THE TENANT OF, AND ATTORN TO,
SUCH SUCCESSOR IN INTEREST WITHOUT CHANGING THIS LEASE AGREEMENT.
UPON REQUEST
BY LANDLORD, LANDLORD'S DESIGNEE OR SUCH SUCCESSOR IN INTEREST, TENANT WILL
EXECUTE, ACKNOWLEDGE AND DELIVER A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT ("SNDA") IN A COMMERCIALLY REASONABLE FORM REQUIRED BY THE MORTGAGEE
OR HOLDER, PROVIDED THAT THE FORM OF SNDA TENANT IS REQUIRED TO EXECUTE DOES NOT
AMEND OR MODIFY THE TERMS OF THIS LEASE AGREEMENT AND PROVIDES THAT IN THE EVENT
ANY PARTY SUCCEEDS TO LANDLORD'S INTEREST UNDER THIS LEASE AGREEMENT WHEN NO
EVENT OF DEFAULT EXISTS, SUCH PARTY WILL NOT DISTURB TENANT'S POSSESSION, USE OR
OCCUPANCY OF THE LEASED PROPERTY IN ACCORDANCE WITH THE PROVISIONS OF THIS LEASE
AGREEMENT AND WILL OTHERWISE HONOR THIS LEASE AGREEMENT UNCHANGED.
IF TENANT
FAILS OR REFUSES TO EXECUTE, ACKNOWLEDGE, AND DELIVER ANY SUCH DOCUMENT WITHIN
TWENTY (20) DAYS AFTER WRITTEN DEMAND, AND LANDLORD IS NOT IN BREACH OF THIS
LEASE AGREEMENT, LANDLORD MAY EXECUTE, ACKNOWLEDGE AND DELIVER ANY SUCH DOCUMENT
ON BEHALF OF TENANT AS TENANT'S ATTORNEY-IN-FACT.
TENANT HEREBY CONSTITUTES AND
IRREVOCABLY APPOINTS LANDLORD, ITS SUCCESSORS AND ASSIGNS, AS TENANT'S
ATTORNEY-IN-FACT TO EXECUTE, ACKNOWLEDGE, AND DELIVER ON BEHALF OF TENANT ANY
DOCUMENTS DESCRIBED IN THIS SECTION.
THIS POWER OF ATTORNEY IS COUPLED WITH AN
INTEREST AND IS IRREVOCABLE.
44
15.04
ESTOPPEL CERTIFICATE.
(A)
AT THE REQUEST OF TENANT OR LANDLORD, THE OTHER PARTY SHALL
EXECUTE, ACKNOWLEDGE AND DELIVER AN ESTOPPEL CERTIFICATE ("ESTOPPEL
CERTIFICATE"), IN RECORDABLE FORM, IN FAVOR OF THE REQUESTING PARTY AND, IF
APPLICABLE, SUCH REQUESTING PARTY'S LENDER, MORTGAGEE OR PURCHASER, AS THE CASE
MAY BE, PERTAINING TO MATTERS REASONABLY AND CUSTOMARILY REQUESTED IN SUCH
CERTIFICATES, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
(I)
THAT THIS LEASE AGREEMENT IS UNMODIFIED AND IN FULL FORCE AND
EFFECT, OR IF THERE HAVE BEEN MODIFICATIONS THAT THE SAME IS IN FULL FORCE AND
EFFECT AS MODIFIED AND STATING THE MODIFICATIONS;
(II)
THE DATE TO WHICH RENT AND OTHER CHARGES HAVE BEEN PAID;
(III)
THAT THE REQUESTING PARTY IS NOT IN DEFAULT NOR IS THERE ANY FACT
OR CONDITION WHICH, WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A
DEFAULT, IF THAT BE THE CASE, OR SPECIFYING ANY EXISTING DEFAULT;
(IV)
IF APPLICABLE, THAT THE TENANT HAS ACCEPTED AND OCCUPIES SUCH
LEASED PROPERTY;
(V)
IF APPLICABLE, THAT TENANT HAS NO DEFENSES, SET-OFF'S, DEDUCTIONS,
CREDITS, OR COUNTERCLAIMS AGAINST LANDLORD, IF THAT BE THE CASE, OR SPECIFYING
SUCH THAT EXIST;
(VI)
IF APPLICABLE, THAT THE LANDLORD HAS NO OUTSTANDING CONSTRUCTION
OR REPAIR OBLIGATIONS; AND
(VII)
SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED.
Neither party will be required to execute an Estoppel Certificate that
materially amends or materially modifies the terms of this Lease Agreement.
(B)
ANY PURCHASER, LENDER OR MORTGAGEE MAY RELY ON THE ESTOPPEL
CERTIFICATE.
(C)
IF TENANT FAILS TO DELIVER AN ESTOPPEL CERTIFICATE TO LANDLORD
WITHIN TEN (10) DAYS AFTER THE REQUEST OF THE LANDLORD, THEN TENANT SHALL BE
DEEMED TO HAVE CERTIFIED THAT THE FACTS SET FORTH IN THE CERTIFICATE ARE TRUE
AND CORRECT.