Common use of Estoppel Statements Clause in Contracts

Estoppel Statements. (i) Upon request of the Administrative Agent, each Borrower shall within fifteen (15) days furnish the Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loans, (ii) the unpaid principal amount of the Loans, (iii) the Interest Rate of the Loans, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by Borrower, and (vi) that each Note, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year. (ii) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuing.

Estoppel Statements. (ia) Upon After written request of the Administrative Agentby Lender from time to time, each Borrower Borrowers shall within fifteen ten (1510) days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoansLoan, (ii) the unpaid principal amount of the LoansOutstanding Principal Balance, (iii) the Interest Rate of the LoansLoan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt or the performance of the Other Obligations, if any, claimed by Borrower, and (vi) that each the Note, this Agreement, the Mortgages Pledge Agreements and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto Borrowers and have not been modified or if modified, giving particulars of such modification; . (b) Borrowers shall deliver to Lender upon written request from time to time, tenant estoppel certificates from each commercial tenant leasing space at the Properties or any part thereof in form and substance reasonably satisfactory to Lender, provided, however, the that Borrowers shall not be required to provide deliver such statement certificates more often frequently than two (2) times in any calendar year. (c) Borrowers shall cause Tower Mortgage Borrower and/or Garage Mortgage Borrower, as applicable, to deliver to Lender upon written request from time to time, estoppel certificates from each of (i) the Operating Partnership and (ii) Subject the respective Mortgage Borrower, with respect to the terms of the applicable Major Tower Master Lease or other non-residential Leasesand/or Garage Master Lease, upon request by the Administrative Agentas applicable, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); Lender, provided, however, that the respective Borrowers shall not be required to deliver such certificates more frequently than one two (12) time times in any calendar year year. (d) After request by Lender, Borrowers shall, within ten (10) days, furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the unpaid principal amount of the Mortgage Loan, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or defenses to the payment of the Mortgage Loan, if no Event any, and (vi) that the Mortgage Loan Documents are valid, legal and binding obligations of Default has occurred Mortgage Borrowers and is continuinghave not been modified or if modified, giving particulars of such modification.

Estoppel Statements. (ia) Upon After written request of the by Administrative Agent, each Borrower and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) Borrowers shall within fifteen ten (1510) days Business Days furnish the Administrative Agent and the Lenders, with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansObligations, (ii) the unpaid principal amount of the LoansObligations, (iii) the Interest Rate of the LoansApplicable Margin, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by BorrowerIndebtedness hereunder, and (vi) that each Notethe Notes, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year. (iib) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required deliver to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by and the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); providedLenders upon request, that the Borrowers shall not be required to deliver such certificates and no more frequently often than one time during any twelve (112) time in any calendar year if no month period (unless an Event of Default has occurred and is continuing) tenant estoppel certificates from each commercial tenant under a Major Lease in form and substance reasonably satisfactory to Administrative Agent. As used in this clause (b), “commercially reasonable efforts” shall not, unless an Event of Default has occurred and is continuing or is reasonably likely to occur, require the payment of fees by Borrower to any Ground Lessor, other than reimbursement for nominal expenses associated with its legal review of the estoppel to the extent required under the applicable Ground Lease. (c) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) to deliver to Administrative Agent and the Lenders an estoppel certificate from each Franchisor stating that (i) its Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither such Franchisor nor its Operating Lessee 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 such Franchise Agreement, (iii) neither such Franchisor nor such Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Franchise Agreement and (iv) all sums due and payable to such Franchisor under its Franchise Agreement have been paid in full. (d) Borrowers shall, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent and the Lenders an estoppel certificate from each Operating Lessee stating that (i) its respective Operating Leases are in full force and effect and have not been modified, amended or assigned, (ii) Borrowers are not in default under any of the terms, covenants or provisions of its Operating Lease(s) and such Operating Lessee does not know of any event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Operating Lease, (iii) no Borrower has commenced any action or given or received any notice for the purpose of terminating any Operating Lease and (iv) all sums due and payable under any Operating Lease have been paid in full. (e) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent and the Lenders 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 the applicable Ground Lessee is in default under any of the terms, covenants or provisions of the Ground Lease and 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 Ground Lessor nor the applicable Ground Lessee 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. (f) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent an estoppel certificate from each Manager stating that (i) the applicable Management Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Manager nor applicable Borrower is in default under any of the terms, covenants or provisions of such 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 such Management Agreement, (iii) neither Manager nor applicable Borrower has commenced any action or given or received any notice for the purpose of terminating such Management Agreement and (iv) all sums due and payable under such Management Agreement have been paid in full.

