Common use of Estoppel Clause in Contracts

Estoppel. Tenant hereby certifies and represents to Trustee that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies and represents to Trustee -------- that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s 's obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s 's knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies and represents to Trustee Collateral Agent that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies and represents to Trustee Collateral Agent that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s 's obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s 's knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) except for ____________, the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) except for _____________,Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies and represents to Trustee Collateral Agent that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) except as noted on Schedule C, all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) to the best of Tenant’s knowledge, Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; to the best of Tenant’s knowledge, no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; and to the best of Tenant’s knowledge, no claim by Tenant of any nature exists against Landlord under the Lease; Lease and all obligations of Landlord to date have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Within 10 days following request from Landlord, any Mortgagee or any Lessor, Tenant hereby certifies shall deliver to Landlord a statement executed and represents acknowledged by Tenant, in form reasonably satisfactory to Trustee that as of the date of this Agreement: Landlord, (a) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect; effect and has not been modified (or if modified, setting forth all modifications), (b) all requirements for setting forth the commencement date to which the Fixed Rent and validity of the Lease any Additional Rent have been satisfied paid, together with the amount of monthly Fixed Rent and there are no unfulfilled conditions to Tenant’s obligations under the Lease; Additional, Rent then payable, (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; stating whether or not, to the best of Tenant’s knowledge, Landlord is not in default under this Lease, and, if Landlord is in default, setting forth the Lease; no actspecific nature of all such defaults, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesstating the amount of the security deposit, counterclaims or setoffs against rents or charges due or which may become due if any, under the this Lease; , (e) none stating whether there are any subleases or assignments affecting the Premises, (f) stating the address of the rent Tenant to which Tenant is required to pay all notices and communications under the Lease has been prepaidshall be sent, and (g) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 26.10 may be relied upon by any purchaser or owner of the Real Property or the Building, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of Landlord’s interest in the Leased Premises; (g) Real Property or the Lease has not been modified Building or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assignedany Superior Lease, mortgagedor by any Mortgagee, subletor assignee thereof or by any Lessor, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionassignee thereof.

Estoppel. Tenant hereby certifies and represents to Trustee Collateral -------- Agent that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s 's obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s 's knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Within fifteen (15) days following request from (i) Landlord, any Mortgagee or any Lessor, Tenant hereby certifies shall deliver to Landlord a statement executed and represents acknowledged by Tenant, in form reasonably satisfactory to Trustee that as of the date of this Agreement: Landlord, and (ii) Tenant, Landlord shall deliver to Tenant a statement executed and acknowledged by Landlord, in form reasonably satisfactory to Tenant: (a) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect; effect and has not been modified (or if modified, setting forth all modifications), (b) all requirements for setting forth the commencement date to which the Fixed Rent and validity of the Lease any Additional Rent have been satisfied paid, together with the amount of monthly Fixed Rent and there are no unfulfilled conditions to Tenant’s obligations under the Lease; Additional, Rent then payable, (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; stating whether or not, to the best of Tenant’s or Landlord’s knowledge, as the case may be, either Tenant and/or Landlord is not in default under this Lease, and setting forth the Lease; no actspecific nature of all such defaults, event or condition has occurred which with notice or the lapse of timeif any, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesstating the amount of the security deposit, counterclaims or setoffs against rents or charges due or which may become due if any, under the this Lease; , (e) none stating whether there are any subleases or assignments affecting the Premises, (f) stating the address of Tenant or Landlord, as the rent case may be, to which Tenant is required to pay all notices and communications under the Lease has been prepaidshall be sent, and (g) responding to any other matters reasonably requested by Tenant, Landlord, such Mortgagee or such Lessor, as the case may be. Tenant acknowledges that any statement delivered by Tenant pursuant to this Section 26.10 may be relied upon by any purchaser or owner of the Real Property or the Building, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of Landlord’s interest in the Leased Real Property or the Building or any Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof. Landlord acknowledges that any statement delivered by Landlord pursuant to this Section 26.10 may be relied upon by any third party having an interest in Tenant, any lender or potential lender or any potential acquirer of Tenant’s leasehold interest in the Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Within 7 days following request from Landlord, any Mortgagee or any Lessor, Tenant hereby certifies shall deliver to Landlord a statement executed and represents acknowledged by Tenant, in form reasonably satisfactory to Trustee that as of the date of this Agreement: Landlord, (a) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Amended and Restated Lease is then in full force and effect; effect and has not been modified (or if modified, setting forth all modifications), (b) all requirements for setting forth the commencement date to which the Fixed Rent and validity of the Lease any Additional Rent have been satisfied paid, together with the amount of monthly Fixed Rent and there are no unfulfilled conditions to Tenant’s obligations under the Lease; Additional Rent then payable, (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; stating whether or not, to the best of Tenant’s knowledge, Landlord is not in default under this Amended and Restated Lease, and, if Landlord is in default, setting forth the Lease; no actspecific nature of all such defaults, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesstating the amount of the Letter of Credit, counterclaims or setoffs against rents or charges due or which may become due if any, under the this Amended and Restated Lease; , (e) none of stating whether there are any subleases or assignments affecting the rent which Tenant is required to pay under the Lease has been prepaidPremises, or will in the future be prepaid, more than one (1) month in advance; (f) stating the address of Tenant has no right or option contained in to which all notices and communications under the Amended and Restated Lease or in shall be sent, and (g) responding to any other document matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to purchase this Section 26.10 may be relied upon by any purchaser or owner of the Real Property or the Building, or all or any portion of Landlord’s interest in the Leased Premises; (g) Real Property or the Lease has not been modified Building or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assignedany Superior Lease, mortgagedor by any Mortgagee, subletor assignee thereof or by any Lessor, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionassignee thereof.

Estoppel. Tenant hereby certifies and represents to Trustee that as of the date of this Agreement: (a) Within ten days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a written statement executed and acknowledged by Tenant, in form reasonably satisfactory to Landlord, (i) stating the Commencement Date and the Expiration Date, and that this Lease is then in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease effect and has not received been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent and any uncured notice Additional Rent have been paid, together with the amount of any default by Tenant under the Lease; monthly Fixed Rent then payable, (iii) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is not in default under this Lease, and, if Landlord is in default, setting forth the specific nature of all such defaults, (iv) stating the amount of the Security Deposit, if any, under this Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (dv) stating whether there are no defensesany subleases or assignments affecting the Premises, counterclaims or setoffs against rents or charges due or (vi) stating the address of Tenant to which may become due under the Lease; (e) none of the rent which Tenant is required to pay all notices and communication under the Lease has been prepaidshall be sent, and (vii) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 33.10 may be relied upon by any purchaser or owner of the Real Property or the Building, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of Landlord's interest in the Leased Premises;Real Property or the Building or any Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof. Simultaneously with the execution of this Lease, Tenant shall execute and deliver to Landlord the Lease Estoppel Certificate attached hereto as Exhibit H. (gb) Within ten days following request from Tenant, Landlord shall deliver to Tenant a written statement executed and acknowledged by Landlord, in a form reasonably acceptable to Tenant, (i) stating the Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or amended if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent and constitutes any Additional Rent have been paid, together with the entire agreement between Landlord and Tenant relating amount of monthly Fixed Rent then payable, (iii) stating whether or not, to the Leased best of Landlord's knowledge, Tenant is in default under this Lease, and, if Tenant is in default, setting forth the specific nature of all such defaults, (iv) stating the amount of the Security Deposit, if any, under this Lease, (v) stating whether there are any subleases or assignments affecting the Premises; , (hvi) stating the address of Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or to which all of its interest notices and communication under the Lease; and Lease shall be sent, and (ivii) Tenant has full authority responding to enter into this Agreement, which has been duly authorized any other matters regarding the Lease reasonably requested by all necessary actionTenant.

Estoppel. Tenant hereby certifies and represents to Trustee that Lender that, as of the date of this Agreement: : (ai) the Lease Lease, as described above, is in full force the true, correct and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the complete Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant, (ii) to the best of Tenant's knowledge, there are no defaults of Landlord under the Lease and there are no existing circumstances which with the passage of time, or giving of notice, or both, would give rise to default under the Lease and/or allow Tenant relating to terminate the Lease, (iii) Tenant is satisfied with all of the work done by and required of Landlord to date, such work has been done in accordance with plans and specifications approved by Tenant, and as of the date hereof Tenant is not aware of any defect in the work or has not rejected any of the work done by Landlord on the Leased Premises (only includable if Tenant agrees with, after work is completed), (iv) that no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (v) that the Tenant, as of this date, has no charge, lien or claim of offset under the Lease or otherwise, against rents or other charges due to become due thereunder; and (vi) that Tenant has not assigned any of its rights under the Lease nor has Tenant sublet any portion of the Demised Premises to any other party. If this Agreement is being delivered prior to completion of all of Landlord's Work (as such term is defined in the Lease) on the Leased Premises; (h) , Tenant agrees that, promptly after request of the Lender therefor, it will provide an estoppel certificate to Lender following completion of such work indicating whether Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all accepted the work and begun payment of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionrent.

