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interest shall be turned over to the transferee and any amount then due and payable to Tenant
<br />by Landlord or the then transferor under any provision of this Lease shall be paid to Tenant; and
<br />provided, further, that upon any such transfer, the transferee shall expressly assume, subject to
<br />the limitations of this Section 31 (Limitation of Landlord's Liability), all of the agreements,
<br />covenants and conditions in this Lease to be performed on the part of Landlord, it being intended
<br />hereby that the covenants and obligations contained in this Lease on the part of Landlord shall,
<br />subject as aforesaid, be binding on each Landlord, its successors and assigns, only during its
<br />period of ownership.
<br />32. Estoppel Certificates. Tenant or Landlord, as the case may be, will execute,
<br />acknowledge and deliver to the other and/or to Lender, within Twenty (20) days of request, its
<br />certificate certifying (a) that this Lease is unmodified and in full force and effect (or, if there have
<br />been modifications, that this Lease is in full force and effect, as modified, and stating the
<br />modifications), (b) the dates, if any, to which the Rent, and other monetary obligations have been
<br />paid, (c) whether there are then existing any charges, offsets or defenses against the
<br />enforcement by Landlord of any agreement, covenant or condition hereof on the part of Tenant
<br />to be performed or observed (and, if so, specifying the same), and (d) whether there are then
<br />existing any defaults by Tenant in the performance or observance by Tenant of any agreement,
<br />covenant or condition hereof on the part of Tenant to be performed or observed and whether
<br />any notice has been given to Tenant of any default which has not been cured (and, if so, specifying
<br />the same). Any such certificate may be relied upon by a prospective purchaser, mortgagee or
<br />trustee under a deed of trust of the Leased Area or any part thereof.
<br />33. Holding Over. This Lease shall terminate without further notice upon the
<br />Termination Date, and any holding over by Tenant after the Termination Date shall not constitute
<br />a renewal hereof or give Tenant any rights hereunder or in or to the YMCA Site, except as
<br />otherwise herein provided, it being understood and agreed that this Lease cannot be renewed,
<br />extended or in any manner modified except in writing signed by Landlord and Tenant.
<br />34.Non-Waiver of Governmental Rights. Nothing in this Lease shall be construed to in
<br />any way to obligate Landlord or any other governmental authority to take any discretionary
<br />action relating to the construction, development, or operation of the Project, including, but not
<br />limited to, condemnation, rezoning, variances, subdivision, environmental clearances, or any
<br />other governmental approvals which are or may be required pursuant to the legal requirements.
<br />Nothing in this Lease shall be construed to restrict or impair in any manner whatsoever any legal
<br />requirement or the exercise by Landlord of any governmental powers or rights thereunder.
<br />35. Severability. In case any one or more of the provisions contained in this Lease shall
<br />for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
<br />illegality or unenforceability shall not affect any other provisions of this Lease, but this Lease shall
<br />be construed as if such invalid, illegal, or unenforceable provisions had not been contained
<br />herein.
<br />36. Time. Time is of the essence of each provision of this Lease. Wherever under this
<br />Lease there is a day or time period established for performance and such day is or such time
<br />YMCA Ground Lease -22-
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