Common use of Estoppel Statement Clause in Contracts

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balance, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance of the Obligations, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten five (105) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original unpaid principal amount of the LoanNote, (ii) the Outstanding Principal Balance, (iii) the Interest Rate of the LoanNote, (iviii) the date installments of interest and/or principal were last paid, (viv) to Borrower’s actual knowledge, any offsets or defenses to the performance payment of the ObligationsDebt, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modificationmodification and (vi) if to Borrower’s actual knowledge, there are any Events of Default under the Loan. (b) To After request by Borrower, Lender shall within ten (10) Business Days furnish Borrower with a statement, duly acknowledged and certified, stating (i) the extent Mortgage unpaid principal amount of the Note, (ii) the Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) whether or not Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender and (v) if to Lender’s actual knowledge, there are any Events of Default under the Mortgage Loan Agreement, Loan. (c) Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant upon thirty (30) days’ request, an estoppel certificates certificate from each commercial tenant leasing space at Tenant under any Lease; provided that such certificate may be in the Property or Properties owned by form required under such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender, Lease; provided further that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than one (1) time in any calendar year or two (2) times in any calendar yearyear in which a Securitization occurs. (cd) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, upon request, estoppel certificates from each party under to the applicable REA; provided provided, however, that such certificates may be in the form required under the applicable REA and REA; provided further that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the term of the Loan and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balanceunpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or or, to the best of Borrower’s knowledge, defenses to the performance payment of the ObligationsDebt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar year. (d) After request by LenderBorrower, Borrower Lender shall within ten (10) days Business Days furnish Lender Borrower with a statement, duly acknowledged and certified, setting forth stating (i) the original unpaid principal amount of the Mortgage LoanNote, (ii) the Mortgage Loan Outstanding Principal BalanceApplicable Interest Rate, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if anypaid, and (viiv) that whether or not Lender has sent any notice of default under the Mortgage Loan Documents are validwhich remains uncured in the opinion of Lender. (c) Borrower shall use commercially reasonable efforts to deliver to Lender within thirty (30) days of receipt of written request, legal tenant estoppel certificates from each commercial tenant paying rent in an amount greater than $75,000 per annum in form and binding obligations substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than once in any calendar year or less frequently if, and to the extent, so restricted by the terms of Mortgage Borrowers any Leases entered into prior to the Closing Date. (d) Borrower shall, promptly upon request of Lender, deliver to Lender an estoppel certificate from Hotel Operator stating that (i) the Hotel Operating Lease is in full force and have effect and has not been modified, amended (except to the extent permitted under Section 5.1.20 hereof) or assigned (and, if the same has been modified or if modifiedamended, stating that the Hotel Operating Lease, as so modified or amended, is in full force and effect), (ii) Hotel Owner is not in default under any of the terms, covenants or provisions of the Hotel Operating Lease and Hotel Operator knows of no event which, but for the passage of time or the giving particulars of such modificationnotice or both, would constitute an event of default under the Hotel Operating Lease, (iii) Hotel Owner has not commenced any action or given or received any notice for the purpose of terminating the Hotel Operating Lease and (iv) all sums due and payable under the Hotel Operating Lease have been paid in full.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver (or cause Owner to Mortgage Lender and deliver) to Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that Borrower shall not be required to deliver (or cause such Mortgage Borrowers Owner to deliver deliver) such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year; provided, however, that there will be no limit on the number of times Owner may be required to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) To the extent Mortgage Lender requests Mortgage Borrowers Borrower shall use commercially reasonable efforts to deliver REA (or cause Owner to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates pursuant to the Mortgage Loan from each party under any Operations Agreement, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver (or cause each Mortgage Owner to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (d) Borrower owning Property shall use commercially reasonable efforts to deliver (or cause Owner to deliver) to Lender, within thirty (30) days of Lender’s upon request, estoppel certificates from the Ground Lessor, in form and substance reasonably satisfactory to Lender; provided, that is subject Borrower shall not be required to an REA deliver (or cause Owner to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (e) Borrower shall use commercially reasonable efforts to deliver to Mortgage Lender and Lender (or cause Owner to deliver), within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAFranchisor, in form and substance reasonably satisfactory to Lender; provided that such certificates may be in the form required under the applicable REA and provided, that Borrower shall not be required to deliver (or cause Owner to deliver) such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After Mezzanine Borrower shall, from time to time, upon thirty (30) days’ prior written request by from Mezzanine Lender, Borrower shall within ten (10) days furnish Lender with a statementexecute, duly acknowledged acknowledge and certified, setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balance, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses deliver to the performance of the ObligationsMezzanine Lender (and shall cause Mortgage Borrower to execute, if anyacknowledge and deliver to Mezzanine Lender), and (vi) an Officer’s Certificate, stating that the Note, this Agreement, the Pledge Agreement and the other Loan Documents (Mezzanine) (or as applicable, the Loan Documents (Mortgage)) are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents (Mezzanine) or, as applicable, Loan Documents (Mortgage) are in full force and effect as modified and setting forth such modifications), stating the amount of Borrower accrued and have not been modified unpaid interest and the outstanding principal amount of the Mezzanine Note (or, as applicable, the Mortgage Note) and containing such other information, qualified to the Best of Mezzanine Borrower’s Knowledge, with respect to the Mezzanine Borrower, Guarantor, Mortgage Borrower, the Property, the Loan, the Mortgage Loan as Mezzanine Lender shall reasonably request. The estoppel certificate shall also state either that no Event of Default or Mortgage Event of Default exists hereunder or thereunder or, if modifiedany Event of Default or Mortgage Event of Default shall exist hereunder or thereunder, giving particulars specify such Event of Default or Mortgage Event of Default and the steps being taken to cure such modificationEvent of Default or Mortgage Event of Default. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Mezzanine Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Mezzanine Lender, within thirty (30) days of Mezzanine Lender’s request, tenant estoppel certificates from each commercial tenant leasing space at Tenant under Material Leases entered into after the Property or Properties owned by such Mortgage Borrower Closing Date in substantially the form and substance reasonably satisfactory to Mortgage Lender, of the estoppel certificate set forth in Exhibit G provided that Mezzanine Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times one time in any calendar year. (c) To ; provided, however, that there shall be no limit on the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, number of times Mezzanine Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause obtain such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in if a Default hereunder or under any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal (Mezzanine) has occurred and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationis continuing.

