Common use of Estoppels Clause in Contracts

Estoppels. (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days following request from LandlordSellers and Buyer hereby acknowledge that Sellers will not obtain, any Mortgagee or any Lessorand Buyer’s obligation to close shall not be conditioned upon receipt of, Tenant estoppel certificates for tenants occupying the Properties that are included in the First Closing. With respect to the Second Closing and the Bay Park Closing, Seller shall endeavor to obtain and deliver to Landlord Buyer no later than two (2) business days prior to the applicable Closing estoppel certificates from all Major Tenants (the “Tenant Estoppel Certificates”). Sellers’ failure to obtain the Tenant Estoppel Certificates described in the preceding sentence by the applicable Closing shall not be a statement default under this Agreement. Buyer’s receipt of Tenant Estoppel Certificates that are executed by Major Tenants and acknowledged by Tenant, in form that do not indicate a material tenant default that arose after the Merger Date or material and substantiated landlord default that arose after the Merger Date shall be deemed satisfactory to LandlordBuyer and shall satisfy this condition to closing. As used herein, the phrase “material tenant default” shall mean a delinquency in the payment of two (2) or more months’ base rent and additional rent, or another default by tenant, the cost of which would be equal to or greater than the amount of two (2) or more months’ base rent and additional rent. Furthermore, as used herein, the phrase “material and substantiated landlord default” shall mean a default as to which there is substantiated evidence of landlord’s default. If a Tenant Estoppel Certificate alleges a material tenant default that arose after the Merger Date, then the applicable Seller may choose to either (i) stating negotiate a lower Purchase Price for the Commencement DateProperty with Buyer on or before the scheduled Closing date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth remove the Property at which the tenant is located from the applicable Closing, and the Purchase Price shall be reduced accordingly. If a Tenant Estoppel Certificate alleges a material and substantiated landlord default based on events that occurred after the Merger Date, then the applicable Seller may choose to either (x) cure the material and substantiated landlord default (and may extend the date of the applicable Closing for up to which Fixed Rent thirty (30) days to effectuate such a cure), or (y) post a cash deposit or letter of credit with Buyer in an amount reasonably approved by Buyer to cover the cost of curing the material and any Additional Rent have been paidsubstantiated landlord default, together with and, regardless of whether the amount of monthly Fixed Rent, Tenant’s Tax Paymentapplicable Seller chooses the action pursuant to the foregoing clause (x) or clause (y), the Retail Operating Expense Payment parties shall proceed to Closing. If Seller does not choose either action contemplated under the foregoing clause (x) or clause (y), then Seller may remove the Property at which the tenant is located from the applicable Closing, and Percentage Rent then payablethe Purchase Price shall be reduced accordingly. With respect to any Major Tenants for which Sellers are unable to obtain a Tenant Estoppel Certificate by the applicable Closing, the applicable Seller can elect to deliver at the applicable Closing an estoppel certificate (iiia “Kite Estoppel”) stating whether or notexecuted by Kite Realty Group, L.P., a Delaware limited partnership (“Kite”), to the best of TenantKite’s knowledge, Landlord is with respect to the applicable Major Tenant Lease in default a form reasonably acceptable to Buyer as evidenced by other Tenant Estoppel Certificates accepted by Buyer under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease Agreement. A Kite Estoppel shall be sent, and (ix) responding a substitute for a Tenant Estoppel Certificate with respect to any other matters reasonably requested by Landlord, such Mortgagee Major Tenants for which Sellers have not obtained a Tenant Estoppel Certificate. If Buyer or such Lessor. Sellers obtain a Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Estoppel Certificate from a Major Tenant after a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent Kite Estoppel has been paid provided to Buyer, the Kite Estoppel shall be deemed retracted and (iii) whether or not, to Buyer may only rely on the best knowledge of Landlord, substituted Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaultsEstoppel Certificate.

