No. 41 certifies rent paid through Jan 31, 2027, $19,950 prepaid; the rent roll shows it paid to Oct 31. The lease is silent, so the seller credits it.
From the log to the lender
Nine screens of estoppel certificate review, from the log to the lender memo
Each feature is one step of the tie: coverage, the lease as amended, the roll, the grid, materiality, the letters, the memo.
- 01Certificates and coverage
A certificate log that tests the purchase agreement’s coverage condition
How it works
- Each returned certificate logged with its signing date, form, non-disturbance agreement (SNDA) and a dot per tied field
- Anchors 4 of 4, and 100% of the remaining leased area against 75% required
- 62 of 62 dated inside the 30-day window, the oldest 25 days before closing
- 12 of 12 SNDAs in from tenants of 5,000 sq ft or more
Senior real estate paralegalKnows the coverage condition is met, and which certificate is oldest, without rebuilding the return log in the final week.
- 02Lease as amended
The lease as amended, read instrument by instrument in date order
How it works
- Lease, amendments, side letters and commencement memos stacked oldest first
- Each term shows the value in force, and the document and page that set it
- Values an amendment replaced stay on screen, struck through
- The amendment of Mar 8, 2021 adds one 5-year renewal for No. 14 at $28.50/sq ft
Real estate associateStops tying a certificate to a lease that no longer exists, the miss that comes from a later amendment nobody pulled from the file.
- 03Rent roll discrepancies
The seller’s rent roll read line by line beside the tied value
How it works
- Rent, expiry, options and deposit on each line, beside the lease as amended
- One filter cuts the roll to the 10 lines that are out of line
- Annual base rent of $9,917,940 on the roll against $9,904,980 tied
- Deposits of $1,008,000 on the schedule against $1,078,500 tied, short by $70,500
Real estate associateSees the roll overstated by $12,960 a year and the deposits short before anyone prices the deal on the seller’s figures.
- 04The tie grid
A tie grid of every tenant, where only the breaks stand out
How it works
- 62 tenant columns by five rows: rent, term, options, deposit and defaults
- 310 cells: 291 ties stay gray, 19 breaks are marked, material ones filled red
- Anchors are numbered in bold across the top of the grid
- A breaks-only filter narrows the grid to the 19 tenants with a break
Real estate associateReads where the whole deal stands in one look, and goes straight to the four breaks that may move the price.
- 05Three-way tie, No. 14
One tenant’s three-way tie, with the two conflicting pages side by side
How it works
- Certificate, lease as amended and rent roll in three columns, one row per field
- Each value carries its paragraph or section and its page
- The certificate for No. 14 says no option, and page 4 of the amendment grants one
- The effect in money: $135,300 a year below market for 5 years: $676,500
Real estate associateProves a break to the partner with the clause on screen, so nobody reopens three PDFs to check the associate’s reading.
- 06Breaks and materiality
Materiality proposed by the firm’s rule and decided by acquisition counsel
How it works
- 19 breaks listed with the field, the record out of line and the effect
- Material means $50,000 a year or more, or any option, termination right, default or offset
- The tie agent proposes, and only acquisition counsel confirms
- Marking a break not material against the proposal needs a written reason
Acquisition counselSpends the review on the four breaks that move the price, each with its page, instead of reading 310 ticks.
- 07Correction request, B-07
A correction request that quotes the clause the tenant left out
How it works
- Drafted from the break, with the certificate and the amendment page side by side
- Asks the tenant to re-sign paragraph 5 with the renewal option written out
- Goes to the tenant through seller’s counsel, as the purchase agreement requires
- The corrected certificate is due Nov 13, four days before closing
Real estate associateWrites no letters from scratch in closing week: each request arrives drafted from its break, ready for the partner to approve.
- 08Follow-up list for the seller
One follow-up list for the seller, every credit cited to its page
How it works
- 13 items: ten rent roll corrections and three credits or confirmations
- Each line cites the lease or amendment page it rests on
- Credits of $502,450 proposed: $412,000 unpaid allowance, $70,500 deposit shortfalls, $19,950 prepaid rent
- Goes to seller’s counsel only once counsel approves the list
Acquisition counselPuts each price point to the seller in one approved list, so no credit is argued from memory at the closing table.
- 09Closing memo, signed
A closing memo for the lender with its checks beside the signature
How it works
- Coverage, the 4 material exceptions, the rent roll and the credits, each figure cited
- Checks before signing: totals tie, rent roll recomputed from 62 lines, all 5 requests sent
- Signed by acquisition counsel; sending to lender’s counsel is a separate approval
Acquisition counselTells the lender about an anchor’s early termination right in writing before funding, with the amendment page beside it.