Estoppel Statement. (a) After request by Borrower shall deliver to Lender, Borrower shall within ten (10) days furnish Lender with Business Days after Lender’s request, a statement, duly acknowledged and certified, setting forth forth, (i) the original principal amount of the Loan and the Mortgage Loan, (ii) the Outstanding Principal Balanceunpaid principal amount of the Loan and the Mortgage Loan, (iii) the Interest Rate interest rate of the Loan and the Mortgage Loan, (iv) the date installments of principal and/or interest and/or principal were last paidpaid in respect of the Loan and the Mortgage Loan, (v) any offsets or defenses to the payment and performance of the Obligations or the “Secured Obligations” as defined under the Mortgage Loan Agreement, if any, and (vi) that the Note, this Agreement, the Pledge Agreement other Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations of Borrower Borrower, and have not been modified or (or, if modified, giving particulars of such modification). If Borrower fails to provide to Lender with the certified statement specified in this Section 4.1.8(a) within the time period specified above, then (i) such failure shall, at Lender’s election, constitute an Event of Default upon notice from Lender, and (ii) Borrower shall pay to Lender a fee in the amount of $2,500 immediately upon the occurrence of such failure and again upon the expiration of each 30-day period thereafter until compliance is achieved, which amounts shall constitute a portion of the Obligations and, if unpaid, shall accrue interest at the Default Rate. Notwithstanding the foregoing, Borrower shall not be required to deliver the certified statement specified in this Section 4.1.8 (a) more frequently than twice each Fiscal Year, unless Lender’s request for said certified statement is made (i) during the continuance of an Event of Default or (ii) in connection with any Secondary Market Transaction. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant within fifteen (15) days after Lender’s written request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower Manager in form and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates estoppel certificate may be in the form required under the applicable REA Management Agreement. (c) Borrower shall cause Mortgage Borrower to deliver to Lender, within thirty (30) days after Lender’s request, an estoppel certificate from each Tenant under any Lease in form and substance reasonably satisfactory to Lender; provided that (i) Mortgage Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease, (ii) such estoppel certificate may be in the form required under such Lease, and (iii) after the final Securitization of the Loan, Mortgage Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates certificate from any Tenant more frequently than two (2) times in any calendar year. (d) After request by Borrower shall cause Mortgage Borrower to deliver to Lender, Borrower shall within ten fifteen (1015) days furnish Lender with a statementafter Lender’s written request, duly acknowledged an estoppel certificate from Asset Manager in form and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses substance reasonably satisfactory to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationLender.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Leasehold Pledgor shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver (or cause Owner or Operating Lessee to Mortgage Lender and deliver) to Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause such Mortgage Borrowers Owner or Operating Lessee to deliver deliver) such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year; provided, however, that there will be no limit on the number of times Owner and Operating Lessee may be required to use commercially reasonable efforts to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) To the extent Mortgage Lender requests Mortgage Borrowers Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver REA (or cause Owner or Operating Lessee to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates pursuant to the Mortgage Loan from each party under any Operations Agreement, in form and substance reasonably satisfactory to Lender; provided, that neither Borrower nor Leasehold Pledgor shall be required to deliver (or cause each Mortgage Owner or Operating Lessee to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (d) Borrower owning Property and Leasehold Pledgor shall use commercially reasonable efforts to deliver (or cause Owner or Operating Lessee to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates from the Ground Lessor, in form and substance reasonably satisfactory to Lender; provided, that is subject neither Borrower nor Leasehold Pledgor shall be required to an REA deliver (or cause Owner or Operating Lessee to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (e) Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver to Mortgage Lender and Lender (or cause Owner or Operating Lessee to deliver), within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAFranchisor, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause Owner or Operating Lessee to deliver) such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by LenderUpon Landlord's written request, Borrower Tenant shall within ten (10) days furnish Lender with execute, acknowledge and deliver to Landlord, any of Landlord's lenders, and any prospective purchaser of the Property, a statement, duly acknowledged and certified, setting forth written statement certifying: (i) that this Lease has not been amended (or if it has been amended, attaching the original principal amount of the Loan, amendment); (ii) the Outstanding Principal Balance, that this Lease has not been canceled or terminated; (iii) the Interest Rate last date of payment of the Loan, Base Rent and Additional Rent and the time period covered by such payment; (iv) that to the date installments best of interest and/or principal were last paidTenant's knowledge Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating why); and (v) any offsets such other matters as may be reasonably required by Landlord, its lenders, or defenses a prospective purchaser, provided such other matters do not modify the provisions of this Lease. Tenant shall deliver such statement within fifteen (15) days after Landlord's request. If Tenant does not deliver such statement to the performance of the ObligationsLandlord within such fifteen (15) day period, if anyLandlord, and any prospective purchaser or lender, may conclusively presume and rely upon the following facts, to which Landlord may certify as attorney-in-fact for and on behalf of Tenant: (viA) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have Lease has not been modified amended (or if modifiedit has been amended, giving particulars attaching the amendment); (B) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (C) that not more than one month of Basic Rent or Additional Rent have been paid in advance; and (D) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying the truth of such modificationfacts. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan AgreementUpon Tenant's written request, Borrower Landlord shall cause each Mortgage Borrower to use commercially reasonable efforts to execute, acknowledge and deliver to Mortgage Lender Tenant, any of Tenant's lenders, and Lenderany permitted assignee of this Lease or Subtenant of the Premises, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth written statement certifying: (i) that this Lease has not been amended (or if it has been amended, attaching the original principal amount of the Mortgage Loan, amendment); (ii) the Mortgage Loan Outstanding Principal Balance, that this Lease has not been canceled or terminated; (iii) the interest rate last date of payment of the Mortgage Loan, Base Rent and Additional Rent and the time period covered by such payment; (iv) that to the date installments best of interest and/or principal were last paid on the Mortgage LoanLandlord's knowledge Tenant is not in default under this Lease (or, if Tenant is claimed to be in default, stating why); and (v) such other matters as may be reasonably required by Tenant, its lenders, or a permitted assignee or subtenant; provided such other matters do not modify the provisions of this Lease. In addition, upon Tenant's written request, Landlord shall execute, acknowledge and deliver to Tenant or any offsets of Tenant's lenders a waiver of its Landlord lien substantially in the form attached hereto as Exhibit G. Landlord shall deliver such statement or defenses to the payment of the Mortgage Loan, if any, and waiver within fifteen (vi15) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationdays after Tenant's request.