Estoppels. Seller shall send a Landlord Consent and Estoppel Certificate to each of the landlords of the Leases (aother than Store #6103 which the parties acknowledge and agree is outside the scope of this Section 2.05 and may be contacted by Buyer immediately after the date hereof) Within ten Business Days following request from Landlordin the form attached hereto as Schedule 2.05 (the "Landlord Consent and Estoppel Certificate") and shall use commercially reasonable efforts to cause each of the landlords of the Leases to complete and execute an estoppel certificate substantially and in all materials respects in the form of the Landlord Consent and Estoppel Certificate and return them to Seller, provided, however, that other than any Mortgagee or sums specifically due and payable under the terms of the applicable Lease which shall be the sole responsibility of Seller, Seller shall not be - 8 - obligated to pay any Lessor, Tenant sums of money to obtain such Landlord Consent and Estoppel Certificates. Seller shall deliver a copy of each signed Landlord Consent and Estoppel Certificate to Buyer's counsel promptly after Seller receives it. The process for preparing and sending the Landlord a statement executed Consent and acknowledged by Tenant, in form satisfactory to Landlord, Estoppel Certificates shall be as follows: (i) stating Within three (3) business days after the Commencement Datedate of this Agreement, Seller shall send the Rent Commencement Date Landlord Consent and Estoppel Certificates to each of the Expiration Date, landlords under the Lease and shall copy Buyer's counsel on all such transmittals. Seller shall provide prompt written notice to Buyer's counsel of all material written communications between Seller and such landlord and shall provide to Buyer's counsel a copy of any Landlord Consent and Estoppel Certificate promptly after Seller's receipt of same. The parties hereto acknowledge and agree that this Lease is then Seller shall not object to the deletion by any landlord of the requested release language for the benefit of Seller in full force paragraph 12 of the form of Landlord's Consent and effect Estoppel Certificate attached hereto as Schedule 2.05 and has Buyer will not been modified (or if modified, setting forth all modifications), object to the deletion by any landlord of paragraph 5 of any such Landlord Consent and Estoppel relating to Buyer's right to install a satellite dish; (ii) setting forth Seller shall have ten (10) business days from the date the Landlord Consent and Estoppel Certificates are sent to which Fixed Rent deal exclusively with such landlords to obtain execution of such Landlord Consent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, Estoppel Certificate; and (iii) stating whether or notAfter the expiration of such ten (10) business day period, Buyer may contact such landlords to discuss such non-substantive matters (for example, signage) that do not require material amendments to the best Leases as may be required or reasonably necessary to affect the transition of Tenant’s knowledgethe Stores to a Rite Aid store following the Effective Time for such Store. The foregoing notwithstanding, Landlord is in default at all times following the time at which Seller has obtained the landlord's consent required under this Agreement for a Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any Buyer may contact such defaults, (iv) stating whether Landlord has failed landlord to complete any work required discuss such matters as Buyer may choose with respect to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this such Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereofwithout restriction. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. Landlord or Tenant (athe "RESPONDING PARTY") Within as applicable, shall at any time and from time to time, within ten Business Days following (10) days after written request from Landlordby the other party (the "REQUESTING PARTY"), any Mortgagee or any Lessorexecute, Tenant shall acknowledge and deliver to Landlord the Requesting Party a statement executed and acknowledged by Tenant, certificate in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord writing stating, as of the date of execution of such statement : (i) that this Lease is then unmodified and in full force and effect, or if there have been any modifications, that this Lease is in full force and effect as modified and has not been modified (or if modified, setting forth all modifications), stating the date and the nature of each modification; (ii) the date to which the Rent has rental and all other sums payable hereunder have been paid and paid; (iii) whether or not, to that the best knowledge of Landlord, Tenant Requesting Party is not in default in the performance of any of its obligations under this Lease, andthat the certifying party has given no notice of default to the Requesting Party and that no event has occurred which, but for the expiration of the applicable time period, would constitute an event of default hereunder, or if the responding party alleges that any such default, notice or event has occurred, specifying the same in reasonable detail; and (iv) such other matters as may reasonably be requested by the Requesting Party or by any institutional lender, mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or prospective purchaser of the Property, or prospective sublessee or assignee of this Lease. Any such certificate provided under this Section may be relied upon by any lender, mortgagee, trustee, beneficiary, assignee or successor in interest to the Requesting Party, by any prospective purchaser, by any purchaser on foreclosure or sale, by any grantee under a deed in lieu of foreclosure of any mortgage or deed of trust on the Property, by any subtenant or assignee, or by any other third party. Failure to execute and return within the required time any estoppel certificate requested hereunder, if Landlord asserts that Tenant is such failure continues for five (5) days after a second written request by the Requesting Party for such estoppel certificate, shall be deemed to be an admission of the truth of the matters set forth in default, setting forth the specific nature form of all such defaultscertificate submitted to the Responding Party for execution.

