Common use of Estoppel Certificate and Financial Statements Clause in Contracts

Estoppel Certificate and Financial Statements. (a) Within ten (10) Business days after receipt of written notice from Landlord, Tenant shall execute and deliver to Landlord, in recordable form, a certificate stating (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification), (ii) the date, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice has been received by Tenant of any default which has not been cured, except as to defaults specified in said certificate and (iv) such other matters as may be reasonably requested by Landlord. Upon Tenant’s failure to deliver such certificate within such ten (10)-day period, if Tenant fails to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver the same, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. At the request of Landlord, from time to time, but not more than once per calendar year, Tenant shall provide Landlord with Tenant’s current financial statements, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and in connection with the ownership, management, financing and disposition of the Building.

Estoppel Certificate and Financial Statements. (a1) Within Tenant shall execute and return to Landlord estoppel certificates in the form attached hereto as Exhibit D and made part hereof or such other form that may be reasonably requested by Landlord or by any current or prospective purchaser of the Leased Premises or any part thereof or lienholder within ten (10) Business business days after receipt of written notice from Landlord, following such request. Tenant s failure to deliver such statement within such time shall execute and deliver to Landlord, in recordable form, a certificate stating be conclusive upon Tenant (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, without modification except as modified, and stating the date and nature of each modification)may be represented by Landlord, (ii) the datethat there are no uncured defaults in Landlord s performance, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice not more than one (1) month s rent has been received by Tenant of any default which has not been cured, except as to defaults specified paid in said certificate and (iv) such other matters as may be reasonably requested by Landlord. Upon Tenant’s failure to deliver such certificate within such ten (10)-day period, if Tenant fails to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver the same, it shall constitute an Event of Default by Tenant hereunderadvance. (b2) If Landlord advises Tenant acknowledges that in writing of the financial capability existence of a lien on the Leased Premises, Tenant shall allow such lienholder to perform its obligations exercise all of Landlord s entry and curative rights under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. At the request of Landlord, from time to time, but the lienholder shall have thirty (30) days following written notice from Tenant in which to attempt to cure Landlord s default, but shall be under no obligation to do so or such longer period as agreed to by Tenant in any nondisturbance, subordination and attornment agreement entered into with the lienholder. (3) Within thirty (30) days after Landlord s request, not more than once per calendar year, Tenant shall provide Landlord with Tenant’s current will furnish Tenant s most recent audited financial statements (and notes to them, if any) as may have been prepared by an independent certified public accountant or, failing those, internally prepared financial statements. Landlord will not disclose any aspect of such financial statements except (1) to Landlord s mortgagee or prospective mortgagees or purchasers of the Buildings to the extent such parties are bound by a confidentiality agreement similar in all material respects to the one created by this Section 22.D., (2) in the event of litigation between Landlord and such other information discussing Tenant, or (3) if required by court order. Tenant shall not be required to deliver the financial worth of Tenant statements required under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and Section more than once in connection with the ownership, management, financing and disposition of the Building.any twelve

Estoppel Certificate and Financial Statements. (a) Within 16.1 Lessee shall at any time upon not less than ten (10) Business days after receipt of days' prior written notice from LandlordLessor execute, Tenant shall execute acknowledge and deliver to Landlord, Lessor a statement (the "Estoppel Certificate") in recordable form, a certificate stating writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect); (ii) the date to which the rent and other charges are paid in advance, if any; (iii) the amount of any security deposit held by Lessor; and (iv) acknowledging that there have been modificationsare not, to Lessee's knowledge, any uncured defaults on the part of Lessor hereunder, or specifying such defaults if any are claimed; (v) certifying and/or acknowledging such other matters as are reasonably requested by Lessor or, its prospective lender or purchaser. Any such statement may be conclusively relied upon by any prospective purchaser or lender of the Premises. Lessee's failure to deliver such statement within such time shall be a material breach of this Lease and shall be conclusive upon Lessee (1) that this Lease is in full force and effect, without modification except as modified, and stating the date and nature of each modification)may be represented by Lessor to any prospective purchaser or lender, (ii) the datethat there are no uncured defaults in Lessor's performance, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice not more than one month's rent has been received by Tenant of any default which has not been cured, except paid in advance as either prepaid rent or as a security deposit (iv as to defaults specified in said certificate the truth and (iv) accuracy of all other provisions of the Estoppel Certificate submitted to Lessee for execution. If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such other matters financial statements of Lessee as may be reasonably requested required by Landlordsuch lender or purchaser. Upon Tenant’s failure to deliver such certificate within such ten (10)-day period, if Tenant fails to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver Such statements shall include the same, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any past three years' financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this LeaseLessee. At the request of Landlord, from time to time, but not more than once per calendar year, Tenant All such financial statements shall provide Landlord with Tenant’s current financial statements, be received by Lessor and such other information discussing lender or purchaser in confidence and shall be used only for the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and in connection with the ownership, management, financing and disposition of the Buildingherein set forth.