Estoppel Statement. (a) After written request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoanNote, (ii) the Outstanding Principal Balanceunpaid principal amount of the Note, (iii) the Interest Rate of the LoanLoan (including Note A and Note B), (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Pledge Agreement each Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to provide such statement more than one (1) time in any calendar year. (b) To For so long as the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant Property is subject to the Mortgage Loan AgreementMGM/Mandalay Lease, after written request by Lender, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender an estoppel certificate from MGM/Mandalay Tenant certifying to the matters required under the MGM/Mandalay Lease; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to seek such statement more than one (1) time in any calendar year and provided, further, Borrower (if applicable) shall use commercially reasonable efforts to provide that any such estoppel shall be addressed to Lender and Mezzanine Lender. (c) For so long as the Property is not subject to the MGM/Mandalay Lease, after written request by Lender, Borrower shall (i) use commercially reasonable efforts to deliver to Lender upon request estoppel certificates from Manager and Casino Operator in form and substance reasonably satisfactory to Lender and (ii) use commercially reasonable efforts to deliver to Lender upon request, tenant estoppel certificates from each commercial tenant leasing space Tenant party to a Material Lease at the any Individual Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender; provided, provided however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to cause seek such Mortgage Borrowers to deliver such certificates statement more frequently than two one (21) times time in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreementyear and provided, further, Borrower (if applicable) shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver provide that any such estoppel shall be addressed to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearMezzanine Lender. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by LenderEach party hereunder shall, Borrower shall within ten (10) days Business Days following a request of the other party hereto, furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal Balancethen-current LIBOR Interest Rate (or the Base Rate, if then applicable), (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (viv) in the case of a statement furnished by Borrower, any offsets or defenses to the payment and performance of the Obligations, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant upon request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower Tenant under any Lease in form and substance reasonably satisfactory to Mortgage LenderLender (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease); provided that such certificate may be in the form required under such Lease; and provided, provided further, that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To Borrower shall deliver to Lender, within thirty (30) days after Lender’s request, estoppel certificates or so-called “good standing letters” from each party under each Franchise Agreement, each Property Management Agreement and each Intermediate Management Agreement (to the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to that the Mortgage Loan applicable Franchise Agreement, Property Management Agreement or Intermediate Management Agreement entitles Borrower to request an estoppel certificate or “good standing letter”) in form and substance reasonably satisfactory to Lender; provided, that such certificates and/or letters may be in the form required under the applicable Franchise Agreement, Property Management Agreement or Intermediate Management Agreement; and provided, further, that Borrower shall cause each Mortgage not be required to deliver such certificates and/or letters more than one (1) time in any calendar year unless (i) an Event of Default shall have occurred and be continuing, or (ii) such certificates and/or letters are required in connection with a Secondary Market Transaction. (d) Borrower owning Property that is subject to an REA to shall use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, within thirty (30) days after Lender’s request, estoppel certificates from each party under the applicable REAeach REA in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA REA; and provided, further, that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two one (21) times time in any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall shall, within ten (10) days days, furnish Lender with a statement, duly acknowledged and certified, an Officer’s Certificate setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balanceunpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modificationmodification and (vii) such other factual matters that are reasonably requested by Lender. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts be delivered to deliver to Mortgage Lender and Lender, within ten (10) days of Lender’s request, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower Master Tenant in form and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA be delivered to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, within ten (10) days of Lender’s request, tenant estoppel certificates from each party under the applicable REA; provided that such certificates may be Operator in the form required under the applicable REA and that Borrower shall not be required substance reasonably satisfactory to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearLender. (d) After request by Borrower, Lender shall, within ten (10) days, furnish Borrower with a certificate setting forth the items provided for in clauses (i) through (iv) of Section 5.1.15(a) and whether there is any outstanding notice of default given by Lender. After request by Borrower, Lender shall direct Mortgage Lender, Borrower shall to furnish Borrower, within ten (10) days furnish Lender with of such request, a statement, duly acknowledged and certified, certificate setting forth the items provided for in clauses (i) the original principal amount through (iv) of Section 5.1.15(a) of the Mortgage LoanLoan Agreement and whether there is any outstanding notice of default given by Mortgage Lender. After request by Borrower, Lender shall direct Senior Mezzanine Lender, to furnish Borrower, within ten (ii10) days of such request, a certificate setting forth the Mortgage Loan Outstanding Principal Balance, items provided for in clauses (iiii) the interest rate of the Mortgage Loan, through (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment Section 5.1.15 of the Mortgage Loan, if any, applicable Senior Mezzanine Loan Agreement and (vi) that whether there is any outstanding notice of default given by the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationapplicable Senior Mezzanine Lender.

Estoppel Statement. (a) 8.%2.%3.%4. After written request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoanNote, (ii) the Outstanding Principal Balanceunpaid principal amount of the Note, (iii) the Interest Rate of the LoanNote, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (a) In connection with any sale or syndication of an interest in the Loan or Securitization, after request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified with respect to the Mortgage Loan, setting forth (i) the original principal amount of the Mortgage Note, (ii) the unpaid principal amount of the Mortgage Note, (iii) the interest rate of the Mortgage Note, (iv) the date installments of interest and/or principal were last paid under the Mortgage Note, (v) to Borrower’s knowledge, whether any offsets exist or any defenses based on specific actions of Mortgage Lender exist, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Mortgage and the other Mortgage Loan Documents have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan AgreementBorrower shall, Borrower and shall cause each Mortgage Borrower to use commercially reasonable efforts to and Operating Company to, deliver to Mortgage Lender and Lenderupon written request, tenant estoppel certificates from (i) each material commercial tenant Tenant leasing space at the Property or Properties owned by such Mortgage Borrower Property, and (ii) Operating Company pursuant to the Operating Lease, each in form and substance reasonably satisfactory to Mortgage Lender, Lender provided that Borrower shall not be required to cause such Mortgage Borrowers Borrower to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certifiedcertified by an officer of Borrower, setting forth (i) the amount of the original principal amount of the LoanNote, (ii) the Outstanding Principal Balancerate