Estoppel. Tenant hereby certifies and represents Pursuant to Trustee that Paragraph K of the Rider to the Original Lease, as of the date of execution of this AgreementAmendment, Tenant hereby represents, warrants and certifies to Landlord, and Landlord’s successors, assigns and mortgagees, the following: a. The Existing Lease has not been modified, changed, altered, amended or supplemented in any respect other than by this Fifth Amendment, and this Lease is the only lease or other agreement between Tenant and Landlord (aincluding Prior Landlord) affecting the Premises; b. Tenant has no right to free rent, partial rent, rebate of rental payments or any other type of rental concession; c. The security deposit held by Landlord on the date hereof is $68,000; d. Tenant is current in its payment of all Base Rent, Taxes, Operating Expenses and other charges due to be paid under the Lease, with no Rent being due and payable through the date hereof; no Rent or other sum payable under the Lease is currently being paid by Tenant in full force arrears; and effectas of the date of execution of this Amendment no Rent or other sum payable under the Lease has been paid in advance; (b) e. To Tenant’s knowledge, all requirements for of the commencement and validity obligations on the part of Landlord under the Lease have been satisfied carried out and there are completed in full, all allowances due from Landlord under the Lease have been paid in full, and Tenant has no unfulfilled conditions to Tenantclaim or knowledge of any claim against the holder of Landlord’s obligations interest on account of any default or failure of performance by Landlord (including Prior Landlord) under the Lease; (c) f. Tenant is not in default under the Lease and has not received any uncured no written notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all of its obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims to be paid or setoffs against rents or charges due or which may become due performed under the Lease; (e) none of the rent which g. To Tenant’s knowledge, Tenant is required not entitled to pay under the Lease has been prepaid, any offset or will deduction in the future be prepaid, more than one (1) month in advance; (f) Tenant Rent and has no right claim or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating defense to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred performance of any or all of its interest obligation to be performed by it under the Lease; and (i) h. To Tenant’s knowledge, there are no regulatory actions or other claims pending or threatened against Tenant arising out of the presence of any substances or compounds prohibited or regulated under any federal, state or municipal laws pertaining to health or the environment in violation of applicable laws on the Premises or the Property, and Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionreceived no notice of any such violations and/or claims or actions.

Estoppel. Tenant hereby certifies and represents to Trustee that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s 's obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s 's knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant Subtenant hereby certifies and represents to Trustee Collateral Agent that as of the date of this Agreement: (a) the Lease Sublease is in full force and effect; (b) except as noted on Schedule C, all requirements for the commencement and validity of the Lease Sublease have been satisfied and there are no unfulfilled conditions to TenantSubtenant’s obligations under the LeaseSublease; (c) Tenant to the best of Subtenant’s knowledge, Subtenant is not in default under the Lease Sublease and has not received any uncured notice of any default by Tenant Subtenant under the LeaseSublease; to the best of TenantSubtenant’s knowledge, Landlord Sublandlord is not in default under the LeaseSublease; to the best of Subtenant’s knowledge, no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant Subtenant or Landlord Sublandlord under the LeaseSublease; and to the best of Subtenant’s knowledge, no claim by Tenant Subtenant of any nature exists against Landlord Sublandlord under the Lease; Sublease and all obligations of Landlord Sublandlord to date have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the LeaseSublease; (e) none of the rent which Tenant Subtenant is required to pay under the Lease Sublease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant Subtenant has no right or option contained in the Lease Sublease or in any other document to purchase all or any portion of the Leased Subleased Premises; (g) the Lease Sublease has not been modified or amended and constitutes the entire agreement between Landlord Sublandlord and Tenant Subtenant relating to the Leased Subleased Premises; (h) Tenant Subtenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the LeaseSublease; and (i) Tenant Subtenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Within ten (10) days after request by Landlord, Tenant hereby certifies shall deliver to any Mortgagee, proposed Mortgagee, proposed purchaser and/or Landlord an estoppel certificate duly executed (and represents acknowledged if required by Landlord or any Mortgagee, proposed Mortgagee or proposed purchaser), in the form attached hereto as Exhibit E, or in such other form as may be reasonably acceptable to Trustee that as any existing or proposed Mortgagee or purchaser which form may include some or all of the date provisions contained in Exhibit E, to the extent the certifications contained in such form are true and within the knowledge of Tenant. Tenant's failure to deliver said statement in such time period shall be an Event of Default hereunder unless Tenant delivers such statement within five (5) days after Landlord's written notice to Tenant of such failure, and shall be conclusive upon Tenant that (i) this Agreement: (a) the Lease is in full force and effect; , without modification except as may be represented by Landlord; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (dii) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will uncured defaults in the future be prepaid, more than one (1) month in advance; (f) Landlord's performance and Tenant has no right of offset, counterclaim or option contained deduction against Rent hereunder; and (iii) no more than one month's Base Rent has been paid in advance. If any Mortgagee or proposed Mortgagee should require that this Lease be amended (except as will materially and adversely affect the Lease or in any other document rights of Tenant), Landlord shall give written notice thereof to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord Tenant and Tenant relating shall, within ten (10) days after the receipt of Landlord's notice, execute and deliver to Landlord the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionrequired Lease amendment.

Estoppel. Tenant hereby certifies and represents to Trustee that as of the date of this Agreement: (a) From time to time (but subject to Section 25.4(b) hereof) upon not less than twenty (20) days’ prior written notice, time being of the essence, Tenant and each subtenant, assignee, licensee or concessionaire or occupant of Tenant shall execute, acknowledge and deliver to Landlord and/or any other person or entity designated by Landlord, a written statement certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (b) the dates to which the rent and any other charges have been paid; (c) whether or not to Tenant’s knowledge after reasonable inquiry, Landlord is in default in the performance of any obligation, and if so, specifying the nature of such default; (d) whether or not, to Tenant’s knowledge after reasonable inquiry, if Tenant has any defenses or claims against Landlord and/or any claims of offset against Landlord, and if so, specifying the nature of such defenses or claims; (e) the address to which notices to Tenant are to be sent; (f) that this Lease is subject and subordinate to all mortgages encumbering the Building or the Land; (g) that Tenant has accepted the Premises and that all work thereto has been completed (or if such work has not been completed, specifying the incomplete work); and (h) such other matters as Landlord may reasonably request regarding the Building or this Lease. From time to time (but subject to Section 25.4(b) hereof) upon not less than twenty (20) days’ prior written notice, time being of the essence, Guarantor shall (and Tenant shall cause Guarantor) to execute, acknowledge and deliver to Landlord and/or any other person or entity designated by Landlord, a written statement certifying: (a) that the Guaranty is unmodified and in full force and effect;; (b) whether or not, to Tenant’s knowledge after reasonable inquiry, if Guarantor has any defenses or claims against Landlord and/or any claims of offset against Landlord, and if so, specifying the nature of such defenses or claims; (c) the address to which notices to Tenant are to be sent; and (d) such other matters as Landlord may reasonably request regarding the Building or this Lease. Any such statement may be relied upon by any owner of the Building or the Land, any prospective purchaser of the Building or the Land, any holder or prospective holder of a mortgage or any other person or entity. In the event that Tenant or Guarantor fails to timely delivery an estoppel hereunder, each Tenant and Guarantor appoints Landlord as Tenant’s attorney-in-fact (which appointment is coupled with an interest) to execute such estoppel on Tenant’s behalf. (b) all requirements The parties agree that requests for the commencement and validity a statement pursuant to Section 25.4(a) shall not be made more frequently than twice in any twelve (12) month period provided that in connection with a financing or sale of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under Building or any interest therein (a “Capital Transaction”) such requests can be made an additional two (2) times in any twelve (12) month period (for a maximum of four (4) times in such twelve month period). Notwithstanding the Lease;foregoing, during the continuation of an Event of Default, Landlord may request such statements on a monthly basis. (c) From time to time upon not less than twenty (20) days’ prior written notice, Landlord shall execute, acknowledge and deliver to Tenant a written statement certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (b) the dates to which the rent and any other charges have been paid; (c) whether or not to Landlord’s actual knowledge, Tenant is not in default under in the Lease and has not received any uncured notice performance of any default obligation, and if so, specifying the nature of such default; (d) the address to which notices to Tenant are to be sent; and (e) such other matters as Tenant may reasonably request regarding the Building or this Lease. Any such statement may be relied upon by Tenant under the Lease; to the best or any of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionlenders.

