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a default. Landlord has given Tenant no notice of any uncured default. There are no legal <br />proceedings pending (or threatened) against Tenant by Landlord. <br /> <br />5. No Termination. Landlord has no present right to terminate the Agreements. Landlord has neither <br />given nor received any notice of termination of the Lease or the Easement. <br /> <br />6. Payments. Tenant is current in payment of: (a) all base rent due and payable under the Lease as of <br />the Effective Date; (b) all other rent due under the Lease for which Landlord has billed Tenant <br />pursuant to Sections 2.2 and 2.3 of the Lease; and (c) its pro rata share of maintenance and repair <br />costs for the Easement Improvements (as defined in the Easement). Landlord holds no security <br />deposit, \[prepaid rent,\] or other funds of any kind for the Lease. <br /> <br />7. No Defenses. Landlord has no defense, offset, claim, counterclaim, or right of recoupment against <br />its obligations under the Agreements. <br /> <br />8. Transaction. Landlord has consented to the Transaction to the extent the Agreements require such <br />consent. The Agreements require no payment to Landlord on account of the Transaction. <br /> <br />9. Approvals. Landlord approved the plans and specifications for construction of a building and other <br />improvements for the operation of and use as a Boys and Girls Club (the “Project”), as Sections 7.1 <br />and 7.2 of the Lease contemplate. Construction of the Project and related improvements began, <br />and were completed, in a timely manner in compliance with Section 7.1 of the Lease. <br /> <br />10. No Landlord Default. To Landlord’s knowledge, Landlord is not in default under the Agreements. <br />Landlord has received from Tenant no notice of default under the Agreements that has not been <br />cured. <br /> <br />11. Due Authorization, Execution and Delivery. Landlord is duly authorized to execute, and has duly <br />executed and delivered, this Certificate. No consent by any court, agency, bureau, or other third <br />party, governmental or nongovernmental (except any such consents that have been obtained), is <br />required for Landlord to execute and deliver this Certificate. <br /> <br />12. Inconsistency with the Agreements. To the extent that this Certificate conflicts with the <br />Agreements, this Certificate modifies and supersedes the Agreements. Any such conflict shall be <br />resolved in favor of this Certificate. <br /> <br /> This Certificate is made and delivered as of the Effective Date. This Certificate may be relied upon <br />(but only as of the Effective Date) by Purchaser, \[Lender,\] the successors and assigns of each of them <br />(including any trust, trustee, servicer, and rating agency for any securitization that includes Lender’s <br />loan), any future leasehold mortgagee of Purchaser, and any title insurance company. This Certificate <br />binds Landlord and its legal representatives, successors, and assigns. <br /> <br />THE CITY OF ELK RIVER <br /> <br />By: <br /> John J. Dietz, Mayor <br /> <br /> <br />By: <br /> Tina Allard, City Clerk <br /> <br /> <br />2 <br /> <br />