AND BINDING OBLIGATIONS, SUBJECT TO CREDITORS RIGHTS
AND GENERAL EQUITY PRINCIPLES, (VIII) WHETHER ANY OFFSETS OR DEFENSES EXIST
AGAINST THE OBLIGATIONS SECURED HEREBY AND, IF ANY ARE ALLEGED TO EXIST, A
DETAILED DESCRIPTION THEREOF, (IX) THAT ALL LEASES ARE IN FULL FORCE AND EFFECT
AND HAVE NOT BEEN MODIFIED (OR IF MODIFIED, SETTING FORTH ALL MODIFICATIONS,
(X) WHETHER OR NOT, TO THE KNOWLEDGE OF BORROWER, ANY OF THE LESSEES UNDER THE
LEASES ARE IN DEFAULT UNDER THE LEASES, AND, IF ANY OF THE LESSEES ARE IN
DEFAULT, SETTING FORTH THE SPECIFIC NATURE OF ALL SUCH DEFAULTS, (XI) THE AMOUNT
OF SECURITY DEPOSITS HELD BY BORROWER UNDER EACH LEASE AND THAT SUCH AMOUNTS ARE
CONSISTENT WITH THE AMOUNTS REQUIRED UNDER EACH LEASE, AND (XII) AS TO ANY OTHER
MATTERS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT AND REASONABLY RELATED TO
THE LEASES, THE OBLIGATIONS CREATED AND EVIDENCED HEREBY AND BY THE SECURITY
INSTRUMENT OR THE PROPERTY.
ABSENT AN EVENT OF DEFAULT, BORROWER SHALL NOT BE
REQUIRED TO PROVIDE THE ESTOPPEL STATEMENT REQUIRED BY THIS SECTION 4.13(A) MORE
OFTEN THAN TWICE IN ANY CALENDAR YEAR.
(B)
BORROWER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
DELIVER TO ADMINISTRATIVE AGENT FOR THE BENEFIT OF LENDERS, AS SOON AS
COMMERCIALLY REASONABLE, UPON REQUEST, DULY EXECUTED ESTOPPEL CERTIFICATES FROM
ANY ONE OR MORE TENANTS AS REQUIRED BY ADMINISTRATIVE AGENT ATTESTING TO SUCH
FACTS REGARDING THE LEASE AS ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE,
INCLUDING, BUT NOT LIMITED TO, ATTESTATIONS THAT EACH LEASE COVERED THEREBY IS
IN FULL FORCE AND EFFECT WITH NO DEFAULTS THEREUNDER ON THE PART OF ANY PARTY,
THAT NONE OF THE RENTS HAVE BEEN PAID MORE THAN ONE MONTH IN ADVANCE, EXCEPT AS
SECURITY, AND THAT THE LESSEE CLAIMS NO DEFENSE OR OFFSET AGAINST THE FULL AND
TIMELY PERFORMANCE OF ITS OBLIGATIONS UNDER THE LEASE.
EXCEPT DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER SHALL NOT BE REQUIRED TO REQUEST
TENANT ESTOPPEL STATEMENTS MORE OFTEN TWICE IN ANY 12-MONTH PERIOD.
(C)
BORROWER SHALL USE REASONABLE EFFORTS TO DELIVER TO
ADMINISTRATIVE AGENT FOR THE BENEFIT OF LENDERS, UPON REQUEST, BUT PROVIDED THAT
IF THERE HAS NOT BEEN ANY EVENT OF DEFAULT NOT MORE THAN TWO (2) TIMES PER YEAR,
ESTOPPEL CERTIFICATES FROM EACH PARTY UNDER THE PROPERTY DOCUMENTS IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT.
SECTION 4.14
LEASES AND RENTS.
(A)
ALL LEASES AND ALL RENEWALS OF LEASES AND ALL MODIFICATIONS
OF LEASES EXECUTED AFTER THE DATE HEREOF SHALL (I) PROVIDE FOR TERMS AND RENTAL
RATES COMPARABLE TO THEN-PREVAILING MARKET RATES FOR SIMILAR PROPERTIES, (II)
PROVIDE THAT SUCH LEASE IS SUBORDINATE TO THE SECURITY INSTRUMENT AND THAT THE
LESSEE WILL ATTORN TO LENDER AND ANY PURCHASER AT A FORECLOSURE SALE, (III) BE
WRITTEN SUBSTANTIALLY IN ACCORDANCE WITH THE STANDARD FORM OF LEASE WHICH SHALL
HAVE BEEN APPROVED BY LENDER (SUBJECT TO ANY COMMERCIALLY-REASONABLE CHANGES
MADE IN THE COURSE
56
of negotiations with the applicable Tenant), or conform to the form of national
lease used by such Tenant, (iv) not be to an Affiliate