Estoppel Statements. (iA) Upon The Borrower shall, from time to time, upon thirty (30) days’ prior written request of from the Administrative Agent, each Borrower shall within fifteen but not more than twice in any one (151) days furnish calendar year so long as no Event of Default has occurred and is continuing, execute, acknowledge and deliver to the Administrative Agent with a statementAgent, duly acknowledged and certifiedan Officer’s Certificate, setting forth (i) the original principal amount of the Loans, (ii) the unpaid principal amount of the Loans, (iii) the Interest Rate of the Loans, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by Borrower, and (vi) stating that each Note, this Agreement, the Mortgages Agreement and the other Loan Documents are validunmodified and in full force and effect (or, legal if there have been Modifications, that this Agreement and binding obligations the other Loan Documents are in full force and effect as Modified and setting forth such Modifications), stating the amount of each accrued and unpaid interest and the outstanding principal amount of the Loan Party thereto and have not been modified or if modifiedcontaining such other information, giving particulars qualified to the Best of such modification; providedthe Borrower’s Knowledge, howeverwith respect to the Borrower, the Borrowers Mortgaged Property and the Loan as the Administrative Agent shall not be required reasonably request. The estoppel certificate shall also state either that no Event of Default exists hereunder or, if any Event of Default shall exist hereunder, specify such Event of Default and the steps being taken to provide cure such statement more often than two (2) times in any calendar yearEvent of Default. (iiB) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers The Borrower shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory deliver to the Administrative Agent); provided, within thirty (30) days of the Administrative Agent’s request, tenant estoppel certificates from each Operating Lessee and from each other Tenant under Material Leases in substantially the form and substance of the estoppel certificates delivered by the Operating Non-Affiliates in connection with the Closing, provided that the Borrowers Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year year; provided, however, that there shall be no limit on the number of times the Borrower may be required to use commercially reasonable efforts to obtain such certificates if no an Event of Default hereunder or under any of the Loan Documents has occurred and is continuing.

Estoppel Statements. (ia) Upon After written request of the by Administrative Agent, each Borrower Borrowers shall within fifteen ten (1510) days Business Days furnish the Administrative Agent Agent, with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansObligations, (ii) the unpaid principal amount of the LoansObligations, (iii) the Interest LIBOR Spread or, if applicable, the Prime Rate of the LoansSpread, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by BorrowerIndebtedness hereunder, and (vi) that each Notethe Notes, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year. (iib) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an deliver to Administrative Agent upon request, and not more than three (3) times every twelve (12) months, tenant estoppel certificate certificates from any Tenant each commercial tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to Administrative Agent. (c) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and not more than three (3) times every twelve (12) months, to deliver an estoppel certificate from each Franchisor stating that (i) its Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither such Franchisor nor the respective Operating Lessee is in default under any of the terms, covenants or provisions of the Franchise Agreement, and such 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 such Franchise Agreement, (iii) neither Franchisor nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Franchise Agreement and (iv) all sums due and payable to such Franchisor under its Franchise Agreement have been paid in full. (d) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and not more often than three (3) times every twelve (12) months, to deliver an estoppel certificate from each Manager stating that (i) its Management Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither such Manager nor the respective Operating Lessee is in default under any of the terms, covenants or provisions of the Management Agreement and such 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 such Management Agreement, (iii) neither Manager nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Management Agreement and (iv) all sums due and payable to such Manager under its Management Agreement have been paid in full. (e) Borrowers shall, promptly upon request of Administrative Agent, deliver to Administrative Agent an estoppel certificate from Operating Lessee stating that (it being expressly agreed that i) the Operating Lease is in full force and effect and has not been modified, amended or assigned, (ii) Borrowers are not in default under any form specified by of the terms terms, covenants or provisions of any Major Operating Lease and no Operating Lessee knows of any event which, but for the passage of time or other non-residential Leases that is approved the giving of notice or both, would constitute an event of default under its Operating Lease, (iii) no Borrower has commenced any action or given or received any notice for the purpose of terminating any Operating Lease and (iv) all sums due and payable under any Operating Lease have been paid in writing by the full. (f) Borrowers shall, promptly upon request of Administrative Agent, deliver to Administrative Agent an estoppel certificate from each Ground Lessor stating that (i) the applicable Ground Lease is in accordance herewith full force and effect and has not been modified, amended or assigned, (ii) neither Ground Lessor nor applicable Borrower is otherwise specified in default under any of the Borrowers’ form Major terms, covenants or provisions of the Ground Lease and Ground Lessor knows of no event which, but for the passage of time or other non-residential Leases reasonably approved the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither Ground Lessor nor applicable 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 writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuingfull.