of interest on the Note, (iii) the Interest Rate unpaid principal amount of the LoanNote, (iv) the date installments of interest and/or principal were last paid, (v) to the extent known to Borrower, any offsets or defenses to the performance payment of the ObligationsDebt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver (or cause Mortgage Loan Borrowers and Maryland Owner to Mortgage Lender and deliver) to Lender, tenant promptly upon request, duly executed estoppel certificates from each commercial tenant leasing space any one or more Tenants under Major Leases as required by Lender attesting to such facts regarding the related Major Lease as Lender (or the Major Lease if less) may require (modified for facts and circumstances existing at the Property or Properties owned by such Mortgage Borrower time of the certification), including as set forth in form and substance reasonably satisfactory to Mortgage Lenderthe Form Estoppel Certificate attached hereto as Exhibit D; provided, provided however, that Borrower shall not be required to request or cause Mortgage Loan Borrowers or Maryland Owner to request such Mortgage Borrowers to deliver such certificates certificate more frequently than two (2) times in any calendar yearyear for all Mezzanine Lenders (with copies of any requested estoppels to be sent to each Mezzanine Lender). (c) To the extent Mortgage Lender requests Mortgage Borrowers Borrower shall use commercially reasonable efforts to deliver REA estoppel certificates pursuant to the (or cause Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA Borrowers and Maryland Owner to use commercially reasonable efforts to deliver deliver) to Mortgage Lender and Lender Lender, promptly upon request, duly executed estoppel certificates from any one or more Managers under a Management Agreement as required by Lender attesting to such facts regarding the related Management Agreement as Lender (or the Management Agreement if less) may require (modified for facts and circumstances existing at the time of the certification), including attestations that each Management Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that no management fees then due remain unpaid or have been deferred or accrued and that the Manager claims no defense or offset against the full and timely performance of its obligations under the applicable REAManagement Agreement(s); provided that such certificates may be in the form required under the applicable REA and that provided, Borrower shall not be required to request (or cause Mortgage Loan Borrowers and Maryland Owner to request) such Mortgage Borrowers to deliver such estoppel certificates certificate more frequently than two (2) times in any calendar yearyear for all Mezzanine Lenders (with copies of any requested estoppels to be sent to each Mezzanine Lender). (d) After request Borrower shall use commercially reasonable efforts to deliver (or cause Mortgage Loan Borrowers and Maryland Owner to use commercially reasonable efforts to deliver) to Lender, promptly upon request, duly executed estoppel certificates from any one or more Franchisors under a Franchise Agreement as required by LenderLender attesting to such facts regarding the related Franchise Agreement as Lender (or the Franchise Agreement if less) may require (modified for facts and circumstances existing at the time of the certification), including attestations that each Franchise Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that no franchise fees then due remain unpaid or have been deferred or accrued and that the Franchisor claims no defense or offset against the full and timely performance of its obligations under the Franchise Agreement(s); provided, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the not be required to request or cause Mortgage Loan Outstanding Principal BalanceBorrowers or Maryland Owner to request such certificate more than two (2) times in any calendar year for all Mezzanine Lenders (with copies of any requested estoppels to be sent to each Mezzanine Lender). (e) Borrower shall deliver to Lender a copy of any estoppel statement delivered by any Mortgage Loan Borrower, (iii) Senior Mezzanine Borrower or Maryland Owner to its Mortgage Loan Lender in accordance with the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the applicable Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationand/or Senior Mezzanine Loan Documents.

Estoppel Statement. (a) After request by Borrower shall deliver to Lender, Borrower shall within ten (10) days furnish Lender with Business Days after Lender’s request, a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balanceunpaid principal amount of the Note, (iii) the Interest Rate interest rate of the LoanNote, (iv) the date installments of principal and/or interest and/or principal were last paid, (v) any offsets or defenses to the payment and performance of the Obligations, if any, of which Borrower has Actual Knowledge, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or (or, if modified, giving particulars of such modification); provided that, unless an Event of Default shall be continuing, Borrower shall not be required to deliver such estoppel certificate more frequently than two (2) times in any calendar year. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall or shall cause each Mortgage Borrower to to, or Op Co Pledgor shall or shall cause Operating Lessee to, use commercially reasonable reasonably efforts to deliver to Mortgage Lender and upon Lender’s request, tenant an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower Tenant under any Lease in form and substance reasonably satisfactory to Mortgage Lender, ; provided that (i) Borrower and Op Co Pledgor shall not only be required to cause Mortgage Borrower or Operating Lessee to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease (or not required to provide an estoppel at the frequency with which Lender has requested same), (ii) such estoppel certificate may be in the form required under such Lease, and (iii) unless an Event of Default shall be continuing, neither Borrower nor Op Co Pledgor shall be required to cause Mortgage Borrowers Borrower or Operating Lessee to deliver such certificates estoppel certificate from any Tenant more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar year. (d) After written request by Lender, Borrower shall cause Mortgage Borrower to, within ten (10) days Business Days, furnish to Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the outstanding principal balance of the Mortgage Loan Outstanding Principal BalanceLoan, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on under the Mortgage Loan, (v) any offsets or defenses to the payment performance of the Obligations (as defined in the Mortgage LoanLoan Agreement), if any, claimed by Mortgage Borrower and (vi) that the Mortgage Note executed by Mortgage Borrower (subject only to bankruptcy, insolvency and similar laws affecting rights of creditors generally), the Mortgage Loan Agreement, the Security Instrument and the other Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers Borrower and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower Borrowers and Operating Lessees shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) to Borrowers’ knowledge, any offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers or Operating Lessees shall deliver tenant to Lender, upon request, an estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower certificate from each Tenant under any Lease (provided that Borrowers and Operating Lessees shall cause each Mortgage Borrower only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender and Lender, tenant provide an estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower certificate under its Lease) in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that Borrower Borrowers and Operating Lessees shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two three (23) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower or Operating Lessees shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, upon request, estoppel certificates from each party under the applicable REAany Operations Agreement, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that Borrower Borrowers shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Borrowers or Operating Lessees shall deliver to Lender, Borrower shall within ten (10) days furnish Lender with a statementupon request, duly acknowledged estoppel certificates from any Franchisor, in form and certifiedsubstance reasonably satisfactory to Lender; provided, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have Operating Lessees shall not been modified be required to deliver such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or if modified, giving particulars of such modificationtwice during any calendar year in which a Securitization occurs).