Estoppel. Tenant hereby certifies and represents to Trustee Collateral Agent that as of the date of this Agreement: (a) the Lease is in full force and effecteffect and a true and complete copy (together with all amendments and modifications) is attached hereto as Exhibit A; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; to the best of Tenant’s knowledge, no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; to the best of Tenant’s knowledge, no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease (as attached hereto as Exhibit A) has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies and represents to Trustee that as of the date of this Agreement: (a) the At any time and from time to time, Tenant shall, within ten (10) Business Days after notice by Landlord or a Mortgagee, execute, and deliver to Landlord and/or such Mortgagee a certificate certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect;effect as modified, and stating the date and nature of each modification); (ii) the Rent Commencement Date, the Commencement Date, the Lease Expiration Date and the date, if any, to which all Rent and other sums payable hereunder have been paid; (iii) the amount of Fixed Rent currently payable monthly, (iv) that no notice has been received by Tenant of any default by Tenant hereunder which has not been cured, except as to defaults specified in such certificate; (v) to Tenant’s knowledge that Landlord is not in default under this Lease, except as to defaults specified in such certificate; and (vi) such other matters as may be reasonably requested by Landlord or any current or prospective purchaser or mortgage lender. Any such certificate may be relied upon by Landlord and any current or prospective purchaser or mortgage lender of the Premises or any part thereof. (b) all requirements for At any time and from time to time, Landlord shall, within ten (10) Business Days after notice by Tenant, execute, and deliver to Tenant and/or such third parties as Tenant may specify in such notice, a certificate certifying: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect as modified, and stating the commencement date and validity nature of each modification); (ii) the Rent Commencement Date, the Commencement Date, the Lease Expiration Date and the date, if any, to which all Rent and other sums payable hereunder have been satisfied and there are paid; (iii) the amount of Fixed Rent currently payable monthly, (iv) that no unfulfilled conditions notice has been received by Landlord of any default by Landlord hereunder which has not been cured, except as to Tenantdefaults specified in such certificate; (v) to Landlord’s obligations under the Lease; (c) knowledge that Tenant is not in default under the Lease this Lease, except as to defaults specified in such certificate; and has not received (vi) such other matters as may be reasonably requested by Tenant, any uncured notice prospective assignee of any default by Tenant under the this Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or bothother party then dealing with Tenant. Any such certificate may be relied upon by Tenant, would constitute a default by Tenant or Landlord under the any prospective assignee of this Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionparty then dealing with Tenant.

Estoppel. Within fifteen (15) days following request -------- from Landlord, any Mortgagee or any Lessor, Tenant hereby certifies shall deliver to Landlord a written statement executed and represents acknowledged by Tenant, in form satisfactory to Trustee that as of the date of this Agreement: Landlord, (a) stating the Commencement Date and the Expiration Date, and that this Lease is then in full force and effect; effect and has not been modified (or if modified, setting forth all modifications), (b) all requirements for setting forth the commencement date to which the Fixed Rent and validity of the Lease any Additional Rent have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under paid, together with the Lease; amount of monthly Fixed Rent then payable, (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; stating whether or not, to the best of Tenant’s 's knowledge, Landlord is not in default under this Lease, and, if Landlord is in default, setting forth the Lease; no actspecific nature of all such defaults, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesstating the amount of the Security Deposit, counterclaims or setoffs against rents or charges due or which may become due if any, under the this Lease; , (e) none stating whether there are any subleases or assignments affecting the Premises, (f) stating the address of the rent Tenant to which Tenant is required to pay all notices and communication under the Lease has been prepaidshall be sent, and (g) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 31.10 may be relied upon by any purchaser or owner of the Real Property or the Building, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of Landlord's interest in the Leased Premises; (g) Real Property or the Lease has not been modified Building or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assignedany Superior Lease, mortgagedor by any Mortgagee, subletor assignee thereof or by any Lessor, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionassignee thereof.

Estoppel. Tenant hereby certifies will, at the request of Landlord, at any time and represents from time to Trustee that as time upon not less than 10 days’ prior notice, execute, acknowledge in recordable form, and deliver to Landlord or to Landlord’s mortgagee, lessor under any ground lease, auditors or a prospective purchaser of the date of this Agreement: Property or any part thereof, a certificate stating the following, as requested: (a) that this Lease is unmodified and in full force and effect, (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect); (b) the date the Lease commenced and the rent commencement date (if different); (c) whether Tenant has any options to renew or extend the Lease Term or any options, rights of first refusal or rights of first offer to expand the Premises or to purchase the Property and whether Tenant has exercised any of those options; (d) whether Tenant has accepted and is now in full possession of the Premises, and whether Tenant has assigned the Lease, sublet all or any portion of the Premises, or otherwise transferred any interest in the Lease or the Premises; Tenant agrees to provide a copy of such assignment, sublease or transfer upon request; (e) the current monthly installments of Base Rental and Tenant’s Proportionate Share of Operating Expenses, the dates to which such rental and other charges have been paid, and that no such rent has been paid for more than 30 days in advance of its due date; (f) the base year(s) or base amount(s), if any, for Tenant’s Proportionate Share of Operating Expenses; (g) whether Tenant is currently receiving any rental concessions, rebates or abatements and, if so, the terms of such concession, rebate or abatement, including, without limitation, the date when such concession, rebate or abatement will expire; (h) whether Tenant is entitled to any future rent concessions, rebates or abatements under the Lease and, if so, the terms of the future concessions, rebates or abatements; (i) the amount of the Security Deposit paid to Landlord; (j) whether Tenant has received any notice of prior sale, transfer assignment, hypothecation or pledge of the Lease or of the rents payable thereunder; (k) that all alterations, improvements, additions, build-outs or construction required to be performed under the Lease have been completed and any required allowances have been paid (or if not completed or paid, stating the nature of the deficiencies); (I) that Tenant is paying rent on a current basis with no offsets or claims, and there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord or of Tenant as is pertinent to the request (or specifying such offsets, claims or defaults, if any are claimed); and (m) such other matters as may be reasonably requested. It is expressly understood and agreed that any such statement may be relied upon by any prospective purchaser or mortgagee of all or any portion of the real property of which the Premises are a part or by any other person to whom it is delivered. The failure to deliver such statement within such time will be conclusive upon Tenant that this Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and , without modification except as may be represented by Landlord, there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is uncured defaults by Landlord and that not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month month’s rental has been paid in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord advance and Tenant relating will be estopped from asserting any defaults known to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionit at that time.

Estoppel. Landlord and Tenant hereby certifies shall, each without charge at any time and represents from time to Trustee that as time, within ten days after written request by the other party, certify by written instrument, duly executed, acknowledged and delivered to any mortgagee, assignee of a mortgagee, proposed mortgagee, or to any purchaser or proposed purchaser, or to any other person dealing with Landlord, Tenant or the date of this AgreementDemised Premises: (a) That this Lease (and all guaranties, if any) is unmodified and in full force and effect (or, if there have been modifications, that the Lease same is in full force and effect, as modified, and stating the modifications); (b) all requirements for The dates to which the commencement and validity of the Lease Basic Rent or Additional Rent have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Leasepaid in advance; (c) Whether or not there are then existing any breaches or defaults by such party or the other party known by such party under any of the covenants, conditions, provisions, terms or agreements of this Lease, and specifying such breach or default, if any, or any setoffs or defenses against the enforcement of any covenant, condition, provision, term or agreement of this Lease (or of any guaranties) upon the part of Landlord or Tenant (or any guarantor), as the case may be, to be performed or complied with (and, if so, specifying the same and the steps being taken to remedy the same); and (d) Such other factual statements or certificates as either party may reasonably request. It is the intention of the parties hereto that any statement delivered pursuant to this Section 20.7 may be relied upon by any of such parties dealing with Landlord, Tenant or the Demised Premises. If Tenant does not in default under deliver such statement to Landlord within such 10 day period, Landlord, and any prospective purchaser or encumbrancer of the Demised Premises or the Building, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease and have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not received been cancelled or terminated and is in full force and effect, except as otherwise represented by Landlord; that the current amounts of the Basic Rent and Security Deposit are as represented by Landlord; that any uncured notice changes made against the Security Deposit are uncontested and valid; that there have been no subleases or assignments of any default by Tenant under the Lease; to the best of Tenant’s knowledge, (iii) that not more than one month's Basic Rent or other charges have been paid in advance; and (iv) that Landlord is not in default under the Lease; no act. In such event, event or condition has occurred which with notice or Tenant shall be estopped from denying the lapse truth of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionsuch facts.

