RE: PROPOSED MORTGAGE LOAN TO _________________________ (THE "LANDLORD") SECURED
BY _________________________ (THE "REAL PROPERTY") AND ASSIGNMENT OF LEASE TO
LENDER (AS DEFINED BELOW) OF A CERTAIN LEASE TO _________________________ (THE
"TENANT")
DEAR SIR OR MADAM:
WE ARE THE TENANT UNDER THE TERMS OF A CERTAIN LEASE (TOGETHER WITH ANY
AMENDMENTS, OPTIONS, EXTENSION AND RENEWALS LISTED BELOW, THE "LEASE") DEMISING
PREMISES WHICH COMPRISE ALL OR PART OF THE REAL PROPERTY. WE UNDERSTAND THAT
("LENDER") WILL ACT AS THE LENDER IN CONNECTION WITH THE FUNDING OF A COMMERCIAL
MORTGAGE LOAN (THE "LOAN") IN THE NEAR FUTURE. AN ASSIGNMENT OF THE LEASE WILL
BE PART OF LENDER'S SECURITY FOR THE LOAN.
TENANT CERTIFIES THAT:
(A) IT OCCUPIES THE PREMISES DEMISED BY THE LEASE.
(B) THE MATERIAL BUSINESS TERMS OF THE LEASE ARE AS FOLLOWS:
LANDLORD: ____________________________
LEASE DATE: ____________________________
LEASE COMMENCEMENT DATE: ____________________________
SUBLEASES (IF ANY): ____________________________
AMENDMENTS AND MODIFICATIONS (IF ANY): ____________________________
CURRENT MONTHLY BASE RENT: ____________________________
CURRENT EXPENSE REIMBURSEMENT: ____________________________
SQUARE FOOTAGE: ____________________________
EXPIRATION DATE: ____________________________
RENEWALS OR OPTIONS (IF ANY): ____________________________
SECURITY OR OTHER DEPOSIT: ____________________________
UNCOMPLETED TENANT IMPROVEMENTS (IF ANY): ____________________________
UNPAID TENANT ALLOWANCES (IF ANY): ____________________________
OTHER FINANCIAL OBLIGATION OF LANDLORD (IF ANY): ____________________________
(C) THE LEASE IS IN FULL FORCE AND EFFECT, AND COMPRISES THE TENANT'S ENTIRE
AGREEMENT WITH THE LANDLORD CONCERNING THE LEASED PREMISES.
(D) TENANT HAS ACCEPTED AND CURRENTLY OCCUPIES THE LEASED PREMISES, IS PAYING
FULL RENT UNDER THE LEASE, AND NEITHER (I) PRESENTLY ASSERTS ANY LANDLORD
DEFAULT, CLAIM AGAINST LANDLORD, MATURED RIGHT OF SETOFF, OR RIGHT TO PAY
REDUCED RENT NOR (II) KNOWS OF ANY FACT WHICH, WITH THE GIVING OF NOTICE OR THE
PASSAGE OF TIME, OR BOTH, COULD GIVE RISE TO ANY SUCH DEFAULT, CLAIM OR RIGHT.
(E) TENANT NEITHER (I) PRESENTLY ASSERTS ANY MATURED RIGHT TO TERMINATE OR TO
CANCEL THE LEASE NOR (II) KNOWS OF ANY FACT WHICH, WITH THE GIVING OF NOTICE OR
THE PASSAGE OF TIME, OR BOTH, COULD GIVE RISE TO ANY SUCH RIGHT.
(F) TENANT DOES NOT PRESENTLY INTEND TO VACATE ITS PREMISES ANY TIME PRIOR TO
THE LEASE'S EXPIRATION DATE AND KNOWS OF NO FACT WHICH COULD GIVE RISE TO ANY
SUCH INTENT.
(G) TENANT IS NOT THE DEBTOR IN ANY BANKRUPTCY OR STATE INSOLVENCY CASE AND IS
NOT THE SUBJECT OF ANY RECEIVERSHIP, WINDING UP, LIQUIDATION OR SIMILAR
PROCEEDING.
VERY TRULY YOURS,
TENANT:___________________________________________
BY:___________________________________________
PRINT
NAME:_____________________________________
TITLE:__________________________________________
DATE:____________________________________, 2006
EXHIBIT D
IDB LEASE
EXHIBIT E
FORM OF COMMENCEMENT AGREEMENT
This COMMENCEMENT AGREEMENT (the "Agreement"), made and entered into as
of this _______ day of ________________, , by and between HIGHWOODS/TENNESSEE
HOLDINGS, L.P., a Tennessee limited partnership ("Landlord") and HEALTHWAYS,
INC., a Delaware corporation ("Tenant");
W I T N E S S E T H :
WHEREAS, Tenant and Landlord entered into that certain Lease Agreement
dated ___________________ (the "Lease"), for the Premises as defined therein,
consisting of a Building with approximately 230,000 rentable square feet, in
Franklin, Williamson County, Tennessee; and
WHEREAS, the parties desire to establish the Rentable Square Fee,
Commencement