Tenant Estoppel Letters getting more complicated?

[Sam Leon]

In the past when I purchased properties with existing tenants all they do is to sign a simple estoppel letter basically acknowledging the lease terms, the security deposits, advanced rents etc...

My attorney has already gotten the signed standard estoppel letters from the tenants.

Now the lender is saying oh no, not that one we have a special one with more terms.  The tenants are getting a bit restless - with numerous visits from inspection, appraisal, survey, plus however many visits from potential buyers prior to all this.

What surprises me is the estoppel letter actually sounds like the lender is injecting itself into the lease by adding these terms to the letter the tenants are required to sign.

• I will not agree to any modifications of the Lease nor make any prepayments of rent without the prior written consent of LENDER.
• In the event I receive a notice from you stating that all future rents should be paid to you, I will comply with such notice without setoff as to any claims I make then (or in the future) against the Landlord (or any of its successors).
• I recognize that you are relying on this Certificate in making a loan to my Landlord (or its Successor).
• I hereby agree that the Lease be subordinated to any Mortgage from Landlord in favor of LENDER and all additional and or future advances, thereunder, and to any and all extensions, renewals and modifications thereof, and said LENDER shall be and is hereby agreed to be made prior, paramount and superior to any of my right, title, or interest as tenant under the Lease and I hereby agree to subordinate any and all of my rights under the Lease to LENDER.

Is this usual and customary?  I have never seen this language before.

[Jarrod M.]

I've seen this kind of language in commercial tenant estoppels and the commercial tenants with any clout will not sign.  Most of this language is what you would see in a subordination, non-disturbance and attornment agreement.

What do the leases say about the tenant's obligation to sign an estoppel?  If they are only required to sign estoppels that are "customary" or "reasonable" then that can be your leverage point with the Bank.  The Bank should be able to protect its interest in the property, but that doesn't mean they can re-write the leases.  These likely would "trump" the leases.  In fairness though, the leases may already say these types of things, so the tenants may not really be given up much.