Common use of Estoppel Statement Clause in Contracts

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default exists.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the NoteLoan and the Mortgage Loan, (ii) the rate of interest on the NoteLoan and the Mortgage Loan, (iii) the unpaid principal amount of the NoteLoan 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 payment of the DebtDebt or the Mortgage Loan, if any, and (vivii) that the Note, this Agreement, the Mortgage Pledge Agreements and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall cause Mortgage Borrower to use its commercially reasonable best efforts to deliver to Lender, 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 reasonably require, including, but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Major Lease. Other than . (c) 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 connection with 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 Securitizationdefault 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. (d) Within ten (10) Business Days of request by Lender, Borrower shall not be required furnish Lender an estoppel certificate from Ashford Keys Senior Operating Lessee and Operating Lessee in form and substance reasonably satisfactory to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default existsLender.

Estoppel Statement. (a) After request by LenderTenant from time to time, Borrower shall within ten (10) Business Days furnish Lender with days after request by Landlord, shall execute, acknowledge and deliver to Landlord a statement, duly acknowledged and certifiedwhich may be relied upon by Landlord or any proposed assignee of Landlord’s interest in this Lease or any existing or proposed mortgagee or ground lessor or purchaser of the Property or any interest therein, setting forth certifying (i) the amount of the original principal amount of the Note, that this Lease is unmodified and in full force and effect (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby same is in full force and effect with no defaults thereunder on as modified and listing the part instruments of modification); (ii) the dates to which Minimum Rent and all other charges have been paid; (iii) whether or not Landlord is in default hereunder or whether Tenant has any claims or demands against Landlord (and, if so, the default, claim and/or demand shall be specified); (iv) if applicable, that Tenant has accepted possession and has entered into occupancy of the Property; (v) the Lease Commencement Date and the Termination Date, and certifying as to such other matters as Landlord may reasonably request. Tenant acknowledges that any such statements so delivered by Tenant may be relied upon by Landlord, any landlord under any ground or underlying lease, or by any prospective partner, purchaser, mortgagee, lender, or any assignee of any partymortgage. (b) The failure of Tenant to execute, acknowledge and deliver to Landlord a written instrument in accordance with the provisions of this Section 32 within the ten (10) day period above provided shall constitute an acknowledgment by Tenant, which may be relied upon by Landlord, or by any prospective purchaser, mortgagee, lender, or any assignee or any mortgage that this Lease has not been modified, supplemented or amended except as set forth in Landlord’s request, and is in full force and effect (or in full force and effect as so modified, supplemented or amended), that none the Minimum Rent, Additional Rent and any other charges arising hereunder have not been paid beyond the respective due dates immediately preceding the date of such request, that Tenant has no right of set-off or other defense to this Lease and of the Rents truth of such other facts and conditions as shall have been paid more than one month in advance, except as securityrequested to be certified, and that shall constitute, as to any person entitled to rely as aforesaid, a waiver of any defaults which may exist prior to the Tenant claims no defense or offset against date of such request. [Notwithstanding the full and timely performance of its obligations foregoing, Tenant’s failure to furnish such written instrument, within the time period provided herein after Landlord’s request therefor, shall constitute a default under the this Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default exists.]

