WHICH IS NOT AN
INDIVIDUAL).
Section 5.12.
ESTOPPEL STATEMENT
(A)
AFTER REQUEST BY LENDER, BORROWER SHALL WITHIN TEN (10) BUSINESS
DAYS FURNISH LENDER WITH A STATEMENT, DULY ACKNOWLEDGED AND CERTIFIED, SETTING
FORTH (I) THE AMOUNT OF THE ORIGINAL PRINCIPAL AMOUNT OF THE NOTE, (II) THE RATE
OF INTEREST ON THE NOTE, (III) THE UNPAID PRINCIPAL AMOUNT OF THE NOTE, (IV) THE
DATE INSTALLMENTS OF INTEREST AND/OR PRINCIPAL WERE LAST PAID, (V) ANY OFFSETS
OR DEFENSES TO THE PAYMENT OF THE DEBT, IF ANY, AND (VI) THAT THE NOTE, THIS
AGREEMENT, THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE VALID, LEGAL
AND BINDING OBLIGATIONS AND HAVE NOT BEEN MODIFIED OR IF MODIFIED, GIVING
PARTICULARS OF SUCH MODIFICATION.
(B)
BORROWER SHALL USE ITS BEST EFFORTS TO DELIVER TO LENDER, PROMPTLY
UPON REQUEST, DULY EXECUTED ESTOPPEL CERTIFICATES FROM (I) THE APPLICABLE LESSOR
UNDER EITHER GROUND LEASE PURSUANT TO THE APPLICABLE TERMS AND CONDITIONS OF THE
APPLICABLE GROUND LEASE ESTOPPEL AND AGREEMENT EXECUTED IN CONNECTION HEREWITH,
AND (II) ANY ONE OR MORE TENANTS AS REQUIRED BY LENDER ATTESTING TO SUCH FACTS
REGARDING THE RELATED LEASE AS LENDER MAY REQUIRE, INCLUDING, BUT NOT LIMITED TO
ATTESTATIONS THAT EACH LEASE COVERED THEREBY IS IN FULL FORCE AND EFFECT WITH NO
DEFAULTS THEREUNDER ON THE PART OF ANY PARTY, THAT NONE OF THE RENTS HAVE BEEN
PAID MORE THAN ONE MONTH IN ADVANCE, EXCEPT AS SECURITY, AND THAT THE TENANT
CLAIMS NO DEFENSE OR OFFSET AGAINST THE FULL AND TIMELY PERFORMANCE OF ITS
OBLIGATIONS UNDER THE LEASE.
Section 5.13.
OPERATING LEASE; LEASING MATTERS
(A)
BORROWER SHALL (OR SHALL CAUSE MORTGAGE BORROWER TO) (I) PROMPTLY
PERFORM AND OBSERVE ALL OF THE COVENANTS REQUIRED TO BE PERFORMED AND OBSERVED
BY IT UNDER THE OPERATING LEASES AND DO ALL THINGS NECESSARY TO PRESERVE AND TO
KEEP UNIMPAIRED ITS MATERIAL RIGHTS THEREUNDER; (II) PROMPTLY NOTIFY LENDER OF
ANY MATERIAL DEFAULT UNDER ANY OPERATING LEASE OF WHICH IT IS AWARE; (III)
PROMPTLY DELIVER TO LENDER A COPY OF ANY NOTICE OF DEFAULT OR OTHER MATERIAL
NOTICE UNDER ANY OPERATING LEASE DELIVERED TO ANY OPERATING LESSEE BY MORTGAGE
BORROWER; (IV) PROMPTLY GIVE NOTICE TO LENDER OF ANY NOTICE OR INFORMATION THAT
MORTGAGE BORROWER RECEIVES WHICH INDICATES THAT AN OPERATING LESSEE IS
TERMINATING ITS OPERATING LEASE OR THAT ANY OPERATING LESSEE IS OTHERWISE
DISCONTINUING ITS OPERATION OF THE APPLICABLE
PROPERTY;
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AND (V) PROMPTLY ENFORCE THE PERFORMANCE AND OBSERVANCE OF ALL OF THE MATERIAL
COVENANTS REQUIRED TO BE PERFORMED AND OBSERVED BY THE OPERATING LESSEE UNDER
THE APPLICABLE OPERATING LEASE.
(B)
IF AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT LENDER REALIZES ON THE COLLATERAL, BORROWER SHALL (A) IN THE
INSTANCE OF AN OPERATING LEASE BETWEEN MORTGAGE BORROWER AND AN AFFILIATED
LESSEE, CAUSE MORTGAGE BORROWER TO COOPERATE AND NOT IN ANY WAY HINDER, DELAY
OR OTHERWISE INTERFERE WITH THE TERMINATION OF THE APPLICABLE OPERATING LEASE IN
ACCORDANCE WITH THE TERMS OF THE APPLICABLE SUBORDINATION AND ATTORNMENT
AGREEMENT OR (B) IN THE INSTANCE OF AN OPERATING