Estoppel. Within ten (10) business days after request by Landlord, Tenant hereby certifies shall deliver an estoppel certificate duly executed (and represents acknowledged if required by any lender), in the form attached hereto as Exhibit G, to Trustee any proposed mortgagee, purchaser or Landlord. Tenant's failure to deliver said statement in such time period shall be conclusive upon Tenant that as of the date of this Agreement: (a) the this Lease is in full force and effect; , without modification except as may be represented by Landlord; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will uncured defaults in the future be prepaid, more than one (1) month in advance; (f) Landlord's performance and Tenant has no right of offset, counterclaim or option contained deduction against Rent hereunder; and (c) no more than one period's Base Rent has been paid in advance. Landlord reserves the right to substitute a different but reasonable form of estoppel certificate upon the request of any proposed mortgagee or purchaser. If any financier should require that this Lease be amended (other than in the Lease or in any other document to purchase all or any portion description of the Leased Premises; (g) , the Lease has not been modified Term, the Permitted Use, the Rent or amended as will significantly and constitutes adversely affect the entire agreement between rights or increase the obligations of Tenant), Landlord and Tenant relating shall give written notice thereof to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this AgreementTenant, which notice shall be accompanied by a Lease supplement embodying such amendments. Tenant shall, within ten (10) business days after the receipt of Landlord's notice, execute the tendered Lease supplement. Within ten (10) business days after request by Tenaxx, Xxndlord shall deliver an estoppel certificate duly executed (and acknowledged if required by any lender) stating that (a) this Lease is in full force and effect, without modification except as may be represented by Tenant; (b) there are no uncured defaults in Tenant's performance and Landlord has no claims against Tenant hereunder; and (c) no more than one period's Base Rent has been duly authorized by all necessary actionpaid in advance.

Estoppel. Tenant Lessor hereby acknowledges, certifies and represents confirms to Trustee Leasehold Mortgagee that: (a) Lessee and Lessor are all of the parties to the Leases, and, to Xxxxxx’s knowledge, the Leases have not been assigned, mortgaged, conveyed or otherwise transferred by Xxxxxx, except (i) pursuant to the Leasehold Mortgage and (ii) for subleases which have been approved by Lessor and those subleases not requiring Lessor’s approval; (b) the Leases represent the entire understanding of the parties thereto with respect to the matter that are the subject thereof, and have not been amended, supplemented and/or otherwise modified, except as attached hereto as Exhibit A; (c) the Leases are in full force and effect in accordance with their respective terms, which terms have not been further modified except as attached hereto as Exhibit A; (d) Xxxxxx has paid to Lessor all rent due and payable under the Leases as of the date of this Agreement: (a) agreement and, to Xxxxxx’s knowledge, Xxxxxx has performed all non-monetary obligations under the Lease is in full force and effectLeases arising prior to the date hereof; (be) all requirements for the commencement to Lessor’s knowledge, no defaults on behalf of Lessee or Lessor have occurred and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations continuing under the LeaseLeases, nor have any events occurred which with the giving of notice, the passage of time or both would constitute defaults under the Leases; (cf) Tenant is not in default no sums have been deposited with Lessor as a security deposit; (g) all capital expenditures or other improvement obligations required to be performed by Lessee under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord Leases have been fully performed; (dh) there are to Lessor’s knowledge, Xxxxxx has no defenses, counterclaims or setoffs other cause of action against rents or charges due or which may become due under the Lease; (e) none Lessee arising out of the rent which Tenant is required to pay under Leases, the Lease has been prepaid, Premises or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or matter, nor does the basis for any portion cause of the Leased Premisesaction exist; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into the commencement date and expiration date of each Lease are set forth on Schedule 1 attached hereto; (j) rent is payable under the Leases as set forth on Schedule 1 attached hereto; (k) all rent due and payable as of the date of this Agreement, which Agreement has been duly authorized by paid; (l) all necessary actionrepairs and replacement obligations required pursuant to the Leases have been fully completed.

Estoppel. Tenant hereby certifies As a material inducement and consideration to Lessor to execute and deliver this Amendment, Lessee represents and warrants to Trustee that Lessor the truth of the following statements as of the date of this Agreement: Amendment: (ai) a true, complete and correct copy of the Lease is attached hereto as Exhibit "A"; (ii) the Lease as modified by this Amendment constitutes the entire agreement between Lessor and Lessee with respect to the Premises, is presently in full force and effect; , and has not been further modified, changed, altered, assigned, supplemented or amended in any respect; (biii) all requirements for the commencement and validity as of the date of this Amendment, Lessee has not assigned, encumbered or hypothecated all or any portion of its interest in the Lease; (iv) the Lease have been satisfied is the only lease or agreement, written or oral, between Lessor and there Lessee affecting or relating to the Premises; (v) no one except Lessee and its employees occupies the Premises; (vi) Lessee has no offsets, claims, or defenses to the enforcement of the Lease; (vii) no actions, whether voluntary or otherwise, are no unfulfilled conditions to Tenant’s obligations pending against Lessee under the Lease; bankruptcy laws of the United States or any state thereof; (cviii) Tenant is to the best of Lessee's knowledge, after due inquiry, Lessor and Lessee are not in default under the Lease and has have not received committed any uncured notice breach of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice which, but for the passing of time or for the lapse giving or receipt of timenotice, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations no notice of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease default has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest given under the Lease; and (iix) to the best of Lessee's knowledge, the use, maintenance and operation of the Premises complies with all applicable federal, state, county or local statutes, laws, rules and regulations of any governmental authorities relating to environmental, health or safety matters (collectively, "Environmental Laws"); the Premises have not been used and Lessee will not use the Premises for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste; Lessee has not received any notices, written or oral, of violation of any Environmental Laws or of any allegation which, if true, would contradict anything contained in this Amendment and there are no writs, injunctions, decrees, orders or judgments outstanding, and no lawsuits, claims, proceedings or investigations pending or threatened against Lessee, relating to the use, maintenance or operation of the Premises, nor is Lessee aware of a basis for any such proceeding; and (x) the Tenant Improvements are complete and were constructed in accordance with all laws, ordinances, permits, and codes applicable thereto, and all obligations of Lessor under the Lease to construct any improvements on, and to make repairs to, the Premises have been fully performed by Lessor and accepted by Lessee, and Lessee has full authority to enter into this Agreement, which has been duly authorized by all necessary actionno claims against Lessor in connection therewith.

Estoppel. Within ten (10) days after Xxxxxxxx’s written request, Tenant hereby certifies shall execute and represents deliver to Trustee Landlord, in recordable form, a certificate to Landlord and any existing or proposed mortgagee or purchaser certifying, among other things, (i) that as this Lease is unmodified and in full force and effect or, if modified, stating the nature of the date of modification and certifying that this Agreement: (a) the Lease Lease, as so modified, is in full force and effect; , (bii) all requirements for the commencement date to which the Rent and validity of the Lease other charges have been satisfied and there are no unfulfilled conditions paid in advance, if any; (iii) that to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesuncured defaults on the part of Landlord or Tenant under this Lease, counterclaims or setoffs against rents if there are uncured defaults on the part of Landlord or charges due or which may become due under Tenant, stating the Lease; (e) none nature of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one uncured defaults; (1iv) month in advance; (f) that Tenant has no right to purchase, option or option contained in the Lease or in any other document right of first refusal to purchase all or any portion of the Leased Premises; Building, Phase or Project; and (gv) any other statement or provision reasonably requested by Landlord or any existing or proposed mortgagee or prospective purchaser. Any such certificate may be relied upon by Xxxxxxxx and any mortgagee, beneficiary, ground or underlying lessor, purchaser or prospective purchaser or mortgagee of the Project, Phase and/or Building or any interest therein. Tenant’s failure to timely deliver said statement shall be conclusive upon Tenant that: (i) this Lease has not been modified or amended is in full force and constitutes the entire agreement between Landlord effect, without modification except as may be represented by Landlord; (i i) there are no uncured defaults in Landlord’s performance and Tenant relating to the Leased Premises; has no right of offset, counterclaim or deduction against Rent hereunder; (hiii) Tenant has not assignedno right to purchase, mortgagedoption or right of first refusal to purchase all or any portion of the Building, subletPhase or Project, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and and (iiv) Tenant has full authority to enter into this Agreement, which no more than one month’s Base Rent has been duly authorized by all necessary actionpaid in advance. In addition, Tenant hereby irrevocably appoints Landlord as its agent and attorney-in-fact to execute, acknowledge and deliver any such certificate in the name of and on behalf of Tenant if Tenant fails to execute, acknowledge and deliver any such certificate within ten (10) days after Xxxxxxxx’s written request therefor.

