Notice to Tenant After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.
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 Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.
Notice to Tenants Seller and Purchaser shall each execute, and Purchaser shall deliver to each tenant immediately after the Closing, a notice regarding the sale in substantially the form of Exhibit D attached hereto, or such other form as may be required by applicable state law. This obligation on the part of Purchaser shall survive the Closing.
FORM OF TENANT’S ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Lease (the “Lease”) made and entered into as of ___________, 201_ by and between _______________ as Landlord, and the undersigned as Tenant, for Premises on the ______________ floor(s) of the office building located at [INSERT BUILDING ADDRESS], certifies as follows:
Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:
Landlord’s Election If Tenant shall desire to assign its interest under this Lease or to sublet the Leased Premises, Tenant must first notify Landlord, in writing, of its intent to so assign or sublet, at least 20 days in advance of the date it intends to so assign its interest in this Lease or sublet the Leased Premises but not sooner than one hundred eighty days in advance of such date, specifying in detail the terms of such proposed assignment or subletting, including the name of the proposed assignee or subleasee, the proposed assignee's or subleasee's intended use of the Leased Premises, a current financial statement of such proposed assignee or subleasee and the form of documents to be used in effectuating such assignment or subletting. Landlord shall have a period of 10 days following receipt of such notice within which to do one of the following: (i) consent to such requested assignment or subletting subject to Tenant's compliance with the conditions set forth in Article 7.4 below or (ii) refuse to so consent to such requested assignment or subletting, provided that such consent shall not be unreasonably refused. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (i) the proposed assignee's or subtenant's anticipated use of the Premises in- volves the storage, use or disposal of a Hazardous Material other than Hazardous Materials used by Tenant; (ii) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to clean up Hazardous Materials unlawfully discharged by the proposed assignee or subtenant; or (iii) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the unlawful use, disposal or storage of a Hazardous Material. During said 10 day period, Tenant covenants and agrees to supply to Landlord, upon request, all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or subleasee.
TENANT'S ESTOPPEL CERTIFICATE From time to time, upon written request of Landlord, Tenant shall execute, acknowledge and deliver to Landlord or its designee, a written certificate stating (a) the date this Lease was executed, the Commencement Date of the Term and the date the Term expires; (b) the date Tenant entered into occupancy of the Premises; (c) the amount of Rent and the date to which such Rent has been paid; (d) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (or, if assigned, modified, supplemented or amended, specifying the date and terms of any agreement so affecting this Lease); (e) that this Lease represents the entire agreement between the parties with respect to Tenant’s right to use and occupy the Premises (or specifying such other agreements, if any); (f) that all obligations under this Lease to be performed by Landlord as of the date of such certificate have been satisfied (or specifying those as to which Tenant claims that Landlord has yet to perform); (g) that all required contributions by Landlord to Tenant on account of Tenant’s improvements have been received (or stating exceptions thereto); (h) that on such date there exist no defenses or offsets that Tenant has against the enforcement of this Lease by Landlord (or stating exceptions thereto); (i) that no Rent or other sum payable by Tenant hereunder has been paid more than one (1) month in advance (or stating exceptions thereto); (j) that a currently valid Letter of Credit has been deposited with Landlord, stating the original amount thereof and any increases or decreases thereto; and (k) any other matters evidencing the status of this Lease that may be required either by a lender making a loan to Landlord to be secured by a deed of trust covering the Building or the Project or by a purchaser of the Building or the Project. Any such certificate delivered pursuant to this Paragraph 30 may be relied upon by a prospective purchaser of Landlord’s interest or a mortgagee of Landlord’s interest or assignee of any mortgage upon Landlord’s interest in the Premises. If Tenant shall fail to provide such certificate within ten (10) days of receipt by Tenant of a written request by Landlord as herein provided, such failure shall, at Landlord’s election, constitute a Default under this Lease, and Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any information supplied by Landlord to a prospective purchaser or mortgagee.
Landlord’s Notice Address The Landlord’s Notice Address set forth in Section 1.12 of the Lease is hereby deleted in its entirety and replaced with the following:
Estoppel Certificate Tenant shall from time to time, upon written request by Landlord or any Lender execute, acknowledge and deliver to Landlord or such Lender, within ten (10) business days after receipt of such request, a statement in writing certifying, without limitation: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent and any other charges have been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default) and that, if true, no events or conditions exist which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, (iv) the address to which notices to Tenant shall be sent; (v) the amount of Tenant’s security deposit and (vi) such other factual statements as may be reasonably requested by Landlord; it being understood that any such statement so delivered may be relied upon in connection with any lease, mortgage or transfer. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect and has not been modified except as Landlord may represent; (ii) not more than one (1) month’s Rent has been paid in advance; (iii) there are no defaults by Landlord; (iv) notices to Tenant shall be sent to Tenant’s Address as set forth in Article 1 of this Lease; and (v) that all other statements contained in such estoppel are true and correct. Notwithstanding the presumptions of this Article, Tenant shall not be relieved of its obligation to deliver said statement.
Tenant Estoppel If a Tenant Estoppel is delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants), then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in question.
