Estoppel Certificates. Lessee and Manager will, at any time and from time to time within fifteen (15) days of the request of the other party or a Holder, or a Franchisor (if so permitted under the applicable Franchise Agreement), or a Landlord (if so permitted under the applicable Lease), execute, acknowledge, and deliver to the other party and such Holder, Franchisor or Landlord, as applicable, a certificate certifying:

Estoppel Certificates. Tenant agrees, from time to time, within 10 days after request of Landlord, to execute and deliver to Landlord, or Landlord's designee, any estoppel certificate requested by Landlord, stating that this Lease is in full force and effect, the date to which rent has been paid, that Landlord is not in default hereunder (or specifying in detail the nature of Landlord's default), the termination date of this Lease and such other matters pertaining to this Lease as may be requested by Landlord. Tenant's obligation to furnish each estoppel certificate in a timely fashion is a material inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver an estoppel certificate. Tenant hereby irrevocably appoints Landlord as its attorney in fact to execute on its behalf and in its name any such estoppel certificate if Tenant fails to execute and deliver the estoppel certificate within 10 days after Landlord's written request thereof.

Borrowers hereby agree, at any time and from time to time upon not less than ten (10) days’ prior written notice by Administrative Agent, to execute, acknowledge and deliver to the party specified in such notice, a statement, in writing, signed and acknowledged, certifying to Administrative Agent, Lender and such specified party # the balance of principal, interest, and other sums then outstanding under the Notes and the other Loan Documents, # whether or not Borrowers claim that Administrative Agent and/or Lender is in default of any of the obligations of Administrative Agent or Lender, as applicable, under this Agreement or the other Loan Documents, and if so, the nature of any such default or defaults, # whether or not Borrowers claim to have any offsets or defenses with respect to the Secured Obligations and, if so, the nature of such offsets or defenses, # that this Agreement and the other Loan Documents are unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications hereto), and # stating whether or not, to the knowledge of Borrowers, any Default or Event of Default has occurred and is then continuing, and, if so, specifying each such Default or Event of Default. Administrative Agent agrees to provide a comparable certificate in connection with any transfer pursuant to Section 8.5.1.

Estoppel Certificates. Landlord and Tenant shall, within fifteen (15) days after request of Bank furnish a commercially reasonable estoppel certificate to those named parties as are reasonably requested by Bank (it being agreed that, without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults to such party’s knowledge and the amount of rent that is due and payable).

Estoppel Certificates. At any time and from time to time within ten (10) days’ prior of delivery of written notice by Landlord or Tenant to the other, Landlord or Tenant, as applicable, shall execute, acknowledge and deliver to the other a statement in writing 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), and the dates to which the Fixed Rent, Supplemental Rent (if any) and Additional Rent have been paid in advance, if any, stating (in the case of Tenant) whether, to the best of Tenant’s knowledge, there are any offsets to Tenant’s obligation to pay Rent thereunder and describing them, if any, stating whether or not to the best knowledge of party providing the certificate that Landlord or Tenant is in default in performance of any term, covenant or condition contained in this Lease, and if so, specifying each such default of which the party may have knowledge, and stating such other information with respect this Lease as may be reasonably requested, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective subtenant or assignee of the Premises or purchaser of the Property and the Building or any part thereof or of the interest of Landlord in any part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or prospective lessor thereof, or by any lessee or prospective lessee thereof, or by any prospective assignee of any mortgagee thereof.

ESTOPPEL CERTIFICATES. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit D, attached hereto (or such other form as may be reasonably required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, in connection with a sale or financing of the Building by Landlord, Landlord may require Tenant to provide Landlord with its most recent annual financial statement and annual financial statements of the preceding two (2) years, subject to the terms below. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord shall hold such statements confidential. Notwithstanding the foregoing, in the event that # stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and # Tenant has its own, separate and distinct [[Unknown Identifier]] and [[Unknown Identifier]] filing requirements (as opposed to joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of financial statements shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Estoppel Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten days after Landlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request, including certifying the following: # that this Lease is 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 stating the modifications), # that Tenant has no defenses, offsets or counterclaims against its obligations to pay rent and other charges required under this Lease and to perform its other covenants under this Lease and that there are no uncured defaults of Landlord or Tenant under this Lease (or, if there are any defenses, offsets, counterclaims or defaults, setting them forth in reasonable detail), # the dates to which the Rent and other charges have been paid, and # any other factual information reasonably requested by Landlord. If Tenant does not deliver to Landlord the certificate signed by Tenant within such required time period, Landlord, Landlord's Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts: # this Lease is in full force and effect; # the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; # not more than one monthly installment of Basic Rent and other charges have been paid in advance; # there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges; and # Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of the presumed facts.

ESTOPPEL CERTIFICATES. Subtenant shall, within ten (10) days after request by Sublandlord, execute and deliver to Sublandlord a written declaration in recordable form: # ratifying this Sublease; # expressing the commencement and termination dates thereof; # certifying that this Sublease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writings as shall be stated); # that, to the best of its knowledge, all conditions under this Sublease to be performed by Sublandlord have been satisfied; # that, to the best of its knowledge, there are no defenses or offsets against the enforcement of this Sublease by Sublandlord, or stating those claimed by Subtenant; # the amount of advance rental, if any, (or none if such is the case) paid by Subtenant; # the date to which rental has been paid; and # the amount of security deposited with Sublandlord. Such declaration shall be executed and delivered by Subtenant from time to time as may be requested by Sublandlord. Sublandlord's mortgage lenders and/or purchasers shall be entitled to rely upon same.

Estoppel Certificates. Tenant shall, within ​ days of [[Tesla:Organization]]’s request, execute and deliver to [[Tesla:Organization]] estoppel certificates(s) to: # certify 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 and the date to which ​, if any; # acknowledge that there are not, to Tenant’s knowledge, any uncured defaults on the part of [[Tesla:Organization]] hereunder, or stating the nature of defaults if such exist; and # evidence the status of this Lease. If Tenant fails to timely respond to a request for an estoppel certificate, [[Tesla:Organization]] may deliver an additional request accompanied by a second copy of the same estoppel certificate. If Tenant does not respond within ​ Business Days after such second request, Tenant will be deemed to have agreed to all matters set forth in good faith in the estoppel certificate, except to the extent that [[Tesla:Organization]] has actual knowledge to the contrary.

Estoppel Certificates. Within five (5) business days following written notice from Sublessor or Master Lessor, Sublessee shall execute, acknowledge and deliver to Sublessor or Master Lessor an estoppel certificate in commercially reasonable form meeting the requirements of Article 17 of the Master Lease. Any such statement may be conclusively relied upon by any prospective purchaser, transferee or encumbrancer of the Sublease Premises or of Sublessor’s interest in this Sublease.