Estoppel Statements. (ia) Upon After request of the Administrative Agentby Lender, each Borrower shall within fifteen (15) days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansNote, (ii) the unpaid principal amount of the LoansNote, (iii) the Applicable Interest Rate of the LoansRate, (iv) the date installments of interest and/or principal the Debt Service Payment Amount were last paid, (v) any offsets or defenses to the payment of the ObligationsDebt, if any, claimed by Borrower, and (vi) that each the Note, this Agreement, the Mortgages Security Instruments and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification. (b) After request by Borrower made no more frequently than once per calendar year, Lender shall within fifteen (15) days furnish Borrower with an informational statement setting forth: (i) the unpaid principal amount of the Note, (ii) the Applicable Interest Rate and (iii) the date installments of the Debt Service Payment Amount were last paid; provided, howeverthat, the Borrowers such statement shall (i) be made only to Lender’s actual knowledge and shall be for informational purposes only, (ii) not be required to provide such statement more often than two binding on Lender or have the effect of an estoppel and (2iii) times not waive, amend or otherwise modify Borrower’s obligations contained herein or in any calendar yearthe other Loan Documents. (iic) Subject Borrower shall deliver to Lender upon request, estoppel certificates from the terms of the applicable Major ground lessor under each Ground Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from and each Tenant under commercial tenant leasing space at any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) Property in form and substance reasonably satisfactory to the Administrative Agent Lender (it being expressly agreed that any the form specified by the terms of any Major estoppel provided for in a Lease or other non-residential Leases that Ground Lease is approved in writing by the Administrative Agent in accordance herewith or an acceptable form), provided that, so long as no Event of Default has occurred and is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); providedthen continuing, that the Borrowers Borrower shall not be required to deliver such certificates more frequently than required under the applicable Lease and in any event, not more than one (1) time in any calendar year if no Event of Default has occurred and is continuingyear.

Estoppel Statements. (ia) Upon After written request of the by Administrative Agent, each Borrower and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) Borrowers shall within fifteen ten (1510) days Business Days furnish the Administrative Agent and the Lenders, with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansObligations, (ii) the unpaid principal amount of the LoansObligations, (iii) the Interest Rate of the LoansApplicable Margin, (iv) the date installments of A/72912756.15 interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by BorrowerIndebtedness hereunder, and (vi) that each Notethe Notes, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year. (iib) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required deliver to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by and the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); providedLenders upon request, that the Borrowers shall not be required to deliver such certificates and no more frequently often than one time during any twelve (112) time in any calendar year if no month period (unless an Event of Default has occurred and is continuing) tenant estoppel certificates from each commercial tenant under a Major Lease in form and substance reasonably satisfactory to Administrative Agent. (c) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) to deliver to Administrative Agent and the Lenders an estoppel certificate from each Franchisor stating that (i) its Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither such Franchisor nor Operating Lessee 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 such Franchise Agreement, (iii) neither Franchisor nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Franchise Agreement and (iv) all sums due and payable to such Franchisor under its Franchise Agreement have been paid in full. (d) Borrowers shall, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent and the Lenders an estoppel certificate from Operating Lessee stating that (i) each Operating Lease is in full force and effect and has not been modified, amended or assigned, (ii) Borrowers are not in default under any of the terms, covenants or provisions of any Operating Lease and Operating Lessee does not know of any event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Operating Lease, (iii) no Borrower has commenced any action or given or received any notice for the purpose of terminating any Operating Lease and (iv) all sums due and payable under any Operating Lease have been paid in full. (e) Within thirty (30) days following the Closing Date (plus any additional period that Administrative Agent grants in its reasonable discretion if Borrowers are diligently pursuing an estoppel and consent agreement), Borrowers shall use commercially reasonable efforts to deliver to Administrative Agent the estoppel and consent agreement described in Section 5.01(a)(xiii)(C) from the Houston Ground Lessor. In addition, Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent and the Lenders 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 the applicable Ground A/72912756.15 Lessee is in default under any of the terms, covenants or provisions of the Ground Lease and 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 Ground Lessor nor the applicable Ground Lessee 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. (f) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent an estoppel certificate from each Manager stating that (i) the applicable Management Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Manager nor applicable Borrower is in default under any of the terms, covenants or provisions of such 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 such Management Agreement, (iii) neither Manager nor applicable Borrower has commenced any action or given or received any notice for the purpose of terminating such Management Agreement and (iv) all sums due and payable under such Management Agreement have been paid in full.