Estoppel Statement. (a) After request by Lender, Borrower shall shall, within ten (10) days days, furnish Lender with a statement, duly acknowledged and certified, an Officer's Certificate setting forth (i) the original principal amount of the Loan, (ii) the Outstanding Principal Balanceunpaid principal amount of the Loan, (iii) the Applicable Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modificationmodification and (vii) such other factual matters that are reasonably requested by Lender. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts be delivered to deliver to Mortgage Lender and Lender, within ten (10) days of Lender's request, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower Master Tenant in form and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA be delivered to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, within ten (10) days of Lender's request, tenant estoppel certificates from each party under the applicable REA; provided that such certificates may be Operator in the form required under the applicable REA and that Borrower shall not be required substance reasonably satisfactory to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearLender. (d) After request by Borrower, Lender shall, within ten (10) days, furnish Borrower with a certificate setting forth the items provided for in clauses (i) through (iv) of Section 5.1.15 (a) and whether there is any outstanding notice of default given by Lender. After request by Borrower, Lender shall direct Mortgage Lender, Borrower shall to furnish Borrower, within ten (10) days furnish Lender with of such request, a statement, duly acknowledged and certified, certificate setting forth the items provided for in clauses (i) the original principal amount through (iv) of Section 5.1.15 (a) of the Mortgage LoanLoan Agreement and whether there is any outstanding notice of default given by Mortgage Lender. After request by Borrower, Lender shall direct Senior Mezzanine Lender, to furnish Borrower, within ten (ii10) days of such request, a certificate setting forth the Mortgage Loan Outstanding Principal Balance, items provided for in clauses (iiii) the interest rate of the Mortgage Loan, through (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment Section 5.1.15 of the Mortgage Loan, if any, applicable Senior Mezzanine Loan Agreement and (vi) that whether there is any outstanding notice of default given by the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationapplicable Senior Mezzanine Lender.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan and the Mortgage Loan, (ii) the Outstanding Principal Balancerate of interest on the Loan and the Mortgage Loan, (iii) the Interest Rate unpaid principal amount of the Loan and the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid, (v) any the Maturity Date, (vi) offsets or defenses to the performance payment of the ObligationsDebt or the Mortgage Loan, if any, and (vivii) that the Note, this Agreement, the Pledge Agreement Agreements and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant consistent with the terms of the Major Leases but not more than twice in any twelve (12) month period (so long as no Event of Default is then continuing), promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each commercial tenant leasing space at Major Lease covered thereby is in full force and effect with no defaults thereunder on the Property part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the Tenant claims no defense or Properties owned by such Mortgage Borrower in form offset against the full and substance reasonably satisfactory to Mortgage Lender, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar yeartimely performance of its obligations under the Major Lease. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan AgreementUpon Lender’s request, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Lender an estoppel certificate from the lessor under each Ground Lease stating that (i) such Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither the lessor nor Mortgage Lender Borrower is in default under any of the terms, covenants or provisions of such Ground Lease and Lender estoppel certificates from each party such lessor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under such Ground Lease, (iii) neither the applicable REA; provided that lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating such certificates may be Ground Lease and (iv) all sums due and payable under such Ground Lease have been paid in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearfull. (d) After Borrower shall, upon request of Lender, cause Mortgage Borrower to, use commercially reasonable efforts to deliver an estoppel certificate from each Franchisor stating (i) whether the applicable Franchise Agreement is in full force and effect and has been modified, amended or assigned, (ii) whether the Franchisor, Operating Lessee or Mortgage Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement and whether the Franchisor know of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the Franchise Agreement, (iii) whether Franchisor, Operating Lessee or Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement have been paid in full. (e) Within ten (10) Business Days of request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged an estoppel certificate from Ashford Keys Senior Operating Lessee and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses Operating Lessee in form and substance reasonably satisfactory to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationLender.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause deliver to Lender, upon request, an estoppel certificate from each Mortgage Tenant (or, as applicable, each landlord) under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender and Lender, tenant provide an estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower certificate under its Lease) in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two three (23) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers Borrower shall deliver REA to Lender, upon request, estoppel certificates pursuant to the Mortgage Loan Agreement, from each party under any Operations Agreement (provided that Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender provide an estoppel certificate under its Lease), in form and Lender estoppel certificates from each party under the applicable REAsubstance reasonably satisfactory to Lender; provided that such certificates may be in the form required under the applicable REA and provided, that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two three (23) times in any calendar year. (d) After request by Borrower shall deliver to Lender, upon request, estoppel certificates from the Board of Directors, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (e) At any time in which a Franchise Agreement is in effect with respect to the Property, Borrower shall within ten deliver to Lender, upon request, estoppel certificates from the Franchisor, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more frequently than once per calendar year (10) days furnish Lender with or twice during any calendar year in which a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationSecuritization occurs).

Estoppel Statement. (aA) After From time to time but not more than four (4) times in any calendar year, upon thirty (30) days’ prior written request by Lenderfrom Administrative Agent, Borrower shall within ten (10) days furnish Lender with a statementexecute, duly acknowledged acknowledge and certifieddeliver to Administrative Agent, setting forth (i) the original principal amount of the Loanan Officer’s Certificate, (ii) the Outstanding Principal Balance, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance of the Obligations, if any, and (vi) stating that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been modifications, that this Agreement and binding obligations the other Loan Documents are in full force and effect as modified and setting forth such modifications), stating the amount of accrued and unpaid interest and the outstanding principal amount of the Note and containing such other information, qualified to the Best of Borrower’s Knowledge, with respect to Borrower, Operating Lessee, the Property and the Loan as Lender shall reasonably request. The estoppel certificate shall also state either that to the Best of Borrower’s Knowledge, no Default exists hereunder or, if any Default shall exist hereunder, specify such Default and the steps being taken to cure such Default. Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of an Event of Default, Borrower shall from time to time upon thirty (30) days’ prior written request from Lender, execute, acknowledge and have not been modified or if modifieddeliver to the Lender, giving particulars of such modificationthe foregoing Officer’s Certificate. (bB) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and LenderAdministrative Agent, within thirty (30) days of Administrative Agent’s request, tenant estoppel certificates from each commercial tenant leasing space at Tenant under Material Leases entered into after the Property or Properties owned by such Mortgage Borrower Closing Date in substantially the form and substance reasonably satisfactory to Mortgage Lender, of the estoppel certificate set forth in Exhibit G provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times one time in any calendar year; provided, however, that there shall be no limit on the number of times Borrower may be required to obtain such certificates if a Default hereunder or under any of the Loan Documents has occurred and is continuing. (cC) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from Administrative Agent, within sixty (60) days following the date hereof, the estoppels listed on Schedule VII attached hereto, each party under the applicable REA; provided that such certificates may be substantially in the form required under the applicable REA and that Borrower shall not be required agreed to cause such Mortgage Borrowers prior to deliver such estoppel certificates more frequently than two (2) times in any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationhereof.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original unpaid principal amount of the LoanNote, (ii) the Outstanding Principal Balance, (iii) the Applicable Interest Rate of the LoanNote, (iviii) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the performance payment of the ObligationsDebt, if any, and (viv) that the Note, this Agreement, the Pledge Agreement Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. Notwithstanding the foregoing, provided no Default or Event of Default shall have occurred, Lender shall be limited to one (1) request per calendar year. (b) To Only to the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant Borrower is entitled to the Mortgage Loan Agreementreceive under such applicable Lease, Borrower shall deliver or cause each Mezzanine A Borrower to cause Mortgage Borrower to deliver to Lender, within thirty (30) days after request, an estoppel certificate from each Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender and Lender, tenant provide an estoppel certificates from each commercial tenant leasing space at certificate under its Lease); provided that such certificate may be in the Property or Properties owned by form required under such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender, Lease; provided further that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To After request by Lender, Borrower shall within ten (10) Business Days, furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the extent outstanding principal balance of the Mortgage Lender requests Loan, (ii) the applicable interest rate of the Mortgage Borrowers deliver REA estoppel certificates pursuant Loan, (iii) the date installments of interest and/or principal were last paid on the Mortgage Loan, (iv) any offsets or defenses to the Debt (as defined in the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender estoppel certificates from each party ) under the applicable REA; provided Mortgage Loan, if any, and (v) that the Mortgage Loan Documents have not been modified or if modified, giving particulars of such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearmodification. (d) After request by Lender, Borrower shall within ten (10) days Business Days, furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original outstanding principal amount balance of the Mortgage Mezzanine Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the applicable interest rate of the Mortgage Mezzanine Loan, (iviii) the date installments of interest and/or principal were last paid on the Mortgage Mezzanine Loan, (viv) any offsets or defenses to the payment of Debt (as defined in the Mortgage Mezzanine Loan Agreement) under the Mezzanine Loan, if any, and (viv) that the Mortgage Mezzanine Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Operating Lessee shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that neither Borrower nor Operating Lessee shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year; provided, however, that there will be no limit on the number of times Borrower and Operating Lessee may be required to use commercially reasonable efforts to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Operating Lessee shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAany Operations Agreement, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that neither Borrower nor Operating Lessee shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Borrower and Operating Lessee shall use commercially reasonable efforts to deliver to Lender, Borrower shall within ten thirty (1030) days furnish Lender with of Lender’s request, estoppel certificates from the Ground Lessor, in form and substance reasonably satisfactory to Lender; provided, that neither Borrower nor Operating Lessee shall be required to deliver such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a statementSecuritization occurs). (e) Borrower and Operating Lessee shall use commercially reasonable efforts to deliver to Lender, duly acknowledged within thirty (30) days of Lender’s request, estoppel certificates from each Franchisor, in form and certifiedsubstance reasonably satisfactory to Lender; provided, setting forth that neither Borrower nor Operating Lessee shall be required to deliver such certificates more than three (i3) times during the original principal amount of the Mortgage Loan, Term and not more frequently than once per calendar year (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) or twice during any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationcalendar year in which a Securitization occurs).

Estoppel Statement. (a) After request by Lender, Borrower and Maryland Owner shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certifiedcertified by an officer of Borrower, setting forth (i) the amount of the original principal amount of the LoanNote, (ii) the Outstanding Principal Balancerate of interest on the Note, (iii) the Interest Rate unpaid principal amount of the LoanNote, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Maryland Owner shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant promptly upon request, duly executed estoppel certificates from each commercial tenant leasing space any one or more Tenants under Major Leases as required by Lender attesting to such facts regarding the related Major Lease as Lender (or the Major Lease if less) may require (modified for facts and circumstances existing at the Property or Properties owned by such Mortgage Borrower time of the certification), including as set forth in form and substance reasonably satisfactory to Mortgage Lender, the Form Estoppel Certificate attached hereto as Exhibit D; provided that Borrower and Maryland Owner shall not be required to cause request any such Mortgage Borrowers to deliver such certificates certificate more frequently than two (2) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Maryland Owner shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, promptly upon request, duly executed estoppel certificates from any one or more Managers under a Management Agreement as required by Lender attesting to such facts regarding the related Management Agreement as Lender (or the Management Agreement if less) may require (modified for facts and circumstances existing at the time of the certification), including attestations that each Management Agreement covered thereby is in full force and effect with no defaults thereunder on the part of the certifying party and, to the certifying party’s knowledge, Borrower, that no franchise fees then due remain unpaid or have been deferred or accrued and that the Manager claims no defense or offset against the full and timely performance of its obligations under the applicable REAManagement Agreement(s); provided that such certificates may be in the form required under the applicable REA Borrower and that Borrower Maryland Owner shall not be required to cause request such Mortgage Borrowers to deliver such estoppel certificates certificate more frequently than two (2) times in any calendar year. (d) After request by Borrower and Maryland Owner shall use commercially reasonable efforts to deliver to Lender, Borrower shall within ten (10) days furnish Lender with a statementpromptly upon request, duly acknowledged executed estoppel certificates from any one or more Franchisors under a Franchise Agreement as required by Lender attesting to such facts regarding the related Franchise Agreement as Lender (or the Franchise Agreement if less) may require (modified for facts and certified, setting forth (i) circumstances existing at the original principal amount time of the Mortgage Loancertification), (ii) including attestations that each Franchise Agreement covered thereby is in full force and effect with no defaults thereunder on the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate part of the Mortgage Loancertifying party and, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment certifying party’s knowledge, Borrower, that no management fees then due remain unpaid or have been deferred or accrued and that Franchisor claims no defense or offset against the full and timely performance of its obligations under the Mortgage Loan, if any, Franchise Agreement(s); provided that Borrower and Maryland Owner shall not be required to request such certificate more than two (vi2) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationtimes in any calendar year.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceApplicable Interest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Leasehold Pledgor shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver (or cause Owner or Operating Lessee to Mortgage Lender and deliver) to Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause such Mortgage Borrowers Owner or Operating Lessee to deliver deliver) such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year; provided, however, that there will be no limit on the number of times Owner and Operating Lessee may be required to use commercially reasonable efforts to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) To the extent Mortgage Lender requests Mortgage Borrowers Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver REA (or cause Owner or Operating Lessee to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates pursuant to the Mortgage Loan from each party under any Operations Agreement, in form and substance reasonably satisfactory to Lender; provided, that neither Borrower nor Leasehold Pledgor shall be required to deliver (or cause each Mortgage Owner or Operating Lessee to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (d) Borrower owning Property and Leasehold Pledgor shall use commercially reasonable efforts to deliver (or cause Owner or Operating Lessee to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates from the Ground Lessor, in form and substance reasonably satisfactory to Lender; provided, that is subject neither Borrower nor Leasehold Pledgor shall be required to an REA deliver (or cause Owner or Operating Lessee to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (e) Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver to Mortgage Lender and Lender (or cause Owner or Operating Lessee to deliver), within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAFranchisor, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause Owner or Operating Lessee to deliver) such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, each Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loansuch Borrower's applicable Note, (ii) the Outstanding Principal BalanceInterest Rate for such Borrower's applicable Note, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of to which such Borrower and is a party have not been modified or if modified, giving particulars of such modification. (b) To After request by any