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (vvi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (vivii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and, with respect to any Major Leases, have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or the Security Instrument. (b) After request by Borrower, Lender Borrower shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed within a reasonable time and subject to the terms and provisions of the Leases, tenant estoppel certificates from any one or more Tenants as required by Lender attesting each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default existsLender.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the terms of payment and Maturity Date, (v) the date installments of interest and/or principal were last paid, (vvi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (vivii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (provided the applicable Individual Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property (or any portion thereof) or this Security Instrument. (b) After request by Borrower, Lender Borrower shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed tenant estoppel certificates from any one or more Tenants as required by each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations provided that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more frequently than once per year so long as no Event of Default existstwo (2) times in any calendar year.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) 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 Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (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 payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage 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. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver (or cause Mortgage Loan Borrowers and Maryland Owner to deliver) to Lender, promptly upon request, duly executed estoppel certificates from 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 reasonably requirerequire (modified for facts and circumstances existing at the time of the certification), includingincluding as set forth in the Form Estoppel Certificate attached hereto as Exhibit D; provided, but however, that Borrower shall not limited be required to request or cause Mortgage Loan Borrowers 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). (c) 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 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 Lease Management Agreement covered thereby is in full force and effect with no defaults thereunder on the part of any the certifying party and, to the certifying party’s knowledge, Borrower, that none of the Rents no management fees then due remain unpaid or have been paid more than one month in advance, except as security, deferred or accrued and that the Tenant Manager claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a SecuritizationManagement Agreement(s); provided, Borrower shall not be required to request (or cause Mortgage Loan Borrowers and 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). (d) Borrower shall use its best commercially reasonable efforts to deliver such (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 Lender 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 not be required to request or cause Mortgage Loan Borrowers or Maryland Owner to request such certificate more than once per two (2) times in any calendar year so long as no Event for all Mezzanine Lenders (with copies of Default existsany 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 or Maryland Owner to its Mortgage Loan Lender in accordance with the applicable Mortgage Loan Documents.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage Security Instruments and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by BorrowerBorrower shall use commercially reasonable efforts to deliver to Lender, upon Lender’s reasonable request, tenant estoppel certificates from each commercial tenant leasing space at the Properties in form and substance reasonably satisfactory to Lender. Notwithstanding the foregoing, Lender shall promptly deliver to Borrower not request tenant estoppel certificates more than one (1) time during each calendar year unless such request is made (i) in connection with a beneficiary’s statement on Lender’s Securitization or (or its servicer’sii) then current form during the continuance of such document, which shall include the balance an Event of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to BorrowerDefault. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lenderto, promptly upon requestrequest of Lender, duly executed deliver an estoppel certificates certificate from any one or more Tenants as required by Lender attesting to such facts regarding Ground Lessor stating that (i) the related Ground Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of and has not been modified, amended or assigned, (ii) neither Ground Lessor nor Borrower is in default under any party, that none of the Rents terms, covenants or provisions of the Ground Lease and the Ground Lessor know of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither the Ground Lessor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable to Ground Lessor under the Ground Lease have been paid more than one month in advance, except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default existsfull.

Estoppel Statement. (a) After Borrower shall, from time to time, upon thirty (30) days' prior written request by from Lender, Borrower shall within ten (10) Business Days furnish execute, acknowledge and deliver to Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) an Officer's Certificate stating that the Note, this Agreement, the Mortgage 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 have not effect as modified and setting forth such modifications), stating the last day to which interest has been modified or paid and the outstanding principal amount of the Note and containing such other information with respect to Borrower, the Property and the Loan as Lender shall reasonably request. Such Officer's Certificate shall also state, to the signing party's knowledge, either that no Default exists hereunder or, if modifiedany Default shall exist hereunder, giving particulars of specify such modificationDefault and the steps being taken to cure such Default. (b) After request by BorrowerBorrower shall use commercially reasonable efforts (but in no event shall Borrower be required to incur any liability or out-of-pocket expense, Lender waive any rights or modify any agreement in order to obtain the same, nor shall promptly Borrower be required to send any notice of default or bring any action to cause the same to occur) to deliver to Borrower a beneficiary’s statement on Lender’s , within fifteen (or its servicer’s15) then current Business Days of Lender's request (which shall not be made more frequently than three (3) times in any Fiscal Year) (i) during the term of the Citibank Lease, an estoppel certificate from the Citibank Tenant as required under Article 30 of the Citibank Lease and (ii) tenant estoppel certificates from each other Tenant leasing space at the Property from time to time in substantially the form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to BorrowerExhibit F attached hereto. (c) Borrower shall use its commercially reasonable best efforts Provided no Event of Default has occurred and is continuing, Lender shall, from time to time, upon thirty (30) days' prior written request from Borrower, execute, acknowledge and deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Borrower a certificate of an authorized officer of Lender attesting to such facts regarding stating that this Agreement and the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is other Loan Documents are unmodified and in full force and effect with no defaults thereunder on the part of any party(or, if there have been modifications, that none this Agreement and 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 Rents have been paid more than one month in advance, except Note and containing such other information with respect to the Loan Documents as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default existsreasonably request.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage 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. (b) After request by Borrower, Lender Borrower shall promptly deliver to Borrower Lender upon request, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a beneficiary’s statement on Securitization or a Syndication) tenant estoppel certificates from each tenant under a Major Lease at each Individual Property in form and substance reasonably satisfactory to Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall shall, promptly upon request of Lender, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed an estoppel certificates certificate from any one or more Tenants as required by Lender attesting to such facts regarding Franchisor stating that (i) the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby Franchise Agreement is in full force and effect with no defaults thereunder on the part of and has not been modified, amended or assigned, (ii) neither Franchisor nor Mortgage Borrower nor Operating Tenant is in default under any party, that none of the Rents material terms, covenants or provisions of the Franchise Agreement and Franchisor 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 the Franchise Agreement, (iii) neither Franchisor nor Mortgage Borrower nor Operating Tenant has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full. (d) Borrower shall, promptly upon request of Lender, (to be made no more frequently than one once in any consecutive twelve month in advanceperiod, except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than unless such request is made in connection with a SecuritizationSecuritization or a Syndication), cause Mortgage Borrower shall not be required to use its best efforts to deliver such an estoppel certificates certificate from Operating Tenant stating that (i) the Operating Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Operating Tenant nor Mortgage Borrower is in default under any of the material terms, covenants or provisions of the Operating Lease and Operating Tenant 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 the Operating Lease, (iii) neither Operating Tenant nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable to Operating Tenant under the Operating Lease has been paid in full. (e) Borrower shall, promptly upon request of Lender, (to be made no more frequently than once per year so long in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), cause Mortgage Borrower to deliver an estoppel certificate from Manager stating that (i) the Management Agreement is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Manager nor Mortgage Borrower nor Operating Tenant, as the case may be, is in default under any of the material terms, covenants or provisions of the Management Agreement and Manager knows of no Event event which, but for the passage of Default existstime or the giving of notice or both, would constitute an event of default under the Management Agreement, (iii) neither Manager nor Mortgage Borrower nor Operating Tenant, as the case may be, has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (iv) all sums due and payable to Manager under the Management Agreement has been paid in full.