Estoppels. After written request by Lender, Borrower shall (aor shall cause Mortgage Borrower to) Within ten Business Days following request from Landlordtime to time, any Mortgagee use reasonable efforts to obtain from Mortgage Lender such estoppel certificates with respect to the status of the Mortgage Loan and compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may reasonably be requested by Lender. In the event or any Lessorto the extent that Mortgage Lender is not legally obligated to deliver such estoppel certificates and is unwilling to deliver the same, Tenant or is legally obligated to deliver such estoppel certificates but breaches such obligation, then Borrower shall deliver not be in breach of this provision so long as Borrower furnishes to Landlord a statement Lender estoppels executed by Borrower and acknowledged Mortgage Borrower expressly representing to Lender the information requested by Tenant, in form satisfactory to Landlord, (i) stating Lender regarding the Commencement Date, status of the Rent Commencement Date Mortgage Loan and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together compliance by Mortgage Borrower with the amount terms of monthly Fixed Rentthe Mortgage Loan Documents. Borrower hereby indemnifies Lender from and against all liabilities, Tenant’s Tax Paymentobligations, the Retail Operating Expense Payment losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and Percentage Rent then payableother professional fees, (iii) stating whether or notnot suit is brought and settlement costs) and reasonable disbursements of any kind or nature whatsoever which may be imposed on, actually incurred by, or asserted against Lender based in whole or in part upon any fact, event, condition, or circumstances relating to the best of Tenant’s knowledge, Landlord is Mortgage Loan which was misrepresented in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed material respect by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the BuildingsBorrower in, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost which warrants disclosure and expense, deliver to Tenant a statement was omitted from such estoppel executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force Borrower and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaultsMortgage Borrower.

Estoppels. (a) Within ten Business Days The following request from Landlordis hereby added as Section 12.4.3 of the Original Lease: "Upon Tenant's written request, any Mortgagee or any LessorLandlord shall execute, Tenant shall acknowledge and deliver to Landlord Tenant a written statement executed and acknowledged by Tenantcertifying if true (or if not, in form satisfactory to Landlord, stating why): (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and how they have been changed); (ii) that this Lease is then in full force and effect and has not been modified (cancelled or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, terminated; (iii) stating whether or not, the last date of payment of the Basic Monthly Rent and other charges and the time period covered by such payment; and (iv) that to the best of Tenant’s knowledge, Landlord Landlord's knowledge Tenant is not in default under this Lease, andLease (or, if Tenant asserts that Landlord is claimed to be in default, setting forth stating why). Landlord shall deliver such statement to Tenant within ten (10) business days after Tenant's request. Any such statement by Landlord shall be addressed to Tenant, or at Tenant's request, to its lender, a purchaser of Tenant, an assignee of this Lease or subtenant of Tenant, or if such certification is required by Tenant's auditor or to an underwriter in connection with a public offering of stock or otherwise if required by the specific nature of Securities and Exchange Commission; provided such third-party entity is named in the certification, and such third party may rely conclusively upon such statement as true and correct. If Landlord does not deliver such statement to Tenant within such ten (10) business day period, any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating named third party may conclusively presume and rely upon the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement facts: (i) that the terms and provisions of the Lease have not been changed except as otherwise represented by Tenant; (ii) that this Lease is then in full force and effect and has not been modified (cancelled or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and terminated except as otherwise represented by Tenant; (iii) whether that not more than one month's Basic Monthly Rent or not, to the best knowledge of Landlord, other charges have been paid in advance; and (iv) that Tenant is not in default under the Lease. Landlord shall, within ten (10) business days following Tenant's written request, certify to Tenant and any transferee or lender of Tenant, if true, that to Landlord's knowledge there are no uncured defaults in Tenant's performance under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults."

