REPRESENTATIONS OR
WARRANTIES THAT SUCH NON-DISTURBANCE AGREEMENT WILL BE ENTERED INTO BY ANY
BENEFICIARY OR MORTGAGEE, HOWEVER, THE SELF-OPERATIVE SUBORDINATION OF THIS
LEASE AND ATTORNMENT BY TENANT IS IN SUCH EVENT CONDITIONED UPON THE MORTGAGEE
OR BENEFICIARY NOT DISTURBING TENANT'S RIGHT UNDER THIS LEASE, PROVIDED THAT
TENANT IS NOT IN DEFAULT HEREOF.
ARTICLE 18
ESTOPPEL CERTIFICATE/FINANCIAL INFORMATION
18.1
ESTOPPEL CERTIFICATE. TENANT AGREES THAT IT WILL
FROM TIME TO TIME, UPON REQUEST BY LANDLORD, EXECUTE AND DELIVER TO LANDLORD
WITHIN TEN (10) DAYS AFTER DEMAND THEREFOR AN ESTOPPEL CERTIFICATE ON LANDLORD'S
REASONABLE FORM 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 SO MODIFIED). NOTWITHSTANDING THE ABOVE, IF DURING SUCH TEN (10) DAY
PERIOD AN AUTHORIZED
24
REPRESENTATIVE OR OFFICER OF TENANT IS NOT AVAILABLE IN COLORADO TO EXECUTE THE
ESTOPPEL CERTIFICATE, THEN TENANT SHALL NOT BE IN DEFAULT IF IT RETURNS THE
EXECUTED CERTIFICATE WITHIN TWENTY (20) DAYS OF DEMAND THEREFOR.
18.2
FINANCIAL INFORMATION.
TENANT SHALL, UPON
LANDLORD'S WRITTEN REQUEST AND UPON TENANT'S RECEIPT FROM LANDLORD OF A COPY OF
A FULLY EXECUTED LETTER OF INTEREST WHICH EVIDENCES EITHER A BONA FIDE PROPOSED
SALE OF OR REFINANCING WITH A FEDERALLY CHARTERED LENDING INSTITUTION, PENSION
FUND, INSURANCE COMPANY OR OTHER SOURCE OF CAPITAL FOR THE BUILDING COMPLEX,
DELIVER TO SUCH LENDER OR PURCHASER A COPY OF TENANT'S MOST RECENT FINANCIAL
STATEMENT, WHICH ANNUAL FINANCIAL STATEMENT SHALL BE PREPARED AND REVIEWED BY AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT NO LESS OFTEN THAN ONCE PER YEAR IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPALS ("GAAP"), PROVIDED,
HOWEVER, LANDLORD SHALL NOT BE REQUIRED TO PROVIDE TENANT WITH WRITTEN EVIDENCE
OF A PROPOSED REFINANCING FOR THE FIRST TWO REFINANCING REQUESTS MADE BY
LANDLORD DURING THE TERM OF THIS LEASE IN CONJUNCTION WITH A PROPOSED
REFINANCING OF THE BUILDING COMPLEX. EXCEPT IN THE MANNER SPECIFICALLY SET FORTH
IN THE PRECEDING SENTENCE, LANDLORD SHALL NOT INCLUDE TENANT'S FINANCIAL
STATEMENTS IN ANY ATTEMPT TO OBTAIN A PURCHASER FOR, OR REFINANCING ON, THE
BUILDING COMPLEX. TENANT AGREES THAT ANY LETTER OF INTEREST SHALL BE
CONFIDENTIAL AS TO THE NAME OF THE LENDER AND/OR PURCHASER AND AS TO THE TERMS,
IF ANY, CONTAINED IN SUCH LETTER OF INTEREST, AND TENANT AGREES TO EXECUTE A
REASONABLE CONFIDENTIALITY AGREEMENT IF REQUESTED BY LANDLORD. TENANT SHALL HAVE
THE RIGHT TO REQUIRE A REASONABLE CONFIDENTIALITY AGREEMENT FROM SUCH LENDER OR
PURCHASER CONCERNING SUCH FINANCIALS, IF TENANT IS NOT A PUBLIC COMPANY.
FURTHERMORE, SUCH LENDER OR PURCHASER MAY, IF IT HAS REASONABLE QUESTIONS ABOUT
MATTERS CONTAINED IN THE FINANCIALS, ADDRESS SUCH QUESTIONS IN WRITING TO THE
PRESIDENT OF TENANT, AND THE PRESIDENT SHALL REASONABLY AND PROMPTLY COOPERATE
WITH SUCH LENDER OR PURCHASER WITH RESPECT TO THE RESPONSES TO THE QUESTIONS.
ARTICLE 19
QUIET ENJOYMENT
19.1
SUBJECT TO THE TERMS AND PROVISIONS OF THIS
LEASE, LANDLORD COVENANTS AND AGREES THAT TENANT SHALL PEACEABLY AND QUIETLY
ENJOY THE PREMISES AND TENANT'S RIGHTS HEREUNDER DURING THE TERM HEREOF, WITHOUT
HINDRANCE