser with respect to the Excluded Anchor Agreements containing the form and substance of the applicable Anchor Estoppel Certificates. All certificates delivered by Seller shall survive the Closing for six (6) months and inure to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchaser. (b) Seller shall request from each Tenant occupying any space at the Real Property on the Due Diligence Termination Deadline estoppel certificates in form required to be delivered by such Tenant as set forth in the applicable Lease, or, if no such form shall within fifteen be provided therein, then substantially in the form of Exhibit G attached hereto (15as applicable, each, a "Tenant Estoppel Certificate") days following written request exclusive of (1) space covered by Landlord: the leases listed on Schedule 5.4(b) ("Tenant Litigation Space"), (2) space covered by any lease with Tandy or Radio Shack and (3) space which is the subject of (i) Execute a Lease under which the Tenant has vacated the leased premises due to the expiration of the lease term or the default of the Tenant (in each case as certified by Seller), (ii) an Anchor Agreement or (iii) a Specialty License Agreement. (c) An Anchor Estoppel Certificate or a certificate delivered by Seller with respect to an Excluded Anchor Agreement or a Tenant Estoppel Certificate shall be deemed to be satisfactory (a "Satisfactory Estoppel Certificate") only if it satisfies each of the following conditions: (i) it is executed by the applicable Anchor, Tenant or Seller, as applicable, and deliver to Landlord any documents, including estoppel certificates, is (A) substantially in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this LeaseExhibit F or Exhibit G, as so modifiedthe case may be, (B) in the form provided for in the applicable Anchor Agreement or Lease with the information specifically required by the respective Lease or Anchor Agreement, or (C) in the form customarily given by the applicable Anchor, (ii) it does not contradict Seller's representation and warranty in Section 9.2(d) that Seller's Files contain a true and correct copy of any and all leases, reciprocal easement agreements, subleases, licenses or other occupancy agreements affecting all or any portion of the Real Property (except for modifications after the Effective Date in accordance with Section 8.1(b)(ii)) and (iii) it is consistent with the applicable Anchor Agreement or Lease set forth in full Seller's Files. If at any time whether before, at or after the Closing, Seller shall deliver to Purchaser an Anchor Estoppel Certificate with respect to an Excluded Anchor Agreement, (1) any previously delivered certificate of Seller shall be deemed of no further force and effect and the date (2) Seller shall no longer be obligated to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, deliver a certificate of Seller with respect to Tenant's knowledge, such affected Excluded Anchor Agreement. Purchaser shall not be entitled to require Seller to procure a later dated Anchor Estoppel Certificate or Tenant Estoppel Certificate on account of any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part adjournment of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and Closing. (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver Seller shall request an estoppel certificate within fifteen from GMAC (15the "GMAC Estoppel Certificate") days after delivery of Landlord's written request therefor pursuant to which GMAC shall be conclusive upon Tenant certify (a1) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements outstanding principal amount of the two GMAC Mortgage (and accrued and unpaid interest thereon) as of the Closing (after payment of the GMAC Park Plaza Release Price), (2) years as true, correct and complete, copies of all of the GMAC Loan Documents and that the documents listed in Schedule 3.2(b) are all of the substantive or operative documents (or modifications thereof) relating to the loan secured by the GMAC Mortgage, (3) that all payments due to GMAC or its attorneys or agents under the GMAC Loan Documents prior to the current financial statements yearClosing have been made and (4) that GMAC has not provided Seller with written notice of, and has no knowledge of, any default by Seller under any of the GMAC Loan Documents. In the case of clauses (3) and (4), if GMAC certifies the information described in such clauses but dos not use the exact wording set forth above, such certification shall be deemed acceptable if it otherwise complies in substance with an opinion the definition of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedGMAC Estoppel Certificate.

Estoppel Certificates. Tenant Lessee shall within fifteen at any time and from time to time upon not less that ten (1510) days following days' prior written request by Landlord: (i) Execute from Lessor, execute, acknowledge and deliver to Landlord any documentsLessor, including estoppel certificatesIn form reasonably satisfactory to Lessor and/or Lessor's mortgagees, in a written statement certifying that Lessee has accepted the form prepared by Landlord (a) certifying Leased Premises, that this Lease is unmodified and in full force and effect (or, if modifiedthere have been modifications, stating the nature of such modification and certifying modifications), that this Leasethe Lessor is not in default hereunder, as so modified, is in full force and effect and the date to which the Rent rental and other charges are have been paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of or such uncured defaults, (c) evidencing the status of the Lease other accurate certification as may reasonably be required either by a lender making a loan Lessor or Lessor's mortgagee, and agreeing to Landlord give copies to any mortgagee of Lessor of all notices by Lessee to Lessor. It is intended that any such statement delivered pursuant to this section may be secured relied upon by deed of trust or mortgage covering the Premises or a any prospective purchaser of the Leased Premises, mortgagee of the Leased Premises from Landlordor their respective successors and assigns. RIGHT TO CURE. Lessor may, and (d) such other matters as may but shall not be reasonably requested obligated to, cure any default by Landlord. TenantLessee specifically including, but not by way of limitation, Lessee's failure to deliver an estoppel certificate within pay Impositions, obtain insurance, make repairs, or satisfy lien claims, after complying with the notice provisions established in Article 19, and whenever Lessor so elects, all costs and expenses paid by Lessor in curing such default, including, without limitation, reasonable attorneys' fees, shall be so much additional rent due on the next rent date after such payment together with interest (at the rate of fifteen percent (15%) days after delivery per annum from the date of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior advancement to the current financial statements year, with an opinion date of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently appliedrepayment by Lessee to Lessor).

Estoppel Certificates. Tenant shall within fifteen twenty (1520) days following written request by Landlord: (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord, and (d) such other matters as may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen twenty (1520) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, performance and (c) that no Rent has been paid in advance. If Tenant fails to so deliver a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied.

Estoppel Certificates. Within ten (10) business days following a request in writing by Landlord, Tenant shall within fifteen (15) days following written request by Landlord: (i) Execute execute, acknowledge and deliver to Landlord any documentsan estoppel certificate, including estoppel certificateswhich, as submitted by Landlord, shall be substantially in the form prepared by Landlord of Exhibit E, attached hereto (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of or such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, (c) evidencing the status of the Lease commercially reasonable form as may be required either by a lender making a loan to Landlord to be secured by deed of trust any prospective mortgagee or mortgage covering the Premises or a purchaser of the Premises from LandlordProject, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and (d) shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other matters as instruments may be reasonably requested by Landlord. Tenant's failure to deliver an estoppel certificate within fifteen (15) days after delivery of Landlord's written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are now no uncured defaults in Landlord's performance, and (c) that no Rent has been paid in advancerequired for such purposes. If at any time during the Lease Term, Landlord elects to sell or refinance the Project or any Building, Landlord may require Tenant fails to so deliver provide Landlord with a requested estoppel certificate within the prescribed time it shall be conclusively presumed that this Lease is unmodified and in full force and effect except as represented by Landlord. (ii) Deliver to Landlord the current financial statements of Tenant, statement and financial statements of the two (2) years prior to the current financial statement year. Such statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all shall be prepared in accordance with generally accepted accounting principles consistently appliedand, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Notwithstanding the foregoing, in the event that (i) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that “controls” Tenant or is otherwise an “affiliate” of Tenant, as those terms are defined in Section 14.8 of this Lease) is publicly traded on a national stock exchange, and (ii) Tenant has it own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise Affiliates of Tenant), then Tenant’s obligation to provide Landlord with a copies of its financial statements shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.