Estoppels. (a) Within ten Business Days 10 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 satisfactory to Landlord, (ia) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (iib) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s 's Tax Payment, the Retail Operating Expense Payment and Percentage Rent Tenant's Operating Payment then payable, (iiic) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (ivd) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (ve) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vif) stating the amount of the security depositSecurity Deposit, if any, under this Lease, (viig) stating whether there are any subleases or assignments affecting the Premises, (viiih) stating the address of Tenant to which all notices and communications under this the Lease shall be sent, and (ixi) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 36.10 may be relied upon by any purchaser or owner of the Real Property or the BuildingsBuilding, or all or any portion of Landlord’s 's interest in the Real Property or the Buildings Building or under any Superior Lease, or by any Mortgagee Mortgagee, or assignee thereof, thereof or by any Lessor Lessor, or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord▇▇▇▇▇▇▇▇, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord ▇▇▇▇▇▇▇▇ stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days seven 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 satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s 's Tax Payment, the Retail Operating Expense Payment and Percentage Rent Tenant's Operating Payment then payable, (iii) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security depositSecurity Deposit, if any, under this Lease, (vii) stating whether there are any subleases or assignments affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this the Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 36.10(a) may be relied upon by any purchaser or owner of the Real Property or the BuildingsBuilding, or all or any portion of Landlord’s 's interest in the Real Property or the Buildings Building or under any Superior Lease, or by any Mortgagee Mortgagee, or assignee thereof, thereof or by any Lessor Lessor, or assignee thereof. (b) Within 10 From time to time, within seven days following a request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, shall deliver to Tenant a written statement executed and acknowledged by Landlord statingLandlord, as of the date of execution of such statement in form reasonably acceptable to Tenant and Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or or, if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent has and all Additional Rent have been paid paid, together with the amount of monthly Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment then payable, and (iii) stating whether or not, to the best knowledge of Landlord's knowledge, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults. Landlord acknowledges that any statement delivered pursuant to this Section 36.10(b) may be relied upon by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

Estoppels. (a) Within ten eleven (11) Business Days following a written request from Landlord, Landlord or any Mortgagee or any Lessor, Tenant shall deliver to Landlord a written statement executed and acknowledged by Tenant, in form reasonably satisfactory to LandlordLandlord and Tenant, (ia) stating the Effective Date, the Commencement Date, the all Rent Commencement Date Dates and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (iib) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iiic) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any all such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vid) stating the amount of the security depositSecurity Deposit, if any, under this Lease, (viie) stating whether there are any subleases or assignments affecting the Premises, (viiif) stating the address of Tenant to which all notices and communications communication under this the Lease shall be sent, and (ixg) responding to any other matters of a factual nature reasonably requested by Landlord, Landlord or such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 36.10 may be relied upon by any purchaser or owner of the Real Property or the BuildingsPremises, or all or any portion of Landlord’s 's interest in the Real Property or the Buildings or under any Superior LeasePremises, or by any Mortgagee or assignee thereofLessor, or by any Lessor or assignee thereof. (b) Within 10 days eleven (11) Business Days following a written request therefor by from Tenant, Landlord shall, at Landlord’s sole cost and expense, shall deliver to Tenant a written statement executed and acknowledged by Landlord statingLandlord, as of in form reasonably satisfactory to Tenant and Landlord, (a) stating the date of execution of such statement (i) Effective Date, the Commencement Date, all Rent Commencement Dates and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (iib) setting forth the date to which the Fixed Rent has and any Additional Rent have been paid and paid, together with the amount of monthly Fixed Rent then payable, (iiic) stating whether or not, to the best knowledge of Landlord's knowledge, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults, (d) stating the amount of the Security Deposit, if any, under this Lease, (e) stating the address of Landlord to which all notices and communication under the Lease shall be sent, and (f) responding to any other matters of a factual nature reasonably requested by Tenant. Landlord acknowledges that any statement delivered pursuant to this Section 36.10 may be relied upon Tenant, or any assignee thereof.