Estoppel Certificate and Financial Statements. (a) Within ten (10) Business days after receipt of written notice from Landlord, Tenant shall execute at any time and from time to time upon not less than fourteen (14) business days’ prior notice by Landlord to Tenant, execute, acknowledge and deliver to Landlord, Landlord a statement in recordable form, a certificate stating (i) writing certifying that this Lease is unmodified and in full force and effect (or, or if there have been modifications, that this Lease the same is in full force and effect, effect as modified, modified and stating the date and nature of each modificationmodifications), (ii) and the datedates to which the Yearly Rent and other charges have been paid in advance, if any, stating whether or not, to which rental and other sums payable hereunder have been paidTenant’s knowledge, (iii) that no notice has been received by Tenant Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default which has not been cured, except as to defaults specified in said certificate and (iv) such other matters facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be reasonably requested relied upon by Landlordany prospective purchaser of the Building or of the Building and the land or of any interest of Landlord therein, any mortgagee or prospective mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Upon Tenant’s failure to deliver such provide an estoppel certificate within such ten (10)-day periodthe time period(s) provided hereunder shall, if Tenant fails to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver the sameat Landlord’s option, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations be considered a default under this Lease is material and, in addition, at Landlord’s option, Tenant shall be deemed to have conclusively accepted all of the statements and terms set forth in the estoppel certificate attached to any Landlord’s request therefor within fourteen (14) business days provided such request (or subsequent request) includes in bold type within the written request, the statement (in a reasonably large size font and in bold) that Tenant’s failure to respond to the request within fourteen (14) days after receipt thereof shall be deemed an the conclusive acceptance of all of the statements and terms set forth in the attached estoppel certificate. Landlord shall at any time and from time to time upon not less than fourteen (14) business days’ prior notice by Tenant to Landlord, execute, acknowledge and deliver to Tenant a statement in writing certifying that Landlord would not enter into this Lease but for its beliefis unmodified and in full force and effect (or if there have been modifications, based on its review that the same is in full force and effect as modified and stating the modifications), and the dates to which the Yearly Rent and other charges have been paid in advance, if any, stating whether or not, to Landlord’s knowledge, Tenant is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default and such other facts as Tenant may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of Tenant’s business, any prospective assignee or sublessee, any lender, and any accountants of Tenant. Time is of the essence in respect of any such requested certificate, Landlord and Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale of the property or business, as applicable, and the like. Within one hundred twenty (120) days after the end of Tenant’s fiscal years during the Term of this Lease, Tenant agrees to furnish to Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements, that audited if available (if such audited financial statement is not available, such financial statement may be certified by an officer (vice president or higher) of Tenant). The financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements shall include a balance sheet and a statement of profit and loss, and the annual financial statement shall also include a statement of changes in financial position and appropriate explanatory notes. Landlord may deliver the financial statements to any prospective or existing mortgagee or purchaser of the Building, Land and/or Project. As long as Tenant is capable a publicly traded company, copies of performing such financial obligations. Tenant hereby represents, warrants and certifies information as available at wxx.xxxxxxxxxxxx.xxx shall be deemed to Landlord that satisfy any requirements relating to the delivery of financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. At the request of Landlord, from time to time, but not more than once per calendar year, Tenant shall provide Landlord with Tenant’s current financial statements, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and in connection with the ownership, management, financing and disposition of the BuildingSection.

