DEFAULT, STATING THE NATURE OF THE ALLEGED DEFAULT).
ANY SUCH
ESTOPPEL CERTIFICATE MAY BE RELIED UPON BY ANY SUCH MORTGAGEE OR PURCHASER.
IF
TENANT FAILS TO EXECUTE ANY SUCH CERTIFICATE COMPLYING WITH THE ABOVE PROVISIONS
WITHIN THE PERIOD DESCRIBED ABOVE, AND THEREAFTER TENANT DOES NOT DELIVER SUCH
EXECUTED DOCUMENT WITHIN TEN (10) DAYS OF WRITTEN NOTICE FROM LANDLORD OF SUCH
FAILURE, SUCH FAILURE SHALL, AT LANDLORD'S ELECTION, CONSTITUTE AN EVENT OF
DEFAULT HEREUNDER AND SHALL BE CONCLUSIVE UPON TENANT THAT (1) THIS LEASE IS IN
FULL FORCE AND EFFECT AND HAS NOT BEEN MODIFIED EXCEPT AS REPRESENTED BY
LANDLORD; (2) NOT MORE THAN ONE MONTH'S RENT HAS BEEN PAID IN ADVANCE; AND
(3) LANDLORD IS NOT IN DEFAULT UNDER THIS LEASE.
AT ANY TIME AND FROM TIME TO
TIME, IN THE CONTEXT OF A SALE OF TENANT'S BUSINESS OR A FINANCING THEREOF ONLY,
AND UPON NOT LESS THAN FIFTEEN (15) BUSINESS DAYS' PRIOR NOTICE FROM TENANT,
LANDLORD SHALL EXECUTE AND DELIVER TO TENANT A STATEMENT ADDRESSED TO ANY
LENDER, INVESTOR OR ACQUIRER OF TENANT OR PROSPECTIVE LENDER, LENDER OR ACQUIRER
OF TENANT, ON A COMMERCIALLY REASONABLE FORM SPECIFIED BY TENANT, CERTIFYING
(I) THE TITLES AND DATES OF THE DOCUMENTS THEN COMPRISING THE LEASE, (II) THE
CURRENT AMOUNTS OF AND THE DATES TO WHICH THE RENT AND OTHER CHARGES HAVE BEEN
PAID, (III) THE AMOUNT TO THE SECURITY DEPOSIT THEN HELD BY LANDLORD, AND
(III) TO THE BEST OF LANDLORD'S KNOWLEDGE WITHOUT DUTY OF INQUIRY THAT TENANT IS
NOT IN DEFAULT UNDER THIS LEASE (OR IF TENANT IS IN DEFAULT, SPECIFYING THE
NATURE OF SUCH DEFAULT).
23.8
TRANSFERS BY LANDLORD.
IN THE EVENT OF THE TRANSFER AND ASSIGNMENT
BY LANDLORD OF ITS INTEREST IN THIS LEASE AND IN THE BUILDING TO A PARTY
EXPRESSLY ASSUMING LANDLORD'S OBLIGATIONS UNDER THIS LEASE, LANDLORD SHALL
THEREBY BE RELEASED FROM ANY FURTHER OBLIGATIONS HEREUNDER ACCRUING THEREAFTER,
AND TENANT AGREES TO LOOK SOLELY TO SUCH SUCCESSOR IN INTEREST OF THE LANDLORD
FOR PERFORMANCE OF SUCH OBLIGATIONS. ANY SECURITY GIVEN BY TENANT TO SECURE
PERFORMANCE OF TENANT'S OBLIGATIONS HEREUNDER SHALL BE ASSIGNED AND TRANSFERRED
BY LANDLORD TO SUCH SUCCESSOR IN INTEREST AND LANDLORD SHALL THEREBY BE
DISCHARGED OF ANY FURTHER OBLIGATION RELATING THERETO.
23.9
ATTORNEYS' FEES.
IN THE EVENT EITHER PARTY PLACES THE ENFORCEMENT
OF THIS LEASE, OR ANY PART OF IT, OR THE COLLECTION OF ANY RENT DUE, OR TO
BECOME DUE, HEREUNDER, OR RECOVERY OF THE POSSESSION OF THE PREMISES, IN THE
49
HANDS OF AN ATTORNEY, OR FILES SUIT UPON THE SAME, THE PREVAILING PARTY SHALL
RECOVER ITS REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES, INCLUDING THOSE
WHICH MAY BE INCURRED ON APPEAL.
THE TERM "PREVAILING PARTY" SHALL INCLUDE,
WITHOUT LIMITATION, A PARTY WHO SUBSTANTIALLY OBTAINS OR DEFEATS THE RELIEF
SOUGHT, AS THE CASE MAY BE, WHETHER BY COMPROMISE, SETTLEMENT, JUDGMENT OR
OTHERWISE.
THE ATTORNEYS' FEE AWARD SHALL NOT BE COMPUTED IN ACCORDANCE WITH
ANY COURT FEE SCHEDULE, BUT SHALL BE SUCH AS TO FULLY REIMBURSE ALL ATTORNEYS'
FEES REASONABLY INCURRED.
23.10
TERMINATION; MERGER.