Estoppel. Tenant Lessor hereby acknowledges, certifies and represents confirms to Trustee Leasehold Mortgagee that: #1605296203v8<ACTIVE> - 37221630_4_Consent and Estoppel Agreement - Ravalli County Ai...docx (a) Lessee and Lessor are all of the parties to the Leases, and, to Xxxxxx’s knowledge, the Leases have not been assigned, mortgaged, conveyed or otherwise transferred by Xxxxxx, except (i) pursuant to the Leasehold Mortgage and (ii) for subleases which have been approved by Lessor and those subleases not requiring Lessor’s approval; (b) the Leases represent the entire understanding of the parties thereto with respect to the matter that are the subject thereof, and have not been amended, supplemented and/or otherwise modified, except as attached hereto as Exhibit A; (c) the Leases are in full force and effect in accordance with their respective terms, which terms have not been further modified except as attached hereto as Exhibit A; (d) Xxxxxx has paid to Lessor all rent due and payable under the Leases as of the date of this Agreement: (a) agreement and, to Xxxxxx’s knowledge, Xxxxxx has performed all non-monetary obligations under the Lease is in full force and effectLeases arising prior to the date hereof; (be) all requirements for the commencement to Lessor’s knowledge, no defaults on behalf of Lessee or Lessor have occurred and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations continuing under the LeaseLeases, nor have any events occurred which with the giving of notice, the passage of time or both would constitute defaults under the Leases; (cf) Tenant is not in default no sums have been deposited with Lessor as a security deposit; (g) all capital expenditures or other improvement obligations required to be performed by Lessee under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord Leases have been fully performed; (dh) there are no defensespresent charges, counterclaims liens or setoffs against rents or charges due or which may become due claims of offset claimed by Xxxxxx under the Lease; (ei) none to Lessor’s knowledge, Xxxxxx has no other cause of action against Lessee arising out of the rent which Tenant is required to pay under Leases, the Lease has been prepaidPremises or any other matter, or will in nor does the future be prepaid, more than one (1) month in advancebasis for any cause of action exist; (fj) Tenant has no right or option contained in the commencement date and expiration date of each Lease or in any other document to purchase all or any portion of the Leased Premisesare set forth on Schedule 1 attached hereto; (gk) rent is payable under the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased PremisesLeases as set forth on Schedule 1 attached hereto; (hl) Tenant all rent due and payable as of the date of this Agreement has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; andbeen paid; (im) Tenant has full authority all repairs and replacement obligations required pursuant to enter into this Agreement, which has the Leases have been duly authorized by all necessary actionfully completed.

Estoppel. Tenant hereby certifies warrants and represents to Trustee that as of the date of this Agreement: Landlord that: (ai) the Lease as amended hereby, has not been assigned or any of the Premises sublet; (ii) the Lease as amended hereby, is in full force and effect; effect and has not been modified, supplemented, or amended; (biii) all requirements for to the commencement and validity knowledge of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant , Landlord is not in default under the Lease and Tenant has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, setoffs, claims or counterclaims or setoffs against rents or charges due or which may become due under Landlord arising out of the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, as amended hereby, or will in the future be prepaid, any way relating thereto; (iv) Tenant has not paid any rentals more than one (1) month in advance; ; (fv) Tenant has no right or option contained accepted and is in full and complete occupancy and possession of all of the Premises demised pursuant to the Lease, as amended hereby, and the improvements and space required to be furnished according to the Lease or have been satisfactorily completed in any other document to purchase all or any portion of the Leased Premises; (g) the Lease respects and Landlord has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or fulfilled all of its interest duties of an inducement nature required to have been fulfilled to date; (vi) to the knowledge of Tenant, no payments, reimbursements, credits or offsets are due from Landlord to Tenant under the Lease; and (i) , as amended hereby, and no work is required to be done by Landlord to any of the premises demised under said Lease. As an inducement to Tenant has full authority to enter into this AgreementAmendment the Landlord hereby warrant and represent to Tenant that: (i) the Lease as amended hereby, which is in full force and effect and has not been duly authorized by all necessary actionmodified, supplemented, or amended; (ii) to the knowledge of Landlord Tenant is not in default under the Lease.

Estoppel. Within ten (10) days after Xxxxxxxx’s written request, Tenant hereby certifies shall execute and represents deliver to Trustee Landlord, in recordable form, a certificate to Landlord and any existing or proposed mortgagee or purchaser certifying, among other things, (i) that as this Lease is unmodified and in full force and effect or, if modified, stating the nature of the date of modification and certifying that this Agreement: (a) the Lease Lease, as so modified, is in full force and effect; , (bii) all requirements for the commencement date to which the Rent and validity of the Lease other charges have been satisfied and there are no unfulfilled conditions paid in advance, if any; (iii) that to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesuncured defaults on the part of Landlord or Tenant under this Lease, counterclaims or setoffs against rents if there are uncured defaults on the part of Landlord or charges due or which may become due under Tenant, stating the Lease; (e) none nature of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one uncured defaults; (1iv) month in advance; (f) that Tenant has no right to purchase, option or option contained in the Lease or in any other document right of first refusal to purchase all or any portion of the Leased Premises; Building, Phase or Project; and (gv) any other statement or provision reasonably requested by Landlord or any existing or proposed mortgagee or prospective purchaser. Any such certificate may be relied upon by Xxxxxxxx and any mortgagee, beneficiary, ground or underlying lessor, purchaser or prospective purchaser or mortgagee of the Project, Phase and/or Building or any interest therein. Tenant’s failure to timely deliver said statement shall be conclusive upon Tenant that: (i) this Lease has not been modified or amended is in full force and constitutes the entire agreement between Landlord effect, without modification except as may be represented by Landlord; (ii) there are no uncured defaults in Landlord’s performance and Tenant relating to the Leased Premises; has no right of offset, counterclaim or deduction against Rent hereunder; (hiii) Tenant has not assignedno right to purchase, mortgagedoption or right of first refusal to purchase all or any portion of the Building, subletPhase or Project, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and and (iiv) Tenant has full authority to enter into this Agreement, which no more than one month’s Base Rent has been duly authorized by all necessary actionpaid in a dvance. In addition, Tenant hereby irrevocably appoints Landlord as its agent and attorney-in-fact to execute, acknowledge and deliver any such certificate in the name of and on behalf of Tenant if Xxxxxx fails to execute, acknowledge and deliver any such certificate within ten days after Xxxxxxxx’s written request therefor.

Estoppel. Tenant Subtenant hereby certifies and represents to Trustee Collateral Agent that as of the date of this Agreement: (a) the Lease Sublease is in full force and effect; (b) except as noted on Schedule C, all requirements for the commencement and validity of the Lease Sublease have been satisfied and there are no unfulfilled conditions to TenantSubtenant’s obligations under the LeaseSublease; (c) Tenant to Subtenant’s knowledge, Subtenant is not in default under the Lease Sublease and has not received any uncured notice of any default by Tenant Subtenant under the LeaseSublease; to the best of TenantSubtenant’s knowledge, Landlord Sublandlord is not in default under the LeaseSublease; to Subtenant’s knowledge, no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant Subtenant or Landlord Sublandlord under the LeaseSublease; and to Subtenant’s knowledge, no claim by Tenant Subtenant of any nature exists against Landlord Sublandlord under the Lease; Sublease and all obligations of Landlord Sublandlord to date have been fully performedperformed in all material respects; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the LeaseSublease; (e) none of the rent which Tenant Subtenant is required to pay under the Lease Sublease has been prepaid, or will in the future be prepaid, prepaid more than one (1) month in advance; (f) Tenant Subtenant has no right or option contained in the Lease Sublease or in any other document to purchase all or any portion of the Leased Subleased Premises; (g) the Lease Sublease has not been modified or amended and constitutes the entire agreement between Landlord Sublandlord and Tenant Subtenant relating to the Leased Subleased Premises; (h) Tenant Subtenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the LeaseSublease; and (i) Tenant Subtenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies shall, from time to time, upon written request of Landlord, execute, acknowledge and represents deliver to Trustee that as of Landlord or its designee a written statement specifying the following, subject to any modifications necessary to make such statements true and complete: (i) the date the lease term commenced and the date it expires; (ii) the amount of this Agreement: minimum monthly rent and the date to which such rent has been paid; (aiii) that the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease effect and has not received been assigned, modified, supplemented or amended in any uncured notice of any default by Tenant under the Leaseway; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (div) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under that the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes represents the entire agreement between the parties; (v) that all conditions under the Lease to be performed by Landlord have been satisfied; (vi) that there are no existing claims, defenses or offsets which the Tenant has against the enforcement of the Lease by Landlord; (vii) that no rent has been paid more than one month in advance; (viii) that no security has been deposited with Landlord (or, if so, the amount thereof); and Tenant relating (ix) such other factual matters concerning the Lease or the Leased Premises as Landlord may reasonably request. Any such statement delivered pursuant to this Section may be relied upon by a prospective purchaser of Landlord’s interest or assignee of any mortgage or new mortgagee of Landlord’s interest in the Leased Premises; . If Tenant shall fail to respond within ten (h10) days of receipt by Tenant has not assignedof a written request by Landlord as herein provided, mortgaged, sublet, encumbered, conveyed Tenant shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or otherwise transferred any mortgagee. Tenant hereby acknowledges that Landlord holds no security or all other type of its interest under deposit in connection with the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionLeased Premises.