Estoppels. (a) Within At any time and from time to time, upon not less than ten Business Days following request from (10) days’ prior notice by Landlord, any Mortgagee or any Lessor, Tenant shall execute, acknowledge and deliver to Landlord a statement executed (or, if Tenant is a corporation, an authorized officer of Tenant shall execute, acknowledge and acknowledged by Tenant, in form satisfactory deliver to Landlord, Landlord a statement) certifying the following: (i) stating the Commencement Date, (ii) the Rent Commencement Date and the Expiration Date, and (iii) the Termination Date, (iv) the date(s) of any amendment(s) and/or modification(s) to this Lease, (v) that this Lease was properly executed and is then in full force and effect without amendment or modification, or, alternatively, that this Lease and has not all amendments and/or modifications thereto have been modified (or if modified, setting forth all modifications)properly executed and are in full force and effect, (iivi) setting forth the current Base Rent and the current monthly installments of Base Rent, (vii) the current monthly installment of Additional Rent for Taxes and Landlord’s Operating Expenses, (viii) the date to which Fixed Base Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iiiix) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under (x) that all work to be done to the Premises by Landlord has been completed in accordance with this Lease and have been accepted by Tenant, except as specifically provided in the estoppel certificate, (xi) that no installment of Base Rent or Additional Rent has been paid more than thirty (30) days in advance, (xii) that Tenant is not in arrears in the payment of any Base Rent or Additional Rent, (xiii) that, to the best of Tenant’s knowledge, neither party to this Lease is in default in the keeping, observance or performance of any covenant, agreement, provision or condition contained in this Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would result in a default by either party, except as specifically provided in the estoppel certificate, (xiv) that Tenant has no existing defenses, offsets, liens, claims or credits against the Base Rent or Additional Rent or against enforcement of this Lease by Landlord, (xv) that Tenant has not been granted any options or rights of first refusal to extend the Term, to lease additional space, to terminate this Lease before the Termination Date or to purchase the Premises, except as specifically provided in this Lease, (viixvi) stating whether there are that Tenant has not received any subleases affecting notice of violation of Legal Requirements, Insurance Requirements, (xvii) that Tenant has not assigned this Lease or sublet all or any portion of the Premises, (viiixviii) stating that no Hazardous Materials have been generated, manufactured, refined, transported, treated, stored, handled, disposed, released or spilled on or about the address of Tenant to which all notices and communications under this Lease shall be sent, Premises and (ixxix) responding to any such other reasonable matters reasonably requested by Landlord, such Mortgagee as the person or such Lessorentity requesting the certificate may request. Tenant hereby acknowledges and agrees that any such statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser mortgagee or owner prospective mortgagee of the Real Property or the Buildings, or all Premises or any portion of Landlord’s interest in the Real Property part thereof; any ground lessee or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as prospective ground lessee of the date Premises or any part thereof; any prospective purchaser of execution the Premises or any part thereof; or any prospective purchaser of such statement equity interests (idirect or indirect) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days seven 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 satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent Tenant’s Operating Payment then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security depositLetter of Credit, if any, under this Lease, (vii) stating whether there are any subleases or assignments affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this the Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 36.10(a) may be relied upon by any purchaser or owner of the Real Property or the BuildingsBuilding, or all or any portion of Landlord’s interest in the Real Property or the Buildings Building or under any Superior Lease, or by any Mortgagee Mortgagee, or assignee thereof, thereof or by any Lessor Lessor, or assignee thereof. (b) Within 10 From time to time, within seven days following a request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, shall deliver to Tenant a written statement executed and acknowledged by Landlord statingLandlord, as of the date of execution of such statement in form reasonably acceptable to Tenant and Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or or, if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent has and all Additional Rent have been paid paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment then payable, and (iii) stating whether or not, to the best knowledge of Landlord’s knowledge, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults. Landlord acknowledges that any statement delivered pursuant to this Section 36.10(b) may be relied upon by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

