Common use of Notification by Tenant Clause in Contracts

Notification by Tenant. From the date of this Certificate and continuing for 60 days after the date hereof, Tenant agrees to promptly notify [Buyer and/or Lender], in writing by registered or certified mail, return receipt requested, at the following addresses, on the occurrence of any event or the discovery of any fact that would make any representation contained in this Certificate inaccurate: If To Buyer: _________________________________________ _________________________________________ _________________________________________ With A Copy To: _________________________________________ _________________________________________ _________________________________________ If To Lender: _________________________________________ _________________________________________ _________________________________________ Tenant makes this Certificate with the knowledge that it will be relied upon by Buyer in agreeing to purchase the Building and by Lender in making a loan secured by the Building. Tenant's obligations under the last sentence of Section 15 of this Estoppel Certificate are contingent upon Landlord's consent to such sentence, which consent shall be evidenced by Landlord's execution hereof in the space provided below. Tenant has executed this Certificate as of the date first written above by the person named below, who is duly authorized to do so. TENANT MEMORY PHARMACEUTICALS CORP., a Delaware corporation By: ___________________________ Name: ___________________________ Its: ___________________________ Landlord hereby consents to the last sentence of Section 15 of this Estoppel Certificate. [LANDLORD] By: ___________________________ Name: ___________________________ Its: ___________________________ EXHIBIT H SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT is made and entered into as of this____day of______________________,_____ ("AGREEMENT"), by and between ARE-100 PHILIPS PARKWAY, LLC, a Delaware limited liability company, together with its nominees, designees and assigns (collectively, "LANDLORD"), MEMORY PHARMACEUTICALS CORP., a Delaware corporation ("TENANT"), and _____________________________("MORTGAGEE").

Notification by Tenant. From the date of this Certificate and continuing for 60 days after the date hereofearlier to occur of (i) _______________________, 1997 and (ii) Buyer's acquisition of title to the Property, Tenant agrees to promptly immediately notify [Buyer and/or Lender]Buyer, in writing by registered or certified mail, return receipt requestedwriting, at the following addressesaddress, on the occurrence of any event or the discovery of any fact that would make any representation contained in this Certificate inaccurate: If To BuyerThe PRICE REIT, Inc. 100 Xxxxx Xxxxxxx Avenue Fourth Floor Los Angeles, CA 90036 Attn.: _____Jxxxxx Xxxxxxxxxx Fax No.: (000) 000-0000 Tenant makes this Certificate with the knowledge that it will be relied upon by Buyer in agreeing to purchase the Property. In the event that Buyer acquires the Property, nothing in this Section 18 shall limit Tenant's obligations under the Lease. Without in any way limiting the effect of the foregoing sentence, Buyer acknowledges that by accepting this Estoppel Certificate Buyer agrees that Tenant has no liability for incidental, consequential or punitive damages as a result of the recipient's reliance hereon. Tenant his executed this Certificate as of the date first written above by the person named below, who is duly authorized to do so. TENANT ____________________________________ ________By:_________________________________ _________________________________________ With A Copy ToName: _________________________________________ _________________________________________ _________________________________________ If To LenderIts: _________________________________________ _________________________________________ _________________________________________ Tenant makes this Certificate with SCHEDULE H-1 RENT ROLL (Vista I)SCHEDULE H-2 RENT ROLL (Vista II)SCHEDULE H-3 RENT ROLL (Vista Shops)SCHEDULE I NON-CREDIT TENANTS SCHEDULE J ANCHOR LESSEES SCHEDULE K For purposes of determining the knowledge that it will price to be relied paid to Seller, upon the acquisition of the Property by Buyer in agreeing to purchase Price/Baybrook, Ltd., the Building and by Lender in making a loan secured by the Building. Tenant's obligations under the last sentence of Section 15 of this Estoppel Certificate are contingent upon Landlord's consent to such sentence, which consent following formula shall be evidenced by Landlord's execution hereof in used for illustrative purposes only and does not necessarily reflect the space provided belowactual numbers associated with this particular transaction. Tenant has executed this Certificate as Gross Income (1): $02,500,000 Management Fee (2): $0 0,75,000 Structural Reserve (3): $00,013,800 Vacancy Factor (4): $00,020,000 Vacancy CAM Charges (5): $00,004,000 Net Operating Income: $02,387,200 Capitalization rate: 10.5% PURCHASE PRICE $22,735,238 (1).Assumes 100% occupancy of the date first written above by Shopping Center upon the person named below, who is duly authorized to do so. TENANT MEMORY PHARMACEUTICALS CORPClosing Date., a Delaware corporation By: ___________________________ Name: ___________________________ Its: ___________________________ Landlord hereby consents to the last sentence of Section 15 of this Estoppel Certificate. [LANDLORD] By: ___________________________ Name: ___________________________ Its: ___________________________ EXHIBIT H SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT is made and entered into as of this____day of______________________,_____ ("AGREEMENT"), by and between ARE-100 PHILIPS PARKWAY, LLC, a Delaware limited liability company, together with its nominees, designees and assigns (collectively, "LANDLORD"), MEMORY PHARMACEUTICALS CORP., a Delaware corporation ("TENANT"), and _____________________________("MORTGAGEE").

Notification by Tenant. From the date of this Certificate and continuing for 60 days after the date hereofuntil ____________, Tenant agrees to promptly immediately notify [Buyer and/or Lender]Buyer, in writing by registered or certified mail, return receipt requested, at the following addresses, on the occurrence of any event or the discovery of any fact that would make any representation contained in this Certificate inaccurate: If To Buyer: Alexandria Real Estate Equities, Inc. 000 X. Xxx Xxxxxx Xxxxxx, Suite 250 Pasadena, California 91101 Attention: Corporate Secretary With A Copy To: Skadden, Arps, Slate, Xxxxxxx & Xxxx 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxxx Tenant makes this Certificate with the knowledge that it will be relied upon by Buyer in agreeing to purchase the Property. Tenant has executed this Certificate as of the date first written above by the person named below, who is duly authorized to do so. TENANT ___________________________________________ By: _______________________________ Name: Its: Exhibit "J-1" NONFOREIGN AFFIDAVIT 1. Section 1445 of the Internal Revenue Code of 1986, as amended (the "IRC"), provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. 2. In order to inform Alexandria Real Estate Equities, Inc., a Maryland corporation, and its nominees, designees and assigns (collectively, the "Transferee"), that withholding of tax is not required upon the disposition by ___________________ (the "Transferor"), of the United States real property more particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the "Property"), the undersigned Transferor certifies and declares by means of this certification, the following: a. The Transferor is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as such terms are defined in the IRC and the Income Tax Regulations). b. Transferor's federal taxpayer identification number is: ______________________________. c. Transferor's address is: _____________________________________________________ _________________________________________ _________________________________________ With A Copy To: _________________________________________ _____________________________________________________ 3. Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained in this certification may be punished by fine, imprisonment or both. Under penalties of perjury, Transferor declares that it has carefully examined this certification and it is true, correct and complete. Executed this __ day of ________, 19__ at . TRANSFEROR ___________________________________________ If To LenderBy: _________________________________________ _________________________________________ _________________________________________ Tenant makes this Certificate with the knowledge that it will be relied upon by Buyer in agreeing to purchase the Building and by Lender in making a loan secured by the Building. Tenant's obligations under the last sentence of Section 15 of this Estoppel Certificate are contingent upon Landlord's consent to such sentence, which consent shall be evidenced by Landlord's execution hereof in the space provided below. Tenant has executed this Certificate as of the date first written above by the person named below, who is duly authorized to do so. TENANT MEMORY PHARMACEUTICALS CORP., a Delaware corporation By: ___________________________ Name: ___________________________ Its: ___________________________ Landlord hereby consents to the last sentence of Section 15 of this Estoppel Certificate63 Exhibit "J-2" FORM 590 Attached. [LANDLORD] By: ___________________________ Name: ___________________________ Its: ___________________________ EXHIBIT H SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT is made and entered into as of this____day of______________________,_____ (Exhibit "AGREEMENTK" LEASE Attached Exhibit "), by and between ARE-100 PHILIPS PARKWAY, LLC, a Delaware limited liability company, together with its nominees, designees and assigns (collectively, K-1"LANDLORD"), MEMORY PHARMACEUTICALS CORP., a Delaware corporation ("TENANT"), and _____________________________("MORTGAGEE").