Estoppel. Tenant Xxxxxx hereby certifies and represents to Trustee the -------- Beneficiary that as of the date of this AgreementDeed of Trust: (a) the each Mortgaged Lease is in full force and effect; (b) all requirements for the commencement and validity of the each Mortgaged Lease have been satisfied and there are no unfulfilled conditions to Tenant’s Xxxxxx'x obligations under the such Mortgaged Lease; (c) Tenant Xxxxxx is not in default under the any Mortgaged Lease and has not received any uncured notice of any default by Tenant Xxxxxx under the such Mortgaged Lease; to the best of Tenant’s Xxxxxx'x knowledge, Landlord no Lessor is not in default under the any Mortgaged Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant Xxxxxx or Landlord any Lessor under the any Mortgaged Lease; no claim by Tenant Xxxxxx of any nature exists against Landlord any Lessor under the any Mortgaged Lease; and all obligations of Landlord each Lessor have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the any Mortgaged Lease; (e) none of the rent which Tenant Xxxxxx is required to pay under the any Mortgaged Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant Xxxxxx has no right or option contained in the any Mortgaged Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the no Mortgaged Lease has not been modified or amended and each Mortgaged Lease constitutes the entire agreement between Landlord the applicable Lessor and Tenant Xxxxxx relating to the applicable Leased Premises;; and (h) Tenant Xxxxxx has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority Mortgaged Leases except pursuant to enter into this Agreement, which has been duly authorized by all necessary actionDeed of Trust.

Estoppel. Tenant hereby certifies shall, from time to time, upon not less than ten (10) Business Days’ prior written request by Landlord, execute, acknowledge and represents deliver to Trustee Landlord a written statement (or provide reasonable good faith corrective comments to such statement) certifying, to the extent factually correct, that as of this Lease is unmodified and in full force and effect (or, if there have been modifications, that the date of this Agreement: (a) the Lease same is in full force and effect; (b) all requirements for effect as modified and stating the commencement and validity of modifications), the Lease have dates to which the Rent has been satisfied and there are no unfulfilled conditions paid, that to Tenant’s obligations under the Lease; (c) knowledge Tenant is not in default hereunder and whether Tenant has any offsets or defenses against Landlord under this Lease, and whether or not to Tenant’s knowledge Landlord is in Default hereunder (and if so, specifying the Lease nature of the default) and has not received any uncured notice other information reasonably requested by Landlord regarding this Lease, it being intended that any such statement delivered pursuant to this Article 27 may be relied upon by a prospective purchaser of Landlord’s interest or by a mortgagee of Landlord’s interest or assignee of any default security deed upon Landlord’s interest in the Premises. If Tenant fails to timely deliver an executed estoppel certificate to Landlord (or to provide reasonable good faith corrective comments to such certificate) within such ten (10) Business Day Period, and if such failure continues for three (3) Business Days following notice from Landlord of such failure, the estoppel prepared by Landlord will be deemed true and correct and binding upon Tenant and, at Landlord’s option, such failure will constitute a Default by Tenant under this Lease, without the Lease; to the best necessity of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with additional notice or the lapse passage of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionadditional grace periods.

Estoppel. Tenant Lessee hereby certifies certifies, represents and represents warrants to Trustee that as of the date of this AgreementMortgagee that: (a) That the Lease is a valid lease and in full force and effect. That it is not aware of any existing default in any of the terms and conditions thereof and no event has occurred which, with the passing of time or giving of notice or both, would constitute an event of default; (b) all requirements for That the commencement Lease has not been amended, modified, supplemented, extended, renewed or assigned by Lessee, and validity represents the entire agreement of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Leaseparties; (c) Tenant is not That, except, as provided in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; , Lessee is entitled to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event rent concessions or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performedabatements; (d) there are no defensesThat Lessee shall not pay rental under the Lease in excess of one (1) month's rent in advance (except for any deposit or letter of credit in the nature of security. Lessee agrees that Lessee shall, counterclaims or setoffs against rents or charges due or which may become upon written notice by Mortgagee, pay to Mortgagee, when due, all rental due under and in accordance with the Lease; (e) none of the rent which Tenant is required to pay That all obligations and conditions under the Lease has to be performed to date have been prepaidsatisfied, or will in the future be prepaid, more than one (1) month in advance;free of defenses and set-offs; and (f) Tenant That Lessee has no right not received written notice of any claim, litigation or option contained in proceedings, pending or threatened, against or relating to -Lessee, or with respect to the Lease Demised Premises which would affect its performance under the Lease. Lessee has not received written-notice of any-violations of any federal, state, county or in any other document municipal statutes, laws, codes, ordinances, rules, regulations, orders, decrees or directives relating to purchase all the use or any portion condition of the Leased Premises;Demised Premises or Lessee's operations thereon. (g) On the Lease has not been modified date or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which the proposed lease has been duly authorized executed by all necessary actionLessee and forwarded to Lessor for execution and an executed copy returned to Lessee. Until execution by Lessor and return of an executed copy to Lessee, the Lease will not have become effective. Paragraphs 8(a) through (e) above should be read in light of this paragraph 8(g).

Estoppel. As an inducement to Landlord and Overlandlord to enter into this Amendment the Tenant hereby certifies warrants and represents to Trustee that as of the date of this Agreement: Landlord and Overlandlord that: (ai) the Lease as amended hereby, has not been assigned or any of the Premises sublet; (ii) the Lease as amended hereby, is in full force and effect; effect and has not been modified, supplemented, or amended; (biii) all requirements for to the commencement and validity knowledge of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant , Landlord is not in default under the Lease and Tenant has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, setoffs, claims or counterclaims or setoffs against rents or charges due or which may become due under Landlord arising out of the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, as amended hereby, or will in the future be prepaid, any way relating thereto; (iv) Tenant has not paid any rentals more than one (1) month in advance; ; (fv) Tenant has no right or option contained accepted and is in full and complete occupancy and possession of all of the Premises demised pursuant to the Lease, as amended hereby, and the improvements and space required to be furnished according to the Lease or have been satisfactorily completed in any other document to purchase all or any portion of the Leased Premises; (g) the Lease respects and Landlord has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or fulfilled all of its interest duties of an inducement nature required to have been fulfilled to date; (vi) to the knowledge of Tenant, no payments, reimbursements, credits or offsets are due from Landlord to Tenant under the Lease; and (i) , as amended hereby, and no work is required to be done by Landlord to any of the premises demised under said Lease. As an inducement to Tenant has full authority to enter into this AgreementAmendment the Landlord and Overlandlord hereby warrant and represent to Tenant that: (i) the Lease as amended hereby, which is in full force and effect and has not been duly authorized by all necessary actionmodified, supplemented, or amended; (ii) to the knowledge of Landlord and Overlandlord, Tenant is not in default under the Lease.