Estoppel Statements. (i) Upon request of the Administrative Agent, each Borrower shall within fifteen (15) days furnish the Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loans, (ii) the unpaid principal amount of the Loans, (iii) the Interest Rate of the Loans, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by BorrowerXxxxxxxx, and (vi) that each Note, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year.. ​ (ii) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuing.. ​

Estoppel Statements. (ia) Upon After request of the Administrative Agentby Lender from time to time, each Borrower shall within fifteen ten (1510) days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoansLoan, (ii) the unpaid principal amount of the LoansOutstanding Principal Balance, (iii) the Applicable Interest Rate of the LoansRate, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment performance of the Obligations, if any, claimed by Borrower, and (vi) that each the Note, this Agreement, the Mortgages Pledge Agreement and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto Borrower and have not been modified or if modified, giving particulars of such modification. (b) Borrower shall deliver to Lender upon request from time to time by Lender, tenant estoppel certificates from each commercial tenant leasing space at the Property in form and substance reasonably satisfactory to Lender; provided, however, the Borrowers provided that Borrower shall not be required to provide deliver such statement certificates more often frequently than two (2) times in any calendar year. (iic) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers Borrower shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use all commercially reasonable efforts to obtain an deliver to Lender, within ten (10) days after any request by Lender, estoppel certificate certificates from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) the Condominium Association in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed Lender; provided that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified such certificates may be in the Borrowers’ form Major Lease required under the Condominium Documents, as the case may be. (d) After request by Lender, Borrower shall within ten (10) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the unpaid principal amount of the Mortgage Loan, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid on the Mortgage Loan, (v) any offsets or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory defenses to the Administrative Agent); providedpayment of the Mortgage Loan, if any, and (vi) that the Borrowers shall Mortgage Loan Documents are valid, legal and binding obligations of Mortgage Borrower and have not be required to deliver been modified or if modified, giving particulars of such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuingmodification.

Estoppel Statements. (ia) Upon After request of the Administrative Agentby Lender, each Borrower shall within fifteen ten (1510) days Business Days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansNote, (ii) the unpaid principal amount of the LoansNote, (iii) the Applicable Interest Rate of the LoansNote, (iv) the date installments of interest and/or principal were last paid, (v) that no Default or Event of Default has occurred and is continuing, (vi) any offsets or defenses to the payment of the ObligationsDebt, if any, claimed by Borrower, any and (vivii) that each the Note, this Agreement, the Mortgages Security Instrument and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided. (b) After request by Lender, howeverOperating Lessee shall use commercially reasonable efforts to furnish Lender with estoppel certificates for any Major Lease, the Borrowers shall in form and content satisfactory to Lender, from all tenants specified by Lender. Lender may not be required request more than one estoppel certificate for a particular tenant more than once in any calendar year. If any tenant under any Major Lease fails to provide any estoppel certificate, Operating Lessee shall provide a landlord estoppel with respect to Operating Lessee’s knowledge of such statement tenancy, no more often than two (2) times once in any calendar year. (iic) Subject After request by Lender, Borrower shall use commercially reasonable efforts to the terms of the applicable Major Lease or other non-residential Leasesdeliver estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender. Lender may not request more than one estoppel certificate under any particular Property Document more than once in any calendar year. (d) Operating Lessee shall, promptly upon request by the Administrative Agentof Lender, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from Franchisor stating that (i) the Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Operating Lessee is in default under any Tenant 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 a Major Lease the Franchise Agreement, (iii) neither Franchisor nor Operating Lessee has commenced any action or other non-residential Leases 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. Lender may not required to provide an request more than one estoppel certificate under its Major Lease or other non-residential Leasesthis Section 5.14(d) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuingyear.

