Common use of Estoppel Letters Clause in Contracts

Estoppel Letters. Estoppel letters from each of those tenants identified on EXHIBIT G as "Major Tenants" (the "Major Tenants"), and from each of the other tenants under the Leases which provide an estoppel letter to Seller in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation to obtain the same from tenants other than Major Tenants) (the "Other Tenants"), dated not earlier than forty-five (45) days prior to the initially scheduled Closing Date, and substantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 or in the form which such Other Tenant is required to provide pursuant to the terms of such Other Tenant's Lease. In the event Seller cannot, after reasonable efforts, obtain a tenant estoppel letter from a Major Tenant from whom an estoppel letter is requested, then Seller shall deliver to Buyer a Seller's (landlord) estoppel letter in the form of estoppel letter attached hereto as EXHIBIT H-2 dated within five (5) business days prior to the Closing Date or the Option Closing Date, as applicable, which Seller's estoppel letter shall expire and be of no further force or effect on the date that is ninety (90) days following the Closing Date; provided, however, that if Seller shall obtain an estoppel letter from any such tenant after delivery of such Seller's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c).

Estoppel Letters. Estoppel In sufficient time for Buyer's review prior to Closing, executed estoppel letters from tenants collectively occupying no less than seventy percent (70%) of the area leased under the Leases, including from each tenant which occupies 50,000 square feet or more of those tenants identified on EXHIBIT G as "Major Tenants" space in the Developed Property (such 50,000 square foot or more tenants, the "Major Tenants"), and from each . All of the other tenants under the Leases which provide an such estoppel letter to Seller in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation to obtain the same from tenants other than Major Tenants) (the "Other Tenants"), shall be dated not no earlier than forty-five (45) days prior to the initially scheduled Closing DateJanuary 1, 1998 and shall be substantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 or in the form which such Other Tenant tenant is required to provide pursuant to the terms of such Other tenant's Lease or, if no form is specified in any of the Leases, substantially in the form of Exhibit I-1 attached hereto and incorporated herein by this reference. Notwithstanding the foregoing, if any Major Tenants fail to deliver estoppel letters which contain all of the certifications set forth on Exhibit C attached hereto and made a part hereof (the "Required Certifications"), and Seller elects to deliver a landlord estoppel letter as provided below with respect to such a Major Tenant, then, even if such missing certifications are not required under the terms of such Major Tenants's Lease, the landlord estoppel letter for that Major Tenant shall include all of the certifications set forth on Exhibit C hereto which such Major Tenant failed to include in its tenant estoppel certificate. Buyer shall have the right to reject a tenant estoppel letter if the tenant certifies that there is a material default under the lease or raises a material matter which is inconsistent with its Lease or the applicable information set forth on Exhibit M attached hereto. Notwithstanding anything to the contrary set forth herein, in no event shall a tenant estoppel letter be rejected, or necessitate a landlord estoppel letter, on the basis of (i) the tenant inserting a "best knowledge" limitation therein, or (ii) the tenant complaining about, asserting a default on account of, or in any way raising, matters relating to the Lintel Issue. In the event Seller cannot, after reasonable efforts, not for any reason obtain a tenant estoppel letter which satisfies the foregoing requirements from a Major Tenant tenant from whom an estoppel letter is requestedrequired, then Seller shall Seller, at its option, may deliver to Buyer a Seller's (landlord) landlord estoppel letter from Seller, in the form of estoppel letter Exhibit I-2 attached hereto and incorporated herein by this reference, and, if applicable with respect to a Major Tenant, including such of the Required Certifications as EXHIBIT H-2 dated within five (5) business days prior may be required pursuant to the Closing Date or the Option Closing Date, as applicable, which Seller's foregoing provisions of this Section 6.3(e). The liability of Seller under each landlord estoppel letter shall expire and be of no further force or effect on the date that is ninety one hundred eightieth (90180th) days day following the Closing Date; provided, however, that if Seller shall obtain an estoppel letter letter, which satisfies the foregoing requirements, from any such tenant after delivery of such Sellerlandlord estoppel letter with respect to such tenant, such landlord estoppel letter shall, as of the date of such tenant's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c).