Borrower, Lender shall within ten (10) Business Days furnish such Borrower with a statement, duly acknowledged and certified, stating (i) the extent Mortgage Outstanding Principal Balance of such Borrower's applicable Note, (ii) the Interest Rate for such Borrower's applicable Note, (iii) the date installments of interest and/or principal were last paid, and (iv) whether or not Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to has sent any notice of default under the Mortgage Loan Agreement, Documents which remains uncured in the opinion of Lender. (c) Each Borrower shall cause deliver to Lender, upon five (5) Business Days' notice from Lender, an estoppel certificate from each Mortgage Tenant under any Lease at such Borrower's Individual Property (provided that such Borrower shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender provide an estoppel certificate under its Lease); provided, that such certificate may be in the form required under such Lease; and Lenderprovided, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lenderfurther, provided that no Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (cd) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, upon five (5) Business Days' notice from Lender, estoppel certificates from each party under the applicable REAMezzanine Loan Documents; provided provided, that such certificates may be in the form required under the applicable REA Mezzanine Loan Documents; and provided, further, that Borrower Borrowers shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in during any calendar applicable year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After written request by Lender▇▇▇▇▇▇, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoanNote, (ii) the Outstanding Principal Balanceunpaid principal amount of the Note, (iii) the Interest Rate of the LoanLoan (including Note A and Note B), (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, claimed by ▇▇▇▇▇▇▇▇, and (vi) that the Note, this Agreement, the Pledge Agreement each Mortgage and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to provide such statement more than one (1) time in any calendar year. (b) To For so long as the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant Property is subject to the Mortgage Loan AgreementMGM/Mandalay Lease, after written request by ▇▇▇▇▇▇, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender an estoppel certificate from MGM/Mandalay Tenant certifying to the matters required under the MGM/Mandalay Lease; provided, however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to seek such statement more than one (1) time in any calendar year and provided, further, Borrower (if applicable) shall use commercially reasonable efforts to provide that any such estoppel shall be addressed to Lender and Mezzanine Lender. (c) For so long as the Property is not subject to the MGM/Mandalay Lease, after written request by ▇▇▇▇▇▇, Borrower shall (i) use commercially reasonable efforts to deliver to Lender upon request estoppel certificates from Manager and Casino Operator in form and substance reasonably satisfactory to Lender and (ii) use commercially reasonable efforts to deliver to Lender upon request, tenant estoppel certificates from each commercial tenant leasing space Tenant party to a Material Lease at the any Individual Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender; provided, provided however, that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to cause seek such Mortgage Borrowers to deliver such certificates statement more frequently than two one (21) times time in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreementyear and provided, further, Borrower (if applicable) shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver provide that any such estoppel shall be addressed to Mortgage Lender and Lender estoppel certificates from each party under the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearMezzanine Lender. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth forth, to Borrower’s knowledge, (i) the original principal amount of the Loan and the Mortgage Loan, (ii) the Outstanding Principal Balanceunpaid principal amount of the Loan and the Mortgage Loan, (iii) the Interest Rate of the Loan and the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the performance payment of the ObligationsDebt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall (or shall cause each Mortgage Borrower to to) and Equity Owner shall (or shall cause Operating Lessee to) use commercially reasonable efforts to deliver to Mortgage Lender and Lenderupon request, tenant estoppel certificates from each commercial tenant Tenant leasing space at the Property or Properties owned by pursuant to a Major Lease if required pursuant to such Mortgage Borrower Lease in form and substance provided in connection with the closing of the Loan, or consistent with the terms of the applicable Lease, or otherwise reasonably satisfactory to Mortgage Lender, ; provided that Borrower and Equity Owner shall not be required to deliver (and cause such Mortgage Borrowers Borrower and Operating Lessee to deliver deliver) such certificates more frequently than two one (21) times time in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall (and shall cause each Mortgage Borrower owning Property that is subject to an REA to to) use commercially reasonable efforts to deliver to Mortgage Lender and Lender upon request, estoppel certificates from the Board of each party under Condominium in form and substance provided in connection with the closing of the Loan, or consistent with the terms of the applicable REA; provided that such certificates may be in the form required under the applicable REA and that Borrower shall not be required Condominium Documents, or otherwise reasonably satisfactory to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two (2) times in any calendar yearLender. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Leasehold Pledgor shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver (or cause Owner or Operating Lessee to Mortgage Lender and deliver) to Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause such Mortgage Borrowers Owner or Operating Lessee to deliver deliver) such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year. (c) To ; provided, however, that there will be no limit on the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA number of times Owner and Operating Lessee may be required to use commercially reasonable efforts to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver (or cause Owner or Operating Lessee to Mortgage Lender and Lender deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAany Operations Agreement, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause Owner or Operating Lessee to deliver) such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, each Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal Balance, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viii) any offsets or defenses to the payment and performance of the Obligations, if any, and (viiv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To After request by Borrower, Lender shall within ten (10) Business Days furnish Borrower with a statement, duly acknowledged and certified, stating (i) the extent Mortgage Outstanding Principal Balance of the Note, (ii) the date installments of interest and/or principal were last paid, and (iii) whether or not Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to has sent any notice of default under the Mortgage Loan Agreement, Documents which remains uncured in the opinion of Lender. (c) Borrower shall cause deliver to Lender, upon request, an estoppel certificate from each Mortgage Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender provide an estoppel certificate under its Lease); provided that such certificate may be in the form required under such Lease or, with respect to Sole Tenant, in the Sole Tenant’s form of estoppel certificate; and Lender, tenant estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower in form and substance reasonably satisfactory to Mortgage Lender, provided further that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (cd) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, upon request, estoppel certificates from each party under the applicable REA (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any party to the REA who is not required to provide an estoppel certificate under the REA); provided that such certificates may be in the form required under the applicable REA and REA; provided further that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten five (105) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall use commercially reasonably efforts (or cause Operating Lessee to use commercially reasonable efforts) to deliver to Lender, upon request, an estoppel certificate from each Mortgage Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to deliver obtain an estoppel certificate from any Tenant not required to Mortgage Lender and Lender, tenant provide an estoppel certificates from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower certificate under its Lease) in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two three (23) times in any calendar year. (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan AgreementIf a Franchise Agreement is then in effect, Borrower shall (or shall cause each Mortgage Borrower owning Property that is subject to an REA to Operating Lessee to) use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, upon request, estoppel certificates from each party under the applicable REAfranchisor thereunder, in form and substance reasonably satisfactory to Lender; provided that such certificates may be in the form required under the applicable REA and provided, that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Borrower shall and shall cause Operating Lessee to deliver to Lender, Borrower shall within ten (10) days furnish Lender upon request, estoppel certificates with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses respect to the payment of Operating Lease, in form and substance reasonably satisfactory to Lender; provided, that Borrower and Operating Lessee shall not be required to deliver such certificates more than three (3) times during the Mortgage Loan, if any, Term and not more frequently than once per calendar year (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationtwice during any calendar year in which a Securitization occurs).