Estoppel. Tenant hereby certifies states, declares, represents and represents to Trustee warrants as -------- follows: (a) That the Lease term shall expire on various dates as reflected in the Lease, that as of the date hereof Tenant is paying rent on a current basis, that except as may be expressly required by the terms of this Agreement: (a) the Lease, no rent has been or shall be paid by Tenant during the term of the Lease for more than one month in advance, that the rent payable under the Lease is in full force the amounts provided thereunder, and effectthat there is no claim or basis for an adjustment thereto; (b) all requirements for That no default on the commencement and validity part of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations Tenant exists under the Lease; (c) Tenant , nor is not in there any default under the Lease and has not received any uncured notice that, with the giving of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse passage of time, time or both, would constitute a default on the part of Tenant under the Lease, in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Tenant, there exist no defenses or offsets to enforcement of the Lease by Tenant Landlord and that there are, as of the date hereof, no defaults or breaches on the part of Landlord under the Lease; Lease known to Tenant and Tenant has made no claim by against Landlord; (c) That the Lease is now in full force and effect and has not been amended, modified or assigned and the Lease is the only agreement between Landlord and Tenant of any nature exists against Landlord under regarding the Lease; and all obligations of Landlord have been fully performedPremises; (d) there are no defensesThat the Premises at the above location have been completed in accordance with the applicable terms (if any) of the Lease, counterclaims or setoffs against rents or charges due or which may become due that Tenant has accepted possession of said Premises, that it now occupies the same and is open for business and that Tenant has not assigned, sublet (except as set forth in Schedules 25.1.7 and 40.12 to the Lease, transferred, encumbered (except for Leasehold Mortgages permitted under the Lease) or otherwise disposed of its interest in the Lease and/or the Premises, or any part thereof; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in of any other document nature whatsoever to purchase all the Premises or any portion thereof or any interest therein except as expressly provided under Sections 14.2.1 and 16.12 of the Leased PremisesLease upon the occurrence of certain casualties to the Premises or in order to cure certain defaults affecting the Premises under the Lease and to the extent that Tenant has had or hereafter acquires any such right or option in addition to those set forth in Sections 14.2.1 and 16.12 of the Lease, such right or option (other than those set forth in said Sections 14.2.1 and 16.12 of the Lease) is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released with respect to, and shall not be asserted against, any Successor Owner; (f) That the Section 16.10.1 Number (as defined in the Lease) applicable to the Lease is, as of the Effective Date, equal to two (2); (g) That, as of the Effective Date, a purchase option in connection with certain defaults under the Lease has not been modified or amended and constitutes is available to Tenant under Section 16.12 of the entire agreement between Landlord and Tenant relating Lease with respect to no more than one (1) of the Leased Premises; Properties (has defined in the Lease) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all during the term of its interest under the Lease; and (ih) That neither the Tenant has full authority Senior Secured Credit Agreement (as defined in the Lease) and the documents evidencing and securing the loan made thereunder nor the Exit Facility Documents (as defined in the Lease) have been materially amended since April 20, 2001, except in the case of each such financing pursuant to enter into this Agreementan amendment dated on or about November 28, 2001, true, correct and complete copies of which has have been duly authorized delivered by all necessary actionTenant to Landlord.

Estoppel. Tenant hereby certifies shall, from time to time, upon not less than ten (10) days prior written request by Landlord, execute, acknowledge and represents deliver to Trustee Landlord a written statement certifying that as of this Lease is unmodified and in full force and effect (or, if there have been modifications, that the date of this Agreement: (a) the Lease same is in full force and effect; (b) all requirements for effect as modified and stating the commencement and validity of modifications), the Lease have dates to which the Rent has been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) paid, that Tenant is not in default under the Lease hereunder and has no offsets or defenses against Landlord under this Lease, whether or not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, knowledge Landlord is not in default under hereunder (and if so, specifying the Lease; no actnature of the default), event and other matters reasonably requested by Landlord concerning the status of the Lease and the Premises, it being intended that any such statement delivered pursuant to this paragraph may be relied upon by a prospective purchaser of Landlord’s interest or condition has occurred which with notice by a mortgagee of Landlord’s interest or assignee of any security deed upon Landlord’s interest in the lapse of Premises. Landlord shall, from time to time, upon not less than ten (10) days prior written request by Tenant, execute, acknowledge and deliver to Tenant a written statement certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which the Rent has been paid, whether or bothnot to the best of Landlord’s knowledge Tenant is in default hereunder (and if so, would constitute a default specifying the nature of the default), and other matters reasonably requested by Tenant or Landlord under concerning the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none status of the rent which Tenant is required to pay under Lease and the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Within ten (10) days after request by Landlord, Tenant hereby certifies -------- shall deliver an estoppel certificate duly executed (and represents acknowledged if required by any lender), in the form attached hereto as Exhibit G, or in such other form as may be acceptable to Trustee that as the lender, which form may include some or all of the date provisions contained in Exhibit G, and modified by Tenant as necessary to make such estoppel certificate factually correct, to any proposed mortgagee, purchaser or Landlord. Tenant's failure to deliver said statement in such time period shall be an Event of this Agreement: Default hereunder and shall be conclusive upon Tenant that (a) the this Lease is in full force and effect; , without modification except as may be represented by Landlord; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will uncured defaults in the future be prepaid, more than one (1) month in advance; (f) Landlord's performance and Tenant has no right of offset, counterclaim or option contained deduction against Rent hereunder; and (c) no more than one month's Base Rent has been paid in advance. If any financier should require that this Lease be amended (other than in the Lease or in any other document to purchase all or any portion description of the Leased Premises; (g) , the Lease has not been modified Term, the Permitted Use, the Rent, other economic terms or amended conditions or as will substantially and constitutes adversely affect the entire agreement between rights of Tenant), Landlord and Tenant relating shall give written notice thereof to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this AgreementTenant, which has been duly authorized notice shall be accompanied by a Lease supplement embodying such amendments providing that Landlord shall reimburse Tenant for all necessary actioncosts or expenses incurred by Tenant in connection with such amendment. Tenant shall, within twenty (20) days after the receipt of Landlord's notice, execute and deliver to Landlord the tendered Lease supplement.

Estoppel. (a) Tenant hereby certifies shall, without charge, at any time and represents from time to Trustee that as time, within five (5) days after request by Landlord, certify by written instrument, duly executed, acknowledged and delivered, to any mortgagee, assignee of the date any mortgage or purchaser, or any proposed mortgagee, assignee of this Agreementany mortgage or purchaser, or any other person, firm, corporation or other entity specified by Landlord: (ai) That this Lease is unmodified and in full force and effect (or, if there has been modification, that the Lease same is in full force and effecteffect as modified and stating the modifications); (bii) all requirements for the commencement and validity of the Lease have been satisfied and Whether or not there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default exists any defaults under the Lease and has not received or any uncured facts or circumstances which, with the giving of notice and/or the passage of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, time or both, would constitute a default by Tenant under Lease (and if so specifying the same) and whether or Landlord under not there are then existing any set-offs or defenses against the Lease; no claim by Tenant enforcement of any nature exists against Landlord under of the Lease; and all obligations agreements, terms, covenants, or conditions hereof upon the part of Landlord have been fully performedTenant to be performed or complied with (and, if so, specifying the same); (diii) there are no defensesThe dates, counterclaims or setoffs against rents or if any, to which the rental and other charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has hereunder have been prepaid, or will in the future be prepaid, more than one (1) month paid in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (iiv) Any other provisions which Landlord or any other party specified in this Section may reasonably request. (b) Tenant has full authority agrees that, except for the first month’s rent hereunder, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, and, in the event of any act or omission by Landlord, Tenant will not exercise any right to enter into terminate this AgreementLease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the holder of any first mortgage who shall have furnished in writing such holder’s last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which has been duly authorized by all necessary actiontime such mortgage holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omission. (c) Anything in this Lease contained to the contrary notwithstanding, under no circumstances shall the holder of any institutional mortgage who shall have succeeded to the interests of the Landlord under this Lease, be subject to or liable for any offsets or deductions from rent, claims or defenses which the Tenant might have against any prior landlord under this Lease.