Estoppels. (a) Within ten (10) Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form reasonably satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent Tenant’s Operating Payment then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security depositSecurity Deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 35.10 may be relied upon by any purchaser or owner of the Real Property or the BuildingsBuilding, or all or any portion of Landlord’s interest in the Real Property or the Buildings Building or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days 7 days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s 's Tax Payment, the Retail Operating Expense Payment and Percentage Rent Tenant's Operating Payment then payable, (iii) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security depositSecurity Deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 35.10 may be relied upon by any purchaser or owner of the Real Property or the BuildingsBuilding, or all or any portion of Landlord’s 's interest in the Real Property or the Buildings Building or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days 7 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 satisfactory to Landlord, , (ia) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications)) and, if requested, certifying as to a copy of this Lease, as it may have been amended, (iib) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Rent and Tenant’s 's Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, , (iiic) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, , (ivd) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, , (ve) stating whether there are any sums payable to Tenant by Landlord under this Lease, , (vif) stating the amount of the security depositSecurity Deposit, if any, under this Lease, , (viig) stating whether there are any subleases or assignments affecting the Premises, , (viiih) stating the address of Tenant to which all notices and communications under this the Lease shall be sent, and and (ixi) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 36.10 may be relied upon by (i) any proposed purchaser of all or any portion of Landlord's interest in the Real Property, the Building or any Superior Lease, (ii) any proposed lender of any such purchaser, (iii) any owner of the Real Property or Property, the Buildings, Building or all or any portion of Landlord’s 's interest in the Real Property Property, the Building or the Buildings or under any Superior Lease, (iv) any proposed or by any Mortgagee existing Mortgagee, or assignee thereofthereof or (v) any proposed or existing Lessor, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.

Estoppels. (a) Within ten Business Days 10 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 satisfactory to Landlord, (i) stating the Commencement Construction Period Start Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s 's Tax Payment, the Retail Operating Expense Payment and Percentage Rent Tenant's Operating Payment then payable, (iii) stating whether or not, to the best of Tenant’s 's knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security depositSecurity Deposit, if any, under this Lease, (vii) stating whether there are any subleases or assignments affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this the Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 36.10(a) may be relied upon by any purchaser or owner of the Real Property or the BuildingsBuilding, or all or any portion of Landlord’s 's interest in the Real Property or the Buildings Building or under any Superior Lease, or by any Mortgagee Mortgagee, or assignee thereof, thereof or by any Lessor Lessor, or assignee thereof. (b) Within From time to time, within 10 days following a request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, shall deliver to Tenant a written statement executed and acknowledged by Landlord statingLandlord, as of the date of execution of such statement in form reasonably acceptable to Tenant and Landlord, (i) stating the Construction Period Start Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or or, if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent has and all Additional Rent have been paid paid, together with the amount of monthly Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment then payable, and (iii) stating whether or not, to the best knowledge of Landlord's knowledge, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults. Landlord acknowledges that any statement delivered pursuant to this Section 36.10(b) may be relied upon by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