Estoppel Statements. From and after the Funding Date: (ia) Upon After written request of the by Administrative Agent, each Borrower Borrowers shall within fifteen ten (1510) days Business Days furnish the Administrative Agent with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the LoansObligations, (ii) the unpaid principal amount of the LoansObligations, (iii) the Interest Rate of the LoansApplicable Margin, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by BorrowerIndebtedness hereunder, and (vi) that each Notethe Notes, this Agreement, the Mortgages Mortgages, and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year. (iib) Subject to the terms of the applicable Major Lease or other non-residential Leases, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an deliver to Administrative Agent, upon request, tenant estoppel certificate certificates from any Tenant each commercial tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to Administrative Agent. (c) (i) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, to deliver an estoppel certificate from each Franchisor stating that (A) its Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (B) neither such Franchisor nor the respective Operating Lessee 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 such Franchise Agreement, (C) neither such Franchisor nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Franchise Agreement and (D) all sums due and payable to such Franchisor under its Franchise Agreement have been paid in full. (i) Borrowers shall use commercially reasonable efforts, promptly upon request of Administrative Agent, to deliver an estoppel from each Manager stating that (A) its Management Agreement is in full force and effect and has not been modified, amended or assigned, (B) neither such Manager nor the respective Operating Lessee is in default under any of the terms, covenants or provisions of such Management Agreement and such 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 such Management Agreement, (C) neither such Manager nor such Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Management Agreement and (D) all sums due and payable to such Manager under such Management Agreement have been paid in full. (d) Borrowers shall, promptly upon request of Administrative Agent, deliver to Administrative Agent an estoppel certificate from each Operating Lessee stating that (it being expressly agreed that i) its Operating Lease is in full force and effect and has not been modified, amended or assigned, (ii) no Borrower is in default under any form specified by of the terms terms, covenants or provisions of such Operating Lease and such Operating Lessee 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 its Operating Lease, (iii) no Borrower has commenced any Major action or given or received any notice for the purpose of terminating such Operating Lease or other non-residential Leases that is approved and (iv) all sums due and payable under such Operating Lease have been paid in writing by the full. (e) Borrowers shall, promptly upon request of Administrative Agent, deliver to Administrative Agent an estoppel certificate from Ground Lessor stating that (i) the Ground Lease is in accordance herewith full force and effect and has not been modified, amended or assigned, (ii) neither Ground Lessor nor applicable Borrower is otherwise specified in default under any of the Borrowers’ form Major terms, covenants or provisions of the Ground Lease and Ground Lessor knows of no event which, but for the passage of time or other non-residential Leases reasonably approved the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither Ground Lessor nor the applicable 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 writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuingfull.

Estoppel Statements. (ia) Upon After request of the Administrative Agentby Lender, each Borrower shall within fifteen ten (1510) days Business Days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansNote, (ii) the unpaid principal amount of the LoansNote, (iii) the Applicable Interest Rate of the LoansNote, (iv) the date installments of interest and/or principal were last paid, (v) that no Default or Event of Default has occurred and is continuing, (vi) any offsets or defenses to the payment of the ObligationsDebt, if any, claimed by Borrower, any and (vivii) that each the Note, this Agreement, the Mortgages Security Instrument and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided. (b) After request by Lender, howeverBorrower shall within thirty (30) Business Days (if such request is made prior to a Securitization) and fifteen (15) Business Days (if such request is made following a Securitization) furnish Lender with estoppel certificates, the Borrowers shall not be required in form and content satisfactory to Lender, from all tenants specified by Lender (other than tenants under Residential Leases). If any tenant fails to provide such statement more often than two (2) times in any calendar year. (ii) Subject estoppel certificate, Borrower shall provide a landlord estoppel certificate to Lender with respect to the terms tenancy of the applicable Major Lease or other non-residential Leasessuch tenant, upon request by the Administrative Agent, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed Lender provided that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers Borrower shall not be required to deliver such certificates more frequently than one two (12) time times in any calendar year if so long as no Event of Default has occurred and is continuing. (c) After request by Lender, Borrower shall within thirty (30) Business Days (if such request is made prior to a Securitization) and fifteen (15) Business Days (if such request is made following a Securitization) deliver estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender. If any party under any Property Document (other than Borrower) fails to provide such estoppel certificate, Borrower shall provide an estoppel certificate to Lender with respect to such Property Document, in form and substance satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year so long as no Event of Default has occurred and is continuing.