Estoppel Certificate and Financial Statements. (a) Within Tenant shall at any time and from time to time upon not less than ten (10) Business days after receipt of written business days’ prior notice from Landlordby Landlord to Tenant, Tenant shall execute execute, acknowledge and deliver to Landlord, Landlord a statement in recordable form, a certificate stating (i) writing certifying that this Lease is unmodified and in full force and effect (or, or if there have been modifications, that this Lease the same is in full force and effect, effect as modified, modified and stating the date and nature of each modificationmodifications), (ii) and the datedates to which the Yearly Rent and other charges have been paid in advance, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice has been received by Tenant stating whether or not Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default which has not been cured, except as to defaults specified in said certificate and (iv) such other matters facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be reasonably relied upon by any prospective purchaser of the Building or of the Building and the land or of any interest of Landlord therein, any mortgagee or prospective mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Time is of the essence in respect of any such requested by Landlordcertificate, Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. Upon In the event Tenant fails to execute and deliver such certificate to Landlord within such ten (10) business day period, then, in addition to any other rights or remedies Landlord may have hereunder, upon Tenant’s failure to deliver so respond to a second notice within three (3) business days, Tenant hereby appoints Landlord Tenant’s attorney-in-fact in its name and behalf to execute such certificate statement if Tenant shall fail to execute such statement within such ten three (10)-day 3) business day period, if Tenant fails to deliver such certificate within five (5) . Within 120 days of receipt of written notice of such failure to timely deliver after the same, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review end of Tenant’s fiscal years during the term of this Lease, Tenant agrees to furnish to Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements, that Tenant audited if available (if such audited financial statement is capable of performing not available, such financial obligationsstatement may be certified by an officer (vice president or higher) of Tenant). Tenant hereby represents, warrants and certifies to Landlord that any The financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements shall include a balance sheet and a statement of Tenant profit and loss, and the annual financial statement shall also include a statement of changes in financial position and appropriate explanatory notes. Landlord may deliver the financial statements to any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as prospective or existing mortgagee or purchaser of the date of this Lease. At the request of Landlord, from time to time, but not more than once per calendar year, Tenant shall provide Landlord with Tenant’s current financial statements, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (Building and/or Complex and Landlord shall sign a make commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and efforts to provide that such prospective or existing mortgagee or purchaser agrees to hold such financial statements in connection with the ownership, management, financing and disposition of the Buildingconfidence.

Estoppel Certificate and Financial Statements. Tenant agrees to furnish from time to time when requested by Landlord, (a) Within or the holder of any deed of trust or mortgage or the lessor under any ground lease covering all or any part of the Building or the improvements therein or the Premises or any interest of Landlord therein), a certificate signed by Tenant confirming and containing such factual certifications and representations deemed appropriate by Landlord, (or the holder of any deed of trust or mortgage or the lessor under any ground lease covering all or any part of the Building or the improvements herein or the Premises or any interest of Landlord therein), and Tenant shall, within ten (10) Business days after following receipt of written notice said proposed certificate from Landlord, return a fully executed copy of said certificate to Landlord. In the event Tenant shall execute and deliver fail to Landlord, in recordable form, return a certificate stating (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature fully executed copy of each modification), (ii) the date, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice has been received by Tenant of any default which has not been cured, except as to defaults specified in said certificate and (iv) such other matters as may be reasonably requested by Landlord. Upon Tenant’s failure to deliver such certificate to Landlord within such the foregoing ten (10)-day 10) day period, if then Tenant fails shall be deemed to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver the same, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord have approved and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in confirmed all material respects and that there have been no material subsequent changes thereto as of the date of this Leaseterms, certifications and representations contained in such certificate. At the request of LandlordIn addition, Tenant shall, from time to time, but not more than once per calendar yearupon the written request of Landlord, Tenant shall provide deliver to or cause to be delivered to Landlord with Tenant’s or its designee then current financial statementsstatements (including a statement of operations and balance sheet and statement of cash flows) certified as accurate by a certified public accountant and prepared in conformance with generally accepted accounting principles for (i) Tenant, (ii) any entity which owns a controlling interest in Tenant, (iii) any entity the controlling interest of which is owned by Tenant, (iv) any successor entity to Tenant by merger or operation of law, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenantv) and use solely for purposes any guarantor of this Lease and in connection with the ownership, management, financing and disposition of the BuildingLease.