Estoppels. (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall To execute (and to cause each other Borrower Entity to execute) and deliver to Landlord a statement executed and acknowledged Agent, within ten (10) days after request therefor is made by TenantAgent, in form satisfactory an estoppel certificate to Landlord, Agent for the benefit of Lenders containing the following information: (i) stating Each estoppel certificate from Borrower shall be duly acknowledged and certified by Borrower, and shall set forth: (1) the Commencement Date, original maximum principal amount of the Rent Commencement Date Building Loan; (2) the aggregate amount of all Advances therefore made with respect to the Building Loan and the Expiration Datethen Outstanding Principal amount; (3) the maturity date of the Building Loan; (4) the date through which installments of interest and/or principal (if any) have been paid; (5) that the Loan Documents are in full force and effect with no Default or Event of Default by Borrower under any of the Loan Documents (or, if any such Default or Event of Default by Borrower shall exist, specifying the nature thereof); (6) that there are no offsets or defenses or counterclaims against the payment of the Loans (or if any such offset, defense or counterclaim shall exist, specifying the nature thereof); (7) that the Loan Documents to which Borrower is a party are the valid, legal and binding obligations of Borrower, and have not been modified or amended (or if any such modification has occurred, specifying the nature thereof); (8) that the Guaranteed Maximum Price Contract, each other Material Contract, and Lease to which Borrower is a party is in full force and effect, and has not been modified or amended (except with the approval of Agent, if required under the Loan Documents), and that this there are no defaults or events with which the passage of time or the giving of notice or both would constitute an event of default by Borrower under such Guaranteed Maximum Price Contract, Material Contract, or Lease by Borrower, and to Borrower’s Knowledge, by the third party or parties thereto (or, if any such default or event shall exist, specifying the nature thereof); (9) that the Guaranteed Maximum Price Contract, Material Contracts, and Leases to which Borrower is then a party are valid, legal and binding obligations of Borrower; and (10) and any other matters reasonably requested by Agent. (ii) Each estoppel certificate from any other Borrower Entity shall be duly acknowledged and certified by such Borrower Entity and shall set forth (1) a statement reaffirming all representations and warranties of such Borrower Entity provided herein and in the other Loan Documents (or, to the extent of any changes to any such representations and warranties, specifying such changes); (2) that the Loan Documents to which the applicable Borrower Entity is a party are in full force and effect and that no Default or Event of Default by such Borrower Entity exists under any such Loan Documents (or if any such Default or Event of Default shall exist, specifying the nature thereof); (3) that there are no offsets or defenses or counterclaims against such Borrower Entity’s obligations under the Loan Documents to which it is a party (and if any such offset, defense or counterclaim shall exist, specifying the nature thereof); (4) that the Loan Documents to which such Borrower Entity is a party are the valid, legal and binding obligations of such Borrower Entity, and have not been modified or amended (or if any such modification has occurred, specifying the nature thereof); (5) that each Material Contract and Lease to which such Borrower Entity is a party is in full force and effect, and has not been modified or amended (or except with the approval of Agent, if modified, setting forth all modificationsrequired under the Loan Documents), (ii) setting forth and that there are no defaults or events with which the date passage of time or the giving of notice or both would constitute an event of default under such Material Contract or Lease by such Borrower Entity, and to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenantsuch Borrower Entity’s knowledge, Landlord is in default under this Lease, andby the third party or parties thereto (or, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaultsdefault or event shall exist, specifying the nature thereof); (iv6) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating that the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant Material Contracts and Leases to which all notices such Borrower Entity is a party are valid, legal and communications under this Lease shall be sent, binding obligations of such Borrower Entity; and (ix7) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereofAgent. (b) Within 10 days following To request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement that (i) that this Lease is then the New York City Transit Authority (and to use commercially reasonable efforts (without expenditure of any money, other than to a de minimis extent) to cause the New York City Transit Authority) to execute and deliver to Agent an estoppel certificate substantially in full force and effect and has not been modified (or if modified, setting forth all modifications)the form of the Subway Agreement Estoppel delivered pursuant to Section 4.01(w)(iii)(1) hereof, (ii) ESDC, Ground Lessor and the date City of New York (and to which use commercially reasonably efforts (without expenditure of any money, other than to a de minimis extent) to cause ESDC, Ground Lessor and the Rent has been paid City of New York) to execute and deliver to Agent an estoppel substantially in the form of the Public Project Agreements Estoppel delivered pursuant to Section 4.01(w)(iii)(2) hereof, in each case within ten (10) days after the request therefor is made and (iii) whether or not, Ground Lessor execute and deliver an estoppel with respect to the best knowledge Ground Lease. (c) Upon the request of Landlord, Agent (which shall not be made more than quarterly) to cause the Tenant is under any Major Lease to deliver an estoppel certificate substantially in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.form attached hereto as Exhibit K.