Estoppel Statements. (ia) Upon After request of the Administrative Agentby Lender, each but not more than three times in any twelve month period, Borrower shall within fifteen ten (1510) days Business Days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount of the Loans, (ii) the unpaid principal amount of the LoansNote, (iiiii) the Interest Rate of the LoansNote, (iviii) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the payment of the ObligationsDebt, if any, claimed by (v) whether, to Borrower’s knowledge, any Event of Default then exists under the Loan Documents or any event has occurred and is continuing, which, with the lapse of time, the giving of notice, or both, would constitute such an Event of Default, and (vi) that each Note, none of this Agreement, the Mortgages and the other Loan Documents are validDocuments, legal and binding obligations of each Loan Party thereto and the Environmental Indemnity or the Guaranty have not been modified or if modified, giving particulars of such modification; provided. (b) After request by Borrower, however, the Borrowers shall but not be required to provide such statement more often than two (2) three times in any calendar yeartwelve month period, Lender shall within ten (10) Business Days furnish Borrower with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender. (iic) Subject After request by Lender, but not more than three times in any twelve month period, Borrower shall use commercially reasonable efforts to promptly obtain an estoppel certificate from the Condominium Association under the Condominium Documents, in form and substance substantially the same as the estoppel delivered to Lender on or prior to the terms of the applicable Major Lease date hereof or in such other non-residential Leases, upon form as is reasonably satisfactory to Lender. (d) After request by the Administrative AgentLender, the Borrowers but not more than once in any twelve month period, Borrower shall request use commercially reasonable efforts to promptly obtain an estoppel certificate from each Tenant counterparty under any Major Lease each of the Operational Documents and the Hotel Guaranty, in form and substance substantially the same as the estoppel delivered to Lender on or prior to the date hereof or in such other non-residential Leases form as is reasonably satisfactory to Lender. (provided that the Borrowers e) Borrower shall only be required to use exercise commercially reasonable efforts to obtain deliver to Lender, upon request, an estoppel certificate in a form reasonably requested by Lender from any each Tenant under a Major Lease or other any non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates more frequently than one (1) time in any calendar year if no Event of Default has occurred and is continuingLease.

Estoppel Statements. (ia) Upon After written request of the by Administrative Agent, each Borrower and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) Borrowers shall within fifteen ten (1510) days Business Days furnish the Administrative Agent and the Lenders, with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the LoansObligations, (ii) the unpaid principal amount of the LoansObligations, (iii) the Interest Rate of the LoansApplicable Rate, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Obligations, if any, claimed by BorrowerIndebtedness hereunder, and (vi) that each Notethe Notes, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the . (b) Borrowers shall not be required use commercially reasonable efforts to provide such statement deliver to Administrative Agent and the Lenders upon request, and no more often than two one time during any twelve (212) times month period (unless an Event of Default has occurred and is continuing) tenant estoppel certificates from each commercial tenant under a Major Lease in form and substance reasonably satisfactory to Administrative Agent. As used in this clause (b), “commercially reasonable efforts” shall not, unless an Event of Default has occurred and is continuing or is reasonably likely to occur, require the payment of fees by Borrower to any calendar yearGround Lessor, other than reimbursement for nominal expenses associated with its legal review of the estoppel to the extent required under the applicable Ground Lease. (iic) Subject to the terms of the applicable Major Lease or other non-residential LeasesBorrowers shall use commercially reasonable efforts, promptly upon request by the of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) to deliver to Administrative Agent and the Borrowers shall request Lenders an estoppel certificate from each Tenant Franchisor stating that (i) its Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither such Franchisor nor its Operating Lessee is in default under any Major 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 such Franchise Agreement, (iii) neither such Franchisor nor such Operating Lessee has commenced any action or given or received any notice for the purpose of terminating such Franchise Agreement and (iv) all sums due and payable to such Franchisor under its Franchise Agreement have been paid in full. (d) Borrowers shall, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent and the Lenders an estoppel certificate from each Operating Lessee stating that (i) its respective Operating Leases are in full force and effect and have not been modified, amended or assigned, (ii) Borrowers are not in default under any of the terms, covenants or provisions of its Operating Lease(s) and such Operating Lessee does not know of any event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Operating Lease, (iii) no Borrower has commenced any action or given or received any notice for the purpose of terminating any Operating Lease or other non-residential Leases and (provided that the iv) all sums due and payable under any Operating Lease have been paid in full. (e) Borrowers shall only be required use commercially reasonable efforts, promptly upon request of Administrative Agent, and no more often than one time during any twelve (12) month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent and the Lenders 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 the applicable Ground Lessee is in default under any of the terms, covenants or provisions of the Ground Lease and 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 Ground Lessor nor the applicable Ground Lessee 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.Borrowers shall use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major the Ground Lessor of the marina parcel of the Vinoy Hotel Property in connection with the Vinoy Marina Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential LeasesTransfer. (f) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms Borrowers shall use commercially reasonable efforts, promptly upon request of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent); provided, that the Borrowers shall not be required to deliver such certificates and no more frequently often than one time during any twelve (112) time in any calendar year if no month period (unless an Event of Default has occurred and is continuing) deliver to Administrative Agent an estoppel certificate from each Manager stating that (i) the applicable Management Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Manager nor applicable Borrower is in default under any of the terms, covenants or provisions of such 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 such Management Agreement, (iii) neither Manager nor applicable Borrower has commenced any action or given or received any notice for the purpose of terminating such Management Agreement and (iv) all sums due and payable under such Management Agreement have been paid in full.