Estoppel. Tenant hereby certifies and represents to Trustee Lender that as of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s 's obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s 's knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies As a material inducement and consideration to Lessor to execute and deliver this Amendment, Lessee represents and warrants to Trustee that Lessor the truth of the following statements as of the date of this Agreement: Amendment: (ai) a true, complete and correct copy of the Lease is attached hereto as Exhibit “A”; (ii) the Lease as modified by this Amendment constitutes the entire agreement between Lessor and Lessee with respect to the Premises, is presently in full force and effect; , and has not been further modified, changed, altered, assigned, supplemented or amended in any respect; (biii) all requirements for the commencement and validity as of the date of this Amendment, Lessee has not assigned, encumbered or hypothecated all or any portion of its interest in the Lease; (iv) the Lease have been satisfied is the only lease or agreement, written or oral, between Lessor and there Lessee affecting or relating to the Premises; (v) no one except Lessee and its employees occupies the Premises; (vi) Lessee has no offsets, claims, or defenses to the enforcement of the Lease; (vii) no actions, whether voluntary or otherwise, are no unfulfilled conditions to Tenant’s obligations pending against Lessee under the Lease; bankruptcy laws of the United States or any state thereof; (cviii) Tenant is to the best of Lessee’s knowledge, after due inquiry, Lessor and Lessee are not in default under the Lease and has have not received committed any uncured notice breach of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice which, but for the passing of time or for the lapse giving or receipt of timenotice, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations no notice of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease default has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest given under the Lease; and (iix) to the best of Lessee’s knowledge, the use, maintenance and operation of the Premises complies with all applicable federal, state, county or local statutes, laws, rules and regulations of any governmental authorities relating to environmental, health or safety matters (collectively, “Environmental Laws”); the Premises have not been used and Lessee will not use the Premises for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste; Lessee has not received any notices, written or oral, of violation of any Environmental Laws or of any allegation which, if true, would contradict anything contained in this Amendment and there are no writs, injunctions, decrees, orders or judgments outstanding, and no lawsuits, claims, proceedings or investigations pending or threatened against Lessee (with the exception of the unlawful detainer action commenced by Lessor captioned Newark Eureka Industrial Capital LLC v. Socket Mobile, Inc., Alameda County Superior Court Case No. 12658425), relating to the use, maintenance or operation of the Premises, nor is Lessee aware of a basis for any such proceeding; and (x) the Tenant Improvements are complete and were constructed in accordance with all laws, ordinances, permits, and codes applicable thereto, and all obligations of Lessor under the Lease to construct any improvements on, and to make repairs to, the Premises have been fully performed by Lessor and accepted by Lessee, and Lessee has full authority to enter into this Agreement, which has been duly authorized by all necessary actionno claims against Lessor in connection therewith.

Estoppel. Tenant hereby certifies and represents to Trustee that as -------- of the date of this Agreement: (a) the Lease is in full force and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s 's obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s 's knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary action.

Estoppel. Tenant hereby certifies LESSEE agrees that at any time and represents from time to Trustee that as of time at reasonable intervals, within seven (7) days after written request by LESSOR, LESSEE will execute, acknowledge and deliver to LESSOR, LESSOR’S mortgagee, or an assignee designated by LESSOR, a writing ratifying this Lease and certifying, if such be the date of this Agreementcase: (a) that LESSEE has entered into occupancy of the Leased Premises and the date of such entry; (b) that this Lease is in full force and effect; , and has not been assigned, modified, or amended in any way (b) all requirements for or if there has been any assignment, modification or amendment, identifying the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Leasesame); (c) Tenant is not in default under that this Lease represents the Lease entire agreement between LESSOR and has not received any uncured notice of any default by Tenant under the Lease; LESSEE as to the best of Tenant’s knowledgesubject matter hereof (or if there has been any assignment, Landlord is not in default under modification or amendment identifying the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performedsame); (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Leasedate of commencement and expiration of the term; (e) none of the rent which Tenant is required that all conditions under this Lease to pay under the Lease be performed by LESSOR has been prepaidsatisfied and all required contributions by LESSOR or LESSEE on account of LESSEE’S improvements have been received (and, or will in the future be prepaidand if not, more than one (1) month in advancewhat conditions remain unperformed); (f) Tenant has that to the knowledge of the signer of such writing, no right or option contained default exists in the performance or observance of any covenant or condition in this Lease and there are no defense or in any other document to purchase all or any portion offsets of which the Leased Premises;signer may have knowledge; and (g) that Minimum Annual Rent and all other rents have been paid under this Lease. LESSEE hereby irrevocably appoints LESSOR it’s attorney-in-fact to execute such a writing in the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating event LESSEE shall fail to the Leased Premises; do so within fifteen (h15) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all days of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionreceipt of LESSOR’S request.

Estoppel. Tenant hereby certifies and represents to Trustee that Lender that, as of the date of this Agreement: : (ai) the Lease Lease, as described above, is in full force the true, correct and effect; (b) all requirements for the commencement and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the complete Lease and has not received any uncured notice of any default by Tenant under the Lease; to the best of Tenant’s knowledge, Landlord is not in default under the Lease; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; (e) none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant, (ii) to the best of Tenant's knowledge, without inquiry, there are no defaults of Landlord under the Lease and there are no existing circumstances which with the passage of time, or giving of notice, or both, would give rise to a default under the Lease and/or allow Tenant relating to terminate the Lease, (iii) Tenant is satisfied with all of the work done by and required of Landlord to date, such work has been done in accordance with plans and specifications approved by Tenant, and as of the date hereof Tenant is not aware of any defect in the work or has not rejected any of the work done by Landlord on the Leased Premises [only includable if Tenant agrees with, after work is completed], (iv) that no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (v) that the Tenant, as of this date, has no charge, lien or claim of offset under the Lease or otherwise, against rents or other charges due to become due thereunder; and (vi) the Tenant's interest in the Lease has not been assigned nor has any portion of the Leased Premises been sublet. If this Agreement is being delivered prior to completion of all of Landlord's Work (as such term is defined in the Lease) on the Leased Premises; (h) , Tenant agrees that, promptly after request of the Lender therefor, it will provide an estoppel certificate to Lender following completion of such work indicating whether Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all accepted the work and begun payment of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionrent.

Estoppel. Tenant hereby certifies and represents to Trustee that as At any time either party, upon request of the date other party, shall execute, acknowledge and deliver any instrument stating, if the same be true, that this Lease is a true and exact copy of this Agreement: (a) the Lease between the parties hereto, that there are no amendments hereof (or stating what amendments there may be), that the same is then in full force and effect; (b) all requirements for the commencement effect and validity of the Lease have been satisfied and there are no unfulfilled conditions to Tenant’s obligations under the Lease; (c) Tenant is not in default under the Lease and has not received any uncured notice of any default by Tenant under the Lease; that to the best of its knowledge, there are no offsets, defenses, or counterclaims with respect to the payment of rent reserved hereunder or in the performance of the other terms, covenants, and conditions hereof on the part of Landlord or Tenant, as the case may be, to be performed, and that as of such date no default has been declared hereunder by either party, if that be the case. Such instrument will be executed by the other party and delivered to the requesting party within fifteen (15) days after receipt of request therefore, or else the same statements made in the estoppel request shall be deemed to be correct, unless the non-requesting party has sent written notice, within such fifteen (15) day period, stating its objections to any provision of said estoppel certificate, whereupon the parties shall diligently seek to resolve any such objection. POSSESSION AND QUIET ENJOYMENT. Provided that there is no default under this Lease beyond any applicable notice and cure periods, Landlord warrants that Tenant shall at all times during the Lease Term have peaceable and quiet enjoyment and possession of the Leased Premises without hindrance from Landlord or any person whomsoever, subject, nevertheless, to any mortgages, agreements, easements, conditions, restrictions, covenants, and encumbrances to which this Lease is or may be subordinated, provided that the same be in compliance with any applicable requirements hereof. Access and Inspection. Notwithstanding anything to the contrary in this Lease, Landlord and its agents, representatives, and designees may enter the Premises upon reasonable Notice during regular business hours, solely to: (a) ascertain whether Tenant is complying with this Lease; (b) cure Tenant’s knowledge, Landlord is not in default under Defaults; (c) inspect the LeasePremises and any Construction; no act, event or condition has occurred which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; (d) there are no defensesshow the Premises to a prospective Transferee or fee mortgagee. In entering the Premises, counterclaims or setoffs Landlord and its designees shall not unreasonably interfere with operations on the Premises and shall comply with Tenant’s reasonable instructions. Landlord shall indemnify Tenant against rents or charges due or which may become due under any claims arising from Landlord’s entry upon the Lease; Premises (e) none except upon termination of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one (1) month in advance; (f) Tenant has no right or option contained in the this Lease or in any other document to purchase all or any portion an Event of the Leased Premises; (g) the Lease has not been modified or amended and constitutes the entire agreement between Landlord and Tenant relating to the Leased Premises; (h) Tenant has not assigned, mortgaged, sublet, encumbered, conveyed or otherwise transferred any or all of its interest under the Lease; and (i) Tenant has full authority to enter into this Agreement, which has been duly authorized by all necessary actionDefault).