Estoppel Letters. Estoppel letters Seller shall request in writing from each Tenant (and any guarantor of those tenants identified on EXHIBIT G as "Major Tenants" (a Tenant’s obligations under a Tenant Lease, provided that an estoppel certificate not signed by said guarantor shall still satisfy the "Major Tenants"), and from each terms of this Section) at the other tenants under the Leases which provide Project an estoppel letter addressed to Seller in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation to obtain the same from tenants other than Major Tenants) (the "Other Tenants"), dated not earlier than forty-five (45) days prior to the initially scheduled Closing Date, and Purchaser substantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 Exhibit J, or if such Tenant is unwilling to execute such form, then the form attached to such Tenant’s Lease (or if no form exists, then an estoppel letter based on the requirements of such Tenant’s Lease) (an “Estoppel Certificate”); provided, however, notwithstanding the foregoing, Seller shall initially request from each Tenant an estoppel letter in the form attached hereto as Exhibit J. Seller shall use commercially reasonable efforts to obtain and deliver each of the Estoppel Certificates to Purchaser on or before 3 business days prior to Closing. Each Estoppel Certificate shall be dated no earlier than 45 days prior to Closing. Prior to submitting each draft of the Estoppel Certificates to each Tenant, Seller will deliver the same to Purchaser for Purchaser’s reasonable approval as to factual matters contained therein. Seller shall deliver to Purchaser within three (3) business days after receipt copies of any such executed Estoppel Certificates actually obtained by Seller. After executed Estoppel Certificates are received by Purchaser, Purchaser shall promptly provide Seller, within three (3) business days after receipt, written notice of Purchaser’s disapproval of any Estoppel Certificate which such Other (i) contains an adverse and non-de minimus disclosure inconsistent with the applicable Tenant is required to provide pursuant to Lease or (ii) reveals any default past applicable notice and grace period by Seller, as landlord, or Tenant under the terms of such Other Tenant's applicable Tenant Lease. In the event Seller cannot, after reasonable efforts, obtain a tenant estoppel letter from a Major Tenant from whom an estoppel letter is requested, then Seller shall deliver to Buyer a Seller's (landlord) estoppel letter Purchaser disapproves any Estoppel Certificate in accordance with the form of estoppel letter attached hereto as EXHIBIT H-2 dated within five (5) business days prior to the Closing Date or the Option Closing Date, as applicable, which Seller's estoppel letter shall expire and be of no further force or effect on the date that is ninety (90) days following the Closing Date; provided, however, that if Seller shall obtain an estoppel letter from any such tenant after delivery of such Seller's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Noticeforegoing, Seller shall deliver have the right to Buyerattempt to cure such adverse disclosure or default and submit an additional or amended Estoppel Certificate to Purchaser for Purchaser’s approval or disapproval in accordance with the foregoing. Any Estoppels which do not reveal (i) or (ii) in the immediately preceding sentence, within five or which may reveal (5i) or (ii) but with respect to which the Purchaser fails to give notice of objection with the three (3) business days prior day period after receipt thereof, shall be deemed satisfying the requirements hereof and referred to herein as the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c)“Approved Estoppel Certificates”.

Estoppel Letters. Estoppel letters To the extent in Seller's possession, but in any event as a condition precedent to Buyer's obligation to close the Transaction, executed estoppel certificates (collectively, the “Tenant Estoppels”) from tenants (including the Required Tenants) of the Property leasing in the aggregate not less than 100% of the rentable square footage of the Property currently subject to Leases, each of those tenants identified on EXHIBIT G as "Major Tenants" which (the "Major Tenants"), and from each of the other tenants under the Leases which provide an estoppel letter to Seller in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation to obtain the same from tenants other than Major Tenantsi) (the "Other Tenants"), shall be dated not no earlier than forty-five (45) days prior to the initially scheduled Closing Date, and (ii) shall be substantially in the form of the estoppel letter Exhibit J-1 attached hereto as EXHIBIT H-1 or in and incorporated herein by this reference (the form which such Other Tenant is required to provide pursuant to the terms of such Other Tenant's Lease“Estoppel Condition”). In the event Seller cannotnot for any reason obtain the Tenant Estoppels, after reasonable effortsSeller, obtain a tenant estoppel letter from a Major Tenant from whom at its option, may satisfy the Estoppel Condition with respect to any tenant(s) other than the Required Tenants by delivering to Buyer, an estoppel letter is requested, then Seller shall deliver to Buyer a Seller's (landlord) estoppel letter certificate in the form of estoppel letter Exhibit J-2 attached hereto as EXHIBIT H-2 dated within five and incorporated herein by this reference for tenant(s) which (5together with the estoppel certificates actually obtained from tenants) business days prior occupy all of the rentable square feet currently subject to the Closing Date or the Option Closing Date, as applicable, which Leases. Seller's estoppel failure to satisfy the Estoppel Condition shall not be a default by Seller hereunder. In the event of such failure, Buyer's sole remedy shall be to either (i) waive the Estoppel Condition and proceed to Closing without any reduction in the Purchase Price, or (ii) terminate this Agreement, in which event the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. Seller's liability under each Seller's representation letter shall expire and be of no further force or effect on the date that is earlier of (A) ninety (90) days following the Closing Date; provided, however, and (B) the date that if Seller shall obtain Buyer receives an estