PC DOCS #56470 LEASING FORMS (REV. 6/19/97) Estoppel Certificate --Landlord To Tenant Or Assignee [TENANT'S or ASSIGNEE'S NAME] [ADDRESS] Attention: ^ Re: ^ (the "Building") Gentlemen: The undersigned ("Landlord") is the owner of the Building, a portion of which is subject to a certain lease (which lease and all amendments and other agreements referred to in Paragraph 1 below collectively are referred to herein as the "Lease") dated ^, 19^, made to ^, as tenant (hereinafter referred to as "Tenant"). The undersigned, as landlord under the Lease, understands that you, as assignee ("Assignee"), and Tenant are about to enter into an assignment of Tenant's rights, title and interest under the Lease. We understand that, as a condition to entering into the assignment, you have required this agreement and certification by the undersigned, and you and your successors and assigns may rely upon the following statements for that purpose. OR IF THE CERTIFICATE IS TO BE DELIVERED TO THE TENANT, USE THE FOLLOWING: [The undersigned ("Landlord") is the owner of the Building, a portion of which is subject to a certain lease (which lease and all amendments and other agreements referred to in Paragraph 1 below collectively are referred to herein as the "Lease") dated ^, 19^, made to you, as tenant (hereinafter referred to as "Tenant"). The undersigned is providing this certificate to you at your request pursuant to the terms of the Lease.] The undersigned, as landlord under the Lease, hereby represents, warrants and certifies to you that the following statements are true, correct and complete as of the date hereof: 1. Landlord is the landlord under the Lease which demises ^ square feet in the Building to Tenant (the "Leased Premises"). There have been no amendments, modifications or revisions to the Lease, and there are no agreements of any kind between Landlord and Tenant regarding the Leased Premises, except as provided in the Lease or as follows: (if none, write "none"). 2. The initial term of the Lease commenced on ^, 19^, and will expire on ^, 19^, exclusive of unexercised renewal options and extension options contained in the Lease. 2 3. The Lease has been duly authorized and executed by Landlord and is in full force and effect. IF THE CERTIFICATE IS TO BE DELIVERED TO ASSIGNEE, ADD THE FOLLOWING: [Landlord has delivered to you, as the Assignee, concurrently herewith a true, correct and complete copy of the Lease.] 4. Tenant began paying rent on ^. Tenant is obligated to pay fixed or base rent under the Lease in the annual amount of ^ Dollars ($^), payable in monthly installments of ^ Dollars ($^). No rent under the Lease has been paid more than one month in advance, and no other sums have been deposited with Landlord other than ^ Dollars ($^) deposited as security under the Lease and none of such deposit has been applied by Landlord (or any predecessor of Landlord) to the payment of rent or any other amounts due under the Lease. IF THE CERTIFICATE IS TO BE DELIVERED TO THE TENANT, ADD THE FOLLOWING, IF APPLICABLE: [Percentage Rent for the last lease year ending ^, 19^, in the amount of ^ Dollars ($^) based upon Tenant's receipts of ^ Dollars ($^) has been paid by Tenant to Landlord.] 5. The Lease provides that Tenant pay ^ percent (^%) of any increase in operating expenses and real property taxes in excess of the 19^ base year operating expenses and real property taxes of ^ Dollars ($^). 6. Annual rental and all other sums due the undersigned pursuant to the Lease have been paid in full through the date hereof. 7. Landlord has received no notice from any governmental authority respecting a condemnation or threatened condemnation of all or a portion of the Leased Premises. 8. Neither Landlord nor, to the best of Landlord's knowledge, Tenant is in default under the Lease, and no event has occurred which, with the giving of notice or passage of time, or both, could result in such a default. 9. IF THE CERTIFICATE IS TO BE DELIVERED TO ASSIGNEE, INCLUDE THE FOLLOWING: [Landlord has no notice of any assignment, hypothecation or pledge of Tenant's interest under the Lease.] 10. The current address of the undersigned is as set forth in the Lease. This Certificate is executed as of the ^ day of ^, 19^. (Name of Landlord) By:_____________________________ Title:__________________________