Estoppel Statement. (a) After request by LenderLender at reasonable intervals (but not more than once annually except to the extent the request is being made by Lender in connection with a potential Securitization in which the Loan is intended to be included), Borrower shall within ten fifteen (1015) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After Lender’s receipt of written request by BorrowerBorrower (but not more often than once annually unless the Borrower is transferring the Property in accordance with the terms hereof), Lender shall promptly deliver to within a reasonable period of time, but not more than thirty (30) days after such request, furnish Borrower with a beneficiary’s statement on Lender’s (statement, duly acknowledged and certified, setting forth that the Note, this Agreement, the Mortgage and the other Loan Documents are in full force and effect and have not been modified or its servicer’s) then current form if modified, giving particulars of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accountsmodification. In a separate writing, Lender shall provide use reasonable efforts to Borrower, comply with any request Borrower makes pursuant to the extent truepreceding; provided, however, that the failure of Lender to comply will not constitute a statement that Lender has not delivered any notices of default to Borrowerhereunder by Lender. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants Tenants, as required by Lender, at reasonable intervals with respect to each Tenant (but not more than once annually except to the extent the request is being made by Lender in connection with a potential Securitization in which the Loan is intended to be included), attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default exists.

Estoppel Statement. (a) After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage Security Instruments and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender Borrower shall promptly use commercially reasonable efforts to deliver to Borrower a beneficiary’s statement on Lender upon request, tenant estoppel certificates from each commercial tenant leasing space at the Properties in form and substance reasonably satisfactory to Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lenderefforts, promptly upon requestrequest of Lender, duly executed to deliver an estoppel certificates certificate from any one or more Tenants as required by Lender attesting to such facts regarding Franchisor stating that (i) the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby Franchise Agreement is in full force and effect with no defaults thereunder on the part of and has not been modified, amended or assigned, (ii) neither Franchisor nor Operating Lessee is in default under any party, that none of the Rents terms, covenants or provisions of the Franchise Agreement and Franchisor 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 the Franchise Agreement, (iii) neither Franchisor nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid more than one month in advancefull. (d) Borrower shall, except as securitypromptly upon request of Lender, deliver to Lender an estoppel certificate from Operating Lessee stating that (i) the Operating Lease is in full force and that effect and has not been modified, amended or assigned, (ii) Borrower is not in default under any of the Tenant claims terms, covenants or provisions of the Operating Lease and Operating Lessee knows of no defense event which, but for the passage of time or offset against the full and timely performance giving of its obligations notice or both, would constitute an event of default under the Operating Lease. Other than , (iii) Borrower has not commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable under the Operating Lease have been paid in connection with a Securitizationfull. (e) Borrower shall, promptly upon request of Lender, deliver to Lender an estoppel certificate from each Ground Lessor stating that (i) the applicable Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither Ground Lessor nor Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as is in default under any of the terms, covenants or provisions of the Ground Lease and Ground Lessor knows of no Event event which, but for the passage of Default existstime or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither Ground Lessor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full.