Estoppel Statements. (ia) Upon After request of the Administrative Agentby Lxxxxx, each Borrower shall within fifteen ten (1510) days Business Days furnish the Administrative Agent Lender with a statement, duly acknowledged and certified, setting forth stating (i) the original principal amount of the Loans, (ii) the unpaid principal amount of the LoansNote, (iiiii) the Interest Rate of the LoansNote, (iviii) the date installments of interest and/or principal were last paid, (viv) any offsets or defenses to the payment of the ObligationsDebt, if any, claimed by Borrower, and (viv) that each Note, this Agreement, the Mortgages Agreement and the other Loan Documents are valid, legal and binding obligations of each Loan Party thereto and have not been modified or if modified, giving particulars of such modification; provided, however, the Borrowers shall not be required to provide such statement more often than two (2) times in any calendar year. (iib) Subject Borrower shall use commercially reasonable efforts to the terms of the applicable Major Lease or other non-residential Leasesobtain and deliver to Lender, upon request by the Administrative Agentrequest, the Borrowers shall request an estoppel certificate from each Tenant under any Major Lease or other non-residential Leases (Lease; provided that the Borrowers shall only such certificate may be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant under a Major Lease or other non-residential Leases not required to provide an estoppel certificate under its Major Lease or other non-residential Leases) in form and substance reasonably satisfactory to the Administrative Agent (it being expressly agreed that any form specified by the terms of any Major Lease or other non-residential Leases that is approved in writing by the Administrative Agent in accordance herewith or is otherwise specified in the Borrowers’ form Major Lease or other non-residential Leases reasonably approved in writing by the Administrative Agent from time to time shall be deemed to be reasonably satisfactory to the Administrative Agent)required under such Lease; provided, further, that the Borrowers Borrower shall not be required to request or deliver such certificates more frequently than one (1) time in any calendar year if no twelve (12)-month period (other than (y) during the continuance of an Event of Default has occurred or (z) in connection with a Secondary Market Transaction). (c) Borrower shall use commercially reasonable efforts (but without any monetary obligation to Borrower) to obtain and is continuingdeliver to Lender, upon request, an estoppel certificate from each counterparty under each Reciprocal Easement Agreement; provided that such certificate may be in the form required under the applicable Reciprocal Easement Agreement; provided, further, that Borrower shall not be required to request or deliver such certificates more frequently than one time in any twelve (12)-month period (other than (y) during the continuance of an Event of Default or (z) in connection with a Secondary Market Transaction). (d) Borrower shall use commercially reasonable efforts to obtain and deliver to Lender, upon request, an estoppel certificate from the M&T Credit Agreement Administrative Agent, stating (i) the unpaid principal amount of the M&T Credit Facility, (ii) the interest rate thereunder, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the M&T Credit Facility, if any, and (v) that the M&T Credit Documents remains in full force and effect, there are no defaults or events of default thereunder, and they have not been modified or if in default or modified, giving particulars of such defaults and/or modification.. (e) Borrower shall use commercially reasonable efforts to obtain and deliver to Lender, upon request, an estoppel certificate from each lender under any mortgage loan secured by real property owned by any Individual Borrower (including, without limitation, the First Horizon Facilities), stating (i) the unpaid principal amount of the applicable Indebtedness, (ii) the interest rate thereunder, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the applicable Indebtedness, if any, and (v) that the applicable documentation of such Indebtedness remains in full force and effect, there are no defaults or events of default thereunder, and such documents have not been modified or if in default or modified, giving particulars of such defaults and/or modification.