Notification by Tenant. From the date of this Certificate and continuing for 60 days after until the date hereofearlier to occur of (i) March 31, 1997 and (ii) Buyer's acquisition of title to the Property, Tenant agrees to promptly immediately notify [Buyer and/or Lender]Buyer, in writing by registered or certified mail, return receipt requestedwriting, at the following addressesaddress, on the occurrence of any event or the discovery of any fact that would make any representation contained in this Certificate inaccurate: If To BuyerThe PRICE REIT, Inc. 145 Xxxxx Xxxxxxx Xxxnue Fourth Floor Los Angeles, CA 90036 Attn.: _______Josexx Xxxxxxxxxx Fax No.: (213) 000-0000 52 Tenant makes this Certificate with the knowledge that it will be relied upon by Buyer in agreeing to purchase the Property. In the event that Buyer acquires the Property, nothing in this Section 18 shall limit Tenant's obligations under the Lease. Tenant his executed this Certificate as of the date first written above by the person named below, who is duly authorized to do so. TENANT __________________________________ __________By:_______________________________ _________________________________________ With A Copy To: _________________________________________ _________________________________________ _________________________________________ If To Lender: _________________________________________ _________________________________________ _________________________________________ Tenant makes this Certificate with the knowledge that it will be relied upon by Buyer in agreeing to purchase the Building and by Lender in making a loan secured by the Building. Tenant's obligations under the last sentence of Section 15 of this Estoppel Certificate are contingent upon Landlord's consent to such sentence, which consent shall be evidenced by Landlord's execution hereof in the space provided below. Tenant has executed this Certificate as of the date first written above by the person named below, who is duly authorized to do so. TENANT MEMORY PHARMACEUTICALS CORP., a Delaware corporation By: ___________________________ Name: ___________________________ Its: ___________________________ Landlord hereby consents 53 SCHEDULE H RENT ROLL Attached. SCHEDULE H 54 RICHXXXXXX XXXZA SHOPPING CENTER LEASE SYNOPSIS =================================================================================================================================== TENANT SIZE TERM RENT OPTIONS PERCENTAGE COMMENCEMENT TENANT (IN SQUARE RENT DATE REIMBURSEMENTS FEET) ----------------------------------------------------------------------------------------------------------------------------------- OfficeMax, Inc. 30,676 15 years yrs 1-15 @ $268,415 yrs 16-20 @ $283,753 none 11/1/96 Tenant pays all yrs 21-25 @ $299,091 taxes, insurance, yrs 26-30 @ $314,492 and CAM ----------------------------------------------------------------------------------------------------------------------------------- North Hydraulics, Inc. 23,700 10 years yrs 1-2 @ $130,350 yrs 11-15 @ $177,250 3.5% 9/19/94 Tenant pays all yrs 3-5 @ $154,050 yrs 16-20 @ $189,600 taxes, insurance, yrs 6-7 @ $165,900 and CAM (CAM has yrs 8-10 @ $171,825 a not-to-exceed figure that adjusts annually) ----------------------------------------------------------------------------------------------------------------------------------- Bally's Fitness Center 29,322 15 years yrs 1-5 @ $205,254 yrs 16-20 @ $278,559 none 7/15/94 Tenant pays all yrs 6-10 @ $227,246 yrs 21-25 @ $307,881 taxes, insurance, yrs 11-15 @ $249,237 and CAM ----------------------------------------------------------------------------------------------------------------------------------- Standex International 20,000 10 years yrs 1-5 @ $150,000 yrs 11-13 @ $180,000 none 2/1/97 Tenant pays all Corp. d/b/a Berean yrs 6-10 @ $165,000 taxes, insurance Stores and CAM ----------------------------------------------------------------------------------------------------------------------------------- Color Tile Supermart, 4,731 20 years yrs 1-10 @ $25,200 yrs 21-25 @ .5 CPI 4% 5/23/80 Free-standing Inc. yrs 11-20 @ $30,000 yrs 26-30 @ .5 CPI building; Tenant pays all costs ----------------------------------------------------------------------------------------------------------------------------------- McDonalds Corporation 2,975 20 years yrs 1-5 @ $42,500 yrs 21-25 @ $59,895 none 4/1/94 Ground lease; yrs 6-10 @ $45,000 yrs 26-30 @ $65,884 Tenant pays all yrs 11-15 @ $49,500 yrs 31-35 @ $72,473 costs yrs 16-20 @ $54,450 yrs 36-40 @ $79,720 ----------------------------------------------------------------------------------------------------------------------------------- Granxx'x, Xxc. d/b/a 4,175 20 years yrs 1-20 @ $70,500 yrs 21-25 @ $70,500 5% 1/1/84 Free-standing Grandy's Country + .5 CPI building; Tenant Cookin' yrs 26-30 @ $70,500 pays all costs + .5 CPI =================================================================================================================================== Reference should be made to the last sentence each lease for exact terms of Section 15 renewal options, calculation of this Estoppel Certificate. [LANDLORD] By: ___________________________ Name: ___________________________ Its: ___________________________ EXHIBIT H SUBORDINATIONpercentage rent, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT is made and entered into as of this____day of______________________,_____ ("AGREEMENT"), by and between ARE-100 PHILIPS PARKWAY, LLC, a Delaware limited liability company, together with its nominees, designees and assigns (collectively, "LANDLORD"), MEMORY PHARMACEUTICALS CORP., a Delaware corporation ("TENANT")reimbursement, and _____________________________("MORTGAGEE")other matters.