Estoppel Statement. (a) After request by LenderEach party hereunder shall, Borrower shall within ten (10) days Business Days following a request of the other party hereto, furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the LoanNote, (ii) the Outstanding Principal BalanceInterest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (viv) in the case of a statement furnished by Borrower, any offsets or defenses to the payment and performance of the Obligations, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant upon request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower Tenant under any Lease in form and substance reasonably satisfactory to Mortgage LenderLender (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease); provided that such certificate may be in the form required under such Lease; and provided, provided further, that Borrower shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than two (2) times in any calendar year. (c) To Borrower shall deliver to Lender, within thirty (30) days after Lender’s request, estoppel certificates or so-called “good standing letters” from each party under each Franchise Agreement, each Property Management Agreement and each Intermediate Management Agreement (to the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to that the Mortgage Loan applicable Franchise Agreement, Property Management Agreement or Intermediate Management Agreement entitles Borrower to request an estoppel certificate or “good standing letter”) in form and substance reasonably satisfactory to Lender; provided, that such certificates and/or letters may be in the form required under the applicable Franchise Agreement, Property Management Agreement or Intermediate Management Agreement; and provided, further, that Borrower shall cause each Mortgage not be required to deliver such certificates and/or letters more than one (1) time in any calendar year unless (i) an Event of Default shall have occurred and be continuing, or (ii) such certificates and/or letters are required in connection with a Secondary Market Transaction. (d) Borrower owning Property that is subject to an REA to shall use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, within thirty (30) days after Lender’s request, estoppel certificates from each party under the applicable REAeach REA in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA REA; and provided, further, that Borrower shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more frequently than two one (21) times time in any calendar year. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceApplicable Interest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Operating Lessee shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver to Mortgage Lender and Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that neither Borrower nor Operating Lessee shall not be required to cause such Mortgage Borrowers to deliver such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year; provided, however, that there will be no limit on the number of times Borrower and Operating Lessee may be required to use commercially reasonable efforts to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) To the extent Mortgage Lender requests Mortgage Borrowers deliver REA estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Operating Lessee shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender Lender, within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAany Operations Agreement, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that neither Borrower nor Operating Lessee shall not be required to cause such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Borrower and Operating Lessee shall use commercially reasonable efforts to deliver to Lender, Borrower shall within ten thirty (1030) days furnish Lender with of Lender’s request, estoppel certificates from the Ground Lessor, in form and substance reasonably satisfactory to Lender; provided, that neither Borrower nor Operating Lessee shall be required to deliver such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a statementSecuritization occurs). (e) Borrower and Operating Lessee shall use commercially reasonable efforts to deliver to Lender, duly acknowledged within thirty (30) days of Lender’s request, estoppel certificates from each Franchisor, in form and certifiedsubstance reasonably satisfactory to Lender; provided, setting forth that neither Borrower nor Operating Lessee shall be required to deliver such certificates more than three (i3) times during the original principal amount of the Mortgage Loan, Term and not more frequently than once per calendar year (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) or twice during any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modificationcalendar year in which a Securitization occurs).

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) days Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount Outstanding Principal Balance of the Loan, (ii) the Outstanding Principal BalanceApplicable Interest Rate, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (viv) any known offsets or defenses to the payment and performance of the Obligations, if any, and (viv) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of Borrower and have not been modified or if modified, giving particulars of such modification. (b) To the extent Mortgage Lender requests Mortgage Borrowers deliver tenant estoppel certificates pursuant to the Mortgage Loan Agreement, Borrower and Leasehold Pledgor shall cause each Mortgage Borrower to use commercially reasonable efforts to deliver (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to Mortgage Lender and deliver) to Lender, tenant within thirty (30) days of Lender’s request, an estoppel certificates certificate from each commercial tenant leasing space at the Property or Properties owned by such Mortgage Borrower under any Lease in form and substance reasonably satisfactory to Mortgage Lender; provided, provided that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause such Mortgage Borrowers Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver deliver) such certificates more frequently than the lesser of (x) two (2) times in any calendar year or (y) the number of requests permitted to be made under the applicable Lease in any calendar year; provided, however, that there will be no limit on the number of times Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner and Operating Lessee may be required to use commercially reasonable efforts to obtain such certificates if an Event of Default has occurred and is continuing (subject to the applicable terms of each Lease). (c) To the extent Mortgage Lender requests Mortgage Borrowers Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver REA (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates pursuant from each party under any Operations Agreement, in form and substance reasonably satisfactory to Lender; provided, that neither Borrower nor Leasehold Pledgor shall be required to deliver (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver) such certificates more than three (3) times during the Mortgage Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). (d) Borrower and Leasehold Pledgor shall use commercially reasonable efforts to deliver (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver) to Lender, within thirty (30) days of Lender’s request, estoppel certificates from the Ground Lessor, in form and substance reasonably satisfactory to Lender; provided, that neither Borrower nor Leasehold Pledgor shall be required to deliver (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver) such certificates more than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year in which a Securitization occurs). -109- Mezzanine B Loan Agreement, (e) Borrower and Leasehold Pledgor shall cause each Mortgage Borrower owning Property that is subject to an REA to use commercially reasonable efforts to deliver to Mortgage Lender and Lender (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver), within thirty (30) days of Lender’s request, estoppel certificates from each party under the applicable REAFranchisor, in form and substance reasonably satisfactory to Lender; provided provided, that such certificates may be in the form required under the applicable REA and that neither Borrower nor Leasehold Pledgor shall not be required to deliver (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to deliver) such Mortgage Borrowers to deliver such estoppel certificates more than three (3) times during the Term and not more frequently than two once per calendar year (2) times in or twice during any calendar yearyear in which a Securitization occurs). (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the Mortgage Loan Outstanding Principal Balance, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrowers and have not been modified or if modified, giving particulars of such modification.