Estoppel Statement. (a) After request by LenderAdministrative Agent from time to time, Borrower shall within ten (10) Business Days furnish Lender Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Noteeach Loan, (ii) the rate of interest on the NoteOutstanding Principal Balance, (iii) the unpaid principal amount of the NoteAdvance Rate, Applicable Spread, and interest rate applicable to each Loan, (iv) the date installments of interest and/or principal were last paidpaid in respect of each Loan, (v) any offsets or defenses to the payment performance of the DebtSecured Obligations, if any, and (vi) that the NoteNotes, this Agreement, the Mortgage Security Documents and the other Loan Documents are valid, legal and binding obligations of Borrower enforceable in accordance with their terms and have not been modified or if modified, giving particulars of such modification, (vii) the unpaid principal of and interest due on each Pledged Asset and any other sums evidenced or secured by the Pledged Asset Documents, (viii) the date through which interest has been paid thereunder, and (vi) whether or not, to Borrower’s knowledge, any offsets, defenses or counterclaims exist with respect to the Pledged Assets. (b) After If requested, such certificate will also attach true and correct copies of any Loan Documents and/or any Pledged Asset Documents and state such other information as Administrative Agent shall reasonably require. Upon request by Borrowerof Administrative Agent, Lender Borrower shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (furnish Administrative Agent or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent trueother party or parties as Administrative Agent may reasonably request, a statement that Lender has not delivered written certificate certifying as to such matters as Administrative Agent may reasonably request. Upon request of Administrative Agent, Borrower shall exercise any notices of default right it may have under the applicable Pledged Asset Documents to Borrowerrequest each Underlying Borrower within ten (10) Business Days after such request to furnish to, or cause to be furnished to, Administrative Agent or such other party or parties as Administrative Agent may request, a written certificate certifying as to such matters as Administrative Agent may reasonably request. (c) Borrower shall use its commercially reasonable best efforts exercise any right it may have to request each Underlying Borrower to obtain and deliver (to the extent of such Underlying Borrower’s rights to so obtain and deliver) to Administrative Agent upon request (or deliver to LenderBorrower and Borrower shall deliver to Administrative Agent), promptly upon requestwhich may be made from time to time, duly executed tenant estoppel certificates from each commercial tenant at any one or more Tenants as required by Lender attesting Underlying Property in form and substance reasonably satisfactory to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more than once per year so long as no Event of Default existsAdministrative Agent.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the NoteLoan and the Mortgage Loan, (ii) the rate of interest on the NoteLoan and the Mortgage Loan, (iii) the unpaid principal amount of the NoteLoan 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 payment of the DebtDebt or the Mortgage Loan, if any, and (vivii) that the Note, this Agreement, the Mortgage Pledge Agreements and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall cause Mortgage Borrower to use its commercially reasonable best efforts to deliver to Lender, 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 reasonably require, including, but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Major Lease. Other than in connection with a Securitization. (c) Upon Lender’s request, Borrower shall not be required cause Mortgage Borrower to use its best 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 Borrower is in default under any of the terms, covenants or provisions of such Ground Lease and 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 lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating such Ground Lease and (iv) all sums due and payable under such Ground Lease have been paid in full. (d) Borrower shall, upon request of Lender, cause Mortgage Borrower to, use commercially reasonable efforts to deliver an estoppel certificates more than once per year so long as no Event 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 Default existsthe 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 furnish Lender an estoppel certificate from Ashford Keys Senior Operating Lessee and Operating Lessee in form and substance reasonably satisfactory to Lender.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten five (105) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth stating (i) the amount of the original unpaid principal amount of the Note, (ii) the rate Interest Rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the payment of the Debt, if any, and (viv) that the Note, this Agreement, the Mortgage 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. (b) After request by Borrower, Lender shall promptly deliver to within ten (10) Business Days furnish Borrower with a beneficiary’s statement on Lender’s statement, duly acknowledged and certified, stating (or its servicer’si) then current form of such document, which shall include the balance unpaid principal amount of the LoanNote, (ii) the then applicable Interest Rate of the Note, (iii) the date installments of interest rate and/or principal were last paid and (iv) whether or not Lender has sent any notice of default under the balances Loan Documents which remains uncured in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices opinion of default to BorrowerLender. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed an estoppel certificates certificate from each Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any one or more Tenants as Tenant); provided that such certificate may be in the form required by Lender attesting to under such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations Lease; provided further that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to deliver such certificates more frequently than once in any calendar year. (d) Borrower shall deliver to Lender, upon request, estoppel certificates from each party under the REA (provided that Borrower shall only be required to use its best commercially reasonable efforts to obtain an estoppel certificate from any party under the REA); provided that such certificates may be in the form required under the REA; provided further that Borrower shall not be required to deliver such estoppel certificates more than three (3) times during the term of the Loan and not more frequently than once per calendar year so long as no Event of Default exists(or twice during any calendar year in which a Securitization occurs).