Estoppel Certificate and Financial Statements. (a) Within Tenant shall execute and return to Landlord an estoppel certificate substantially in the form attached as Exhibit "E" and made part hereof or such other form that may be reasonably requested by Landlord or by any current or prospective purchaser of the Leased Premises or any part thereof, or lien holder, within ten (10) Business days after receipt of written notice from Landlord, following such request. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant shall execute and deliver to Landlord, in recordable form, a certificate stating (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, without modification except as modified, and stating the date and nature of each modification)may be represented by Landlord, (ii) the datethat there are no uncured defaults in Landlord's performance, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice not more than one (1) month's rent has been received by paid in advance. Moreover, in the event Tenant of any default which has not been cured, except as fails to defaults specified in said certificate and (iv) such other matters as may be reasonably requested by Landlord. Upon Tenant’s failure to timely deliver such certificate within estoppel certificate, such failure shall constitute a default hereunder, and Tenant shall pay to Landlord an amount equal to $500 per day for each day beyond such ten (10)-day period10) day period that such estoppel certificate remains undelivered. If Landlord advises Tenant in writing of the existence of a lien on the Leased Premises, if Tenant fails shall allow such lienholder to exercise all of Landlord's entry and curative rights under this Lease, and the lien holder shall have thirty (30) days following written notice from Tenant in which to attempt to cure Landlord's default, but shall be under no obligation to do so. If Landlord desires to finance or refinance the Premises, or any part thereof, Tenant hereby agrees to deliver to any lender designated by Landlord such certificate within five (5) days of receipt of written notice of such failure to timely deliver the same, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any financial statements of Tenant and any person guarantying Guarantor as may be reasonably required by such lender. Such statements shall include the obligations past three (3) years' financial statements of Tenant under this Lease previously delivered to and Guarantor. All such financial statements shall be received by Landlord were at in confidence and shall be used only for the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. At the request of Landlord, from time to time, but not more than once per calendar year, Tenant shall provide Landlord with Tenant’s current financial statements, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and in connection with the ownership, management, financing and disposition of the Buildingpurpose herein set forth.

Estoppel Certificate and Financial Statements. (a) Within Recognizing that Landlord may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees, potential purchasers or the like, the then current status of performance hereunder, Tenant, within ten (10) Business business days after receipt the request of Landlord made from time to time, will furnish to Landlord, or any existing or potential holder of any mortgage encumbering the Premises, the Office Area or the Project, or any potential purchaser of the Premises, the Office Area, or the Project (each an “Interested Party”) an estoppel certificate stating the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease. In addition, within ten (10) business days of Landlord’s written notice from Landlordrequest, Tenant shall execute and deliver to Landlord, or any Interested Party designated by Landlord (but only in recordable form, connection with a certificate stating (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification), (ii) the date, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice has been received by Tenant of any default which has not been cured, except as to defaults specified in said certificate and (iv) such other matters as may be reasonably requested by Landlord. Upon Tenant’s failure to deliver such certificate within such ten (10)-day period, if Tenant fails to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver the same, it shall constitute sale or financing or after an Event of Default by Tenant), financial statements of Tenant, as reasonably requested by Landlord including, but not limited to, financial statements for the past two (2) years prepared by Tenant hereunder. (b) Tenant acknowledges that in the financial capability ordinary course of business, which may not be audited, certified by Tenant to perform its obligations under this Lease is material be true and correct, reflecting Tenant’s then current financial condition. Upon Tenant’s request, Landlord shall execute a commercially reasonable nondisclosure agreement in connection with any financial statements delivered by Tenant to Landlord and that Landlord would not enter into pursuant to this Lease but for its beliefSection 16.16. Any such status statement or financial statement delivered by Tenant pursuant to this Section 16.16 may be relied upon by any Interested Party. Notwithstanding the foregoing, based on its review of if Tenant’s financial statementsstatements are accessible online through filings with the United States Securities and Exchange Commission, that or any other governmental authority of which Tenant notifies Landlord and Landlord is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies readily able to Landlord that any financial statements of Tenant and any person guarantying access the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as website of the date of this Lease. At the request of Landlord, from time to time, but not more than once per calendar yearother governmental authority, Tenant shall provide not be required to deliver to Landlord with Tenant’s current to requested financial statements, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and in connection with the ownership, management, financing and disposition of the Building.

Estoppel Certificate and Financial Statements. Within twenty (a20) Within ten (10) Business calendar days after receipt of written notice request from Landlord, Tenant shall execute execute, acknowledge and deliver to Landlord, Landlord a statement in recordable form, a certificate stating writing (ia) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the dates to which rental and other charges payable by Tenant hereunder are paid in advance, if any, and the amount of the Security Deposit, (b) acknowledging that there have been modificationsare not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or specifying such defaults if any are claimed and (c) in case of a transfer of Landlord's interest, attorning to the transferee. Tenant hereby acknowledges that prospective purchasers or encumbrances of the Premises (or of the property of Landlord of which the Premises are a part) may incur obligations or extend credit in reliance upon the representations of Tenant contained in such statement. Tenant's failure to deliver such statement to Landlord within said ten (10) calendar day period shall be conclusive evidence of Tenant's representations and agreements as follows: that this Lease is in full force and effect, as modified, and stating the date and nature of each without modification), (ii) the date, if any, to which rental and other sums payable hereunder have been paid, (iii) that no notice has been received by Tenant of any default which has not been cured, except as to Landlord may represent, that there are no uncured defaults specified in said certificate Landlord's performance hereunder, and that Landlord is not holding a Security Deposit in excess of one (iv1) such other matters as may be reasonably requested by Landlordmonth's rental under this Lease. Upon Tenant’s failure to deliver such certificate within such ten (10)-day periodAdditionally, if Tenant fails has failed to deliver such certificate within five (5) days pay base monthly rental in a timely manner, prior to the requirement of receipt of written Landlord to give notice of such failure to timely deliver the same, it shall constitute an Event of Default by Tenant hereunder. (bas provided in Paragraph 13.1(a) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. At the request of , at least two (2) times in any calendar year, Tenant shall be required to deliver to Landlord, at any time within thirty (30) calendar days after written request therefore from time to timeLandlord, but not more frequently than once per calendar year, Tenant shall provide Landlord Tenant's financial statement for Tenant's immediately preceding fiscal year, prepared in accordance with Tenant’s current financial statements, and such other information discussing the financial worth generally accepted principles of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease accounting and in connection such reasonable detail and with the ownershipsuch supporting date as Landlord may request, managementcertified by an officer of Tenant, financing together with a written statement of Tenant's current income from and disposition expenses of the Buildingbusiness operated within the Premises.

Estoppel Certificate and Financial Statements. (a) Within Tenant shall at any time and from time to time, upon not less than ten (10) Business days after receipt of days’ prior written notice from Landlord, Tenant shall execute execute, acknowledge, and deliver to LandlordLandlord a statement in writing certifying, in recordable formaffirming or confirming certain information including, a certificate stating (i) without limitation, that this Lease Sublease is unmodified and in full force and effect (or, if there have been modificationsmodified, stating the nature of such modification and certifying that this Lease Sublease, as so modified, is in full force and effect) and the dates to which the rental, as modified, and stating the date and nature of each modification), (ii) the datesecurity deposit, if any, to which rental and other sums payable hereunder have been paidcharges, (iii) if any, are paid in advance, and acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice has been received by Tenant or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any default are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which has not been cured, except as it is a part shall be entitled to defaults specified in said certificate and (iv) rely upon any such other matters as may be reasonably requested by Landlordstatement. Upon Tenant’s failure to deliver such certificate statement within such ten (10)-day periodtime shall, if Tenant fails to deliver such certificate within five (5) days of receipt of written notice of such failure to timely deliver the same, it shall constitute an Event of Default by Tenant hereunder. (b) Tenant acknowledges that the financial capability of Tenant to perform its obligations under this Lease is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that any financial statements of Tenant and any person guarantying the obligations of Tenant under this Lease previously delivered to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. At the request option of Landlord, from time constitute a material breach or default under this Sublease. If such option is not so exercised by Landlord (and despite any later delivery by Tenant of such statement), Tenant’s failure to timedeliver same in a timely manner shall be conclusive upon Tenant that (i) this Sublease is in full force and effect without modification except as may be represented by Landlord, but (ii) there are no uncured defaults in Landlord’s performance, and (iii) not more than once per calendar year, Tenant shall provide Landlord with Tenantone (1) month’s current financial statements, and such other information discussing the financial worth of Tenant under this Lease reasonably requested by Landlord, which statements and information Landlord shall keep strictly confidential (and Landlord shall sign a commercially reasonable non-disclosure agreement if requested by Tenant) and use solely for purposes of this Lease and rental has been paid in connection with the ownership, management, financing and disposition of the Buildingadvance.