Estoppel Statement. Upon Lender’s reasonable request in writing (but no more often than once in any calendar year unless in connection with a Securitization or during the continuance of an Event of Default): (a) After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly Lender upon requestwritten notice, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than . (c) Borrower shall, promptly, upon request of Lender, deliver an estoppel certificate from Franchisor stating that (i) the Franchise Agreement is in connection with a Securitizationfull force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Borrower shall is in default under any of the terms, covenants or provisions of the Franchise Agreement and Franchisor 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 the Franchise Agreement, (iii) neither Franchisor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full. (d) Borrower shall, promptly, upon request of Lender, deliver an estoppel certificate from Operating Lessee stating that (i) the Operating Lease is in full force and effect and has not be required been modified, amended or assigned, (ii) Borrower is not in default under any terms, covenants or provisions of the Operating Lease and Borrower 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 the Operating Lease, (iii) Borrower has not commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable under the Operating Lease have been paid in full. (e) Borrower shall, promptly upon request of Lender, deliver to use its best efforts to deliver such Lender an estoppel certificates more than once per year so long as certificate from each Ground Lessor stating that (i) the applicable Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither Ground Lessor nor Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and Ground Lessor knows of no Event event which, but for the passage of Default existstime or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither Ground Lessor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) to Borrower’s knowledge, any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender Operating Tenant shall promptly use commercially reasonable efforts to deliver to Borrower a beneficiary’s statement on Lender’s Lender upon request, tenant estoppel certificates from each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to Lender provided that Operating Tenant shall not be required to request such certificates more frequently than one (or its servicer’s1) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances time in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrowercalendar year. (c) Within ten days of Lender’s request, Operating Tenant shall deliver to Lender an estoppel certificate stating that there are no defaults under the Operating Lease, that the Operating Lease remains in full force and effect, that there have been no modifications to the Operating Lease and containing such other customary matters as are reasonably requested by Lender. (d) Borrower shall, promptly upon request of Lender (which request, provided no Event of Default has occurred and is continuing, shall not be made more than once in any calendar year during the term of the Loan), use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed an estoppel certificates certificate from any one or more Tenants as required by Lender attesting to such facts regarding the Franchisor (i) stating that (A) the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby Franchise Agreement is in full force and effect with no defaults thereunder on the part of and has not been modified, amended or assigned, (B) neither Franchisor nor Borrower is in default under any party, that none of the Rents terms, covenants or provisions of the Franchise Agreement and Franchisor 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 the Franchise Agreement, (C) neither Franchisor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (D) all sums due and payable to Franchisor under the Franchise Agreement have been paid more than one month in advance, except full or (ii) containing only such information as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not may be required pursuant to use its best efforts to deliver such estoppel certificates more than once per year so long as the terms of the Franchise Agreement. (e) Operating Tenant shall, promptly upon request of Lender (which request, provided no Event of Default existshas occurred and is continuing, shall not be made more than once in any calendar year during the term of the Loan), use commercially reasonable efforts to deliver an estoppel certificate from the Manager (i) stating that (A) the Management Agreement is in full force and effect and has not been modified, amended or assigned, (B) neither Manager nor Operating Tenant is in default under any of the terms, covenants or provisions of the Management Agreement and Manager 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 the Management Agreement, (C) neither Manager nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (D) all sums due and payable to Manager under the Management Agreement have been paid in full or (ii) containing only such information as may be required pursuant to the terms of the Management Agreement.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the NoteLoan, (ii) the rate of interest on the NoteLoan, (iii) the unpaid principal amount of the NoteLoan, (iv) the date installments of interest and/or principal were last paid, (v) any the Maturity Date, (vi) offsets or defenses to the payment of the Debt, if any, and (vivii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, 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 reasonably require, including, but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Major Lease. Other than in connection with a Securitization. (c) Upon Lender’s request, Borrower shall not be required to use its best 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 Borrower is in default under any of the terms, covenants or provisions of such Ground Lease and 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 lessor nor Borrower has commenced any action or given or received any notice for the purpose of terminating such Ground Lease and (iv) all sums due and payable under such Ground Lease have been paid in full. (d) Borrower shall, upon request of Lender, use commercially reasonable efforts to deliver an estoppel certificates more than once per year so long as no Event 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 or Operating Lessee or Borrower is in default under any of Default existsthe 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 or Operating Lessee or 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 furnish Lender, an estoppel certificate from Operating Lessee in form and substance reasonably satisfactory to Lender.

Estoppel Statement. (a) After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. Lender acknowledges that, provided no Event of Default has occurred which is continuing, Borrower shall not be required to deliver such statements more frequently than annually. (b) After request Upon the occurrence and continuance of an Event of Default, or upon Lender’s reasonable belief that a material adverse change in the operation, maintenance or management of any Individual Property has occurred or that a material adverse change in the net operating income generated by Borrowerany Individual Property has occurred, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such documentmay request, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon such request, duly executed estoppel certificates from any one or more Tenants who occupy ten percent (10%) or more of the rentable area at such affected Individual Property, as required by Lender Lender, attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one (1) month in advance (or, if such Rents have been paid more than one (1) month in advance, then the amount of such prepaid Rent), except as security, and that such Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Lender acknowledges and agrees that provided no Event of Default has occurred which is continuing, Borrower shall not be required to deliver such certificates more frequently than annually. (c) Notwithstanding the foregoing, Borrower shall use its best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants under the Xxxxxx & Xxxxxx Lease, as required by Lender, attesting to such facts regarding the Xxxxxx & Xxxxxx Lease as Lender may require, including, but not limited to, attestations that the Xxxxxx & Xxxxxx Lease is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one (1) month in advance (or, if such Rents have been paid more than one (1) month in advance, then the amount of such prepaid Rent), except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Xxxxxx & Xxxxxx Lease. Other than in connection with a SecuritizationLender acknowledges and agrees that provided no Event of Default has occurred which is continuing, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more frequently than once per year so long as no Event of Default existsannually.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (vvi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (vivii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or 61 defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (provided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or the Security Instrument. (b) After request by Borrower, Lender Borrower shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed tenant estoppel certificates from any one or more Tenants as required by each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations provided that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more frequently than once per year so long as no Event of Default existstwo (2) times in any calendar year.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) to Borrower’s knowledge, any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender Operating Tenant shall promptly use commercially reasonable efforts to deliver to Borrower a beneficiary’s statement on Lender’s Lender upon request, tenant estoppel certificates from each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to Lender provided that Operating Tenant shall not be required to request such certificates more frequently than one (or its servicer’s1) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances time in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrowercalendar year. (c) Within ten days of Lender’s request, Operating Tenant shall deliver to Lender an estoppel certificate stating that there are no defaults under the Operating Lease, that the Operating Lease remains in full force and effect, that there have been no modifications to the Operating Lease and containing such other customary matters as are reasonably requested by Lender. (d) Borrower shall, promptly upon request of Lender (which request, provided no Event of Default has occurred and is continuing, shall not be made more than once in any calendar year during the term of the Loan), use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed an estoppel certificates certificate from any one or more Tenants as required by Lender attesting to such facts regarding the Franchisor (i) stating that (A) the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby Franchise Agreement is in full force and effect with no defaults thereunder on the part of and has not been modified, amended or assigned, (B) neither Franchisor nor Operating Tenant is in default under any party, that none of the Rents terms, covenants or provisions of the Franchise Agreement and Franchisor 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 the Franchise Agreement, (C) neither Franchisor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (D) all sums due and payable to Franchisor under the Franchise Agreement have been paid more than one month in advance, except full or (ii) containing only such information as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not may be required pursuant to use its best efforts to deliver such estoppel certificates more than once per year so long as the terms of the Franchise Agreement. (e) Operating Tenant shall, promptly upon request of Lender (which request, provided no Event of Default existshas occurred and is continuing, shall not be made more than once in any calendar year during the term of the Loan), use commercially reasonable efforts to deliver an estoppel certificate from the Manager (i) stating that (A) the Management Agreement is in full force and effect and has not been modified, amended or assigned, (B) neither Manager nor Operating Tenant is in default under any of the terms, covenants or provisions of the Management Agreement and Manager 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 the Management Agreement, (C) neither Manager nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (D) all sums due and payable to Manager under the Management Agreement have been paid in full or (ii) containing only such information as may be required pursuant to the terms of the Management Agreement.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the terms of payment and Maturity Date, (v) the date installments of interest and/or or principal were last paid, (vvi) that, except as provided in such statement, there are no Defaults or Events of Default under this Agreement or any offsets or defenses to the payment of the Debtother Loan Documents, if any, and (vivii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and (provided the Property is not a residential multifamily property) have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not, to the best knowledge of Borrower, any of the lessees under the Leases are in default under the Leases, and, if any of the lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of security deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations secured hereby, the Property or the Security Instrument. (b) After request by Borrower, Lender Borrower shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed tenant estoppel certificates from any one or more Tenants as required by each commercial Tenant leasing space at the Property in form and substance reasonably satisfactory to Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations provided that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more frequently than once per (i) two (2) times in any calendar year so long as no Event of Default existsprior to Securitization, and (ii) one (1) time in any calendar year following Securitization.

Estoppel Statement. Upon Lender’s reasonable request in writing (but no more often than once in any calendar year unless in connection with a Securitization or during the continuance of an Event of Default): (a) After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount amount’ of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage 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. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly Lender upon requestwritten notice, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Lease. Other than . (c) Borrower shall, promptly, upon request of Lender, deliver an estoppel certificate from Franchisor stating that (i) the Franchise Agreement is in connection with a Securitizationfull force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Mortgage Borrower shall is in default under any of the terms, covenants or provisions of the Franchise Agreement and Franchisor 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 the Franchise Agreement, (iii) neither Franchisor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full. (d) Borrower shall, promptly, upon request of Lender, deliver an estoppel certificate from Operating Lessee stating that (i) the Operating Lease is in full force and effect and has not be required been modified, amended or assigned, (ii) Mortgage Borrower is not in default under any terms, covenants or provisions of the Operating Lease and Mortgage Borrower 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 the Operating Lease, (iii) Mortgage Borrower has not commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable under the Operating Lease have been paid in full. (e) Borrower shall, promptly upon request of Lender, deliver to use its best efforts to deliver such Lender an estoppel certificates more than once per year so long as certificate from each Ground Lessor stating that (i) the applicable Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither Ground Lessor nor Mortgage Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and Ground Lessor knows of no Event event which, but for the passage of Default existstime or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither Ground Lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full.

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount applicable interest rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After Borrower shall use commercially reasonable efforts to deliver to Lender upon request, tenant estoppel certificates from each commercial tenant leasing space at the Properties in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year. (c) Within thirty (30) days of request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s setting forth the items described at (or its servicer’sa)(i), (ii), (iii) then current form and (iv) of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrowerthis Section 5.1.15. (cd) Borrower shall shall, promptly upon request of Lender, use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed an estoppel certificates certificate from any one or more Tenants as required by Lender attesting to such facts regarding the related Ground Lessor stating that (i) the Ground Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on and has not been modified, amended or assigned, (ii) neither Ground Lessor nor the part of Westbury Borrower is in default under any party, that none of the Rents terms, covenants or provisions of the Ground Lease and the Ground 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 the Ground Lease, (iii) neither the Ground Lessor nor the Westbury Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable to Ground Lessor under the Ground Lease have been paid more than one month in advancefull. (e) Borrower shall, except promptly upon request of Lender, shall use commercially reasonable efforts to deliver an estoppel certificate from Franchisor stating that (i) the Franchise Agreement or Management Agreement, as securityapplicable, is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement or Management Agreement, as applicable, and that Franchisor knows of no event which, but for the Tenant claims no defense passage of time or offset against the full and timely performance giving of its obligations notice or both, would constitute an event of default under the LeaseFranchise Agreement or Management Agreement, as applicable, (iii) neither Franchisor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement or Management Agreement, as applicable, and (iv) all sums due and payable to Franchisor under the Franchise Agreement or Management Agreement, as applicable, have been paid in full. Other than in connection with a SecuritizationIf Borrower timely requests an estoppel letter from Franchisor, Borrower shall not be required but Franchisor has no legal obligation under the Franchise Agreement to use its best efforts provide such estoppel letter and refuses to provide such estoppel letter, Borrower’s failure to deliver such estoppel certificates more than once per year so long as no letter to Lender shall not be an Event of Default existsDefault.

Estoppel Statement. (a) After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate unpaid principal amount of interest on the Note, (iii) the unpaid principal amount Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgage Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower; provided, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any partyhowever, that none so long as no Event of the Rents have been paid more than one month in advance, except as security, Default has occurred and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitizationis continuing, Borrower shall not be required to provide such statement more than one (1) time in any calendar year. (b) After written request by Lender, Borrower and Operating Lessee shall use its best commercially reasonable efforts to deliver such to Lender upon request, tenant estoppel certificates more than once per year from each commercial Tenant party to a Material Lease at the Properties in form and substance reasonably satisfactory to Lender; provided, however, that so long as no Event of Default existshas occurred and is continuing, neither Borrower nor Operating Lessee shall be required to seek such statement more than one (1) time in any calendar year and provided, further, Borrower and Operating Lessee (if applicable) shall use commercially reasonable efforts to provide that any such estoppel shall be addressed to both Lender and each Mezzanine Lender (if any).

Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the NoteLoan and the Mortgage Loan, (ii) the rate of interest on the NoteLoan and the Mortgage Loan, (iii) the unpaid principal amount of the NoteLoan and the Mortgage Loan, (iv) the date installments of interest and/or principal were last paidpaid under the Loan and the Mortgage Loan, (v) any the Maturity Date, (vi) offsets or defenses to the payment of the DebtDebt or the Mortgage Loan, if any, and (vivii) that the Note, this Agreement, the Mortgage 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. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall cause Mortgage Borrower or Operating Lessee to use its commercially reasonable best efforts to deliver to Lender, 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 reasonably require, including, but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Major Lease. Other than in connection with a Securitization. (c) Upon Lender’s request, Borrower shall not be required cause Mortgage Borrower to use its best commercially reasonable efforts to deliver to Lender an estoppel certificate from the lessor under the Ground Lease stating that (i) the Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither the lessor nor Mortgage Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and 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 the Ground Lease, (iii) neither the lessor nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full. (d) Borrower shall, upon request of Lender, cause Mortgage Borrower or Operating Lessee to use commercially reasonable efforts to deliver an estoppel certificates more than once per year so long certificate from each Franchisor and Manager stating (i) whether the applicable Franchise Agreement or the applicable Management Agreement, as no Event applicable, is in full force and effect and has been modified, amended or assigned, (ii) whether the Franchisor or Manager, as applicable, or Operating Lessee or Mortgage Borrower is in default under any of Default exists.the terms, covenants or provisions of the Franchise Agreement

Estoppel Statement. (a) After request by LenderLxxxxx, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the NoteLoan, (ii) the rate of interest on the NoteLoan, (iii) the unpaid principal amount of the NoteLoan, (iv) the date installments of interest and/or principal were last paid, (v) any the Maturity Date, (vi) offsets or defenses to the payment of the Debt, if any, and (vivii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s (or its servicer’s) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances in the Reserve Accounts. In a separate writing, Lender shall provide to Borrower, to the extent true, a statement that Lender has not delivered any notices of default to Borrower. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, 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 reasonably require, including, but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the 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 offset against the full and timely performance of its obligations under the Major Lease. Other than . (c) Borrower shall, upon request of Lender, use commercially reasonable efforts to deliver an estoppel from each Manager stating (i) whether the applicable Management Agreement is in connection with full force and effect and has been modified, amended or assigned, (ii) whether Manager or Borrower (or Operating Lessee, as applicable) is in default under any of the terms, covenants or provisions of the applicable Management Agreement and whether Manager knows of any event which, but for the passage of time or the giving of notice or both, would constitute a Securitizationdefault under the applicable Management Agreement, (iii) whether Manager or Borrower (or Operating Lessee, as applicable) has commenced any action or given or received any notice for the purpose of terminating the applicable Management Agreement and (iv) whether all sums due and payable to Manager under the applicable Management Agreement have been paid in full. (d) Borrower shall, upon request of Lender, use commercially reasonable efforts to deliver an estoppel from any Franchisor stating (i) whether the applicable Franchise Agreement is in full force and effect and has been modified, amended or assigned, (ii) whether Franchisor or Borrower (or Operating Lessee, as applicable) is in default under any of the terms, covenants or provisions of the applicable Franchise Agreement and whether the Franchisor knows of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the applicable Franchise Agreement, (iii) whether Franchisor or Borrower (or Operating Lessee, as applicable) has commenced any action or given or received any notice for the purpose of terminating the applicable Franchise Agreement and (iv) whether all sums due and payable to Franchisor under the applicable Franchise Agreement have been paid in full. (e) Within ten (10) Business Days of request by Lxxxxx, Borrower shall not be required furnish to use its best efforts Lender an estoppel certificate from Operating Lessee in form and substance reasonably satisfactory to deliver such estoppel certificates more than once per year so long as no Event of Default existsLender.

Estoppel Statement. (a) After request by LenderLender from time to time, but in no event more than two (2) times in any twelve (12) month period except in connection with a Securitization, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the NoteLoan, (ii) the rate of interest on the NoteOutstanding Principal Balance, (iii) the unpaid principal amount of the NoteApplicable Interest Rate, (iv) the date installments an installment of interest and/or principal were was last paid, (v) any offsets or or, to the best of Borrower’s actual knowledge, defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage 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. (b) After request by Borrower, Lender shall promptly deliver to Borrower a beneficiary’s statement on Lender’s but in no event more than two (or its servicer’s2) then current form of such document, which shall include the balance of the Loan, the then applicable interest rate and the balances times in the Reserve Accounts. In a separate writingany twelve (12) month period, Lender shall provide to Borrowerwithin ten (10) Business Days furnish Borrower with a statement, to duly acknowledged and certified, stating (i) the extent trueOutstanding Principal Balance, a statement that (ii) the Applicable Interest Rate, (iii) the date an installment of interest was last paid, and (iv) whether or not Lender has not delivered sent any notices notice of default to Borrowerunder the Loan Documents which remains uncured in the opinion of Lender. (c) Borrower shall use its commercially reasonable best efforts to deliver to Lender, promptly upon Lender within thirty (30) days of receipt of written request, duly executed tenant estoppel certificates from any one or more Tenants as required by Lender attesting each commercial tenant leasing space at the Property, in form and substance reasonably satisfactory to such facts regarding the related Lease as Lender may reasonably require, including, but not limited to attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advanceLender; provided that, except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease. Other than in connection with a Securitization, Borrower shall not be required to use its best efforts to deliver such estoppel certificates more frequently than once per year so long as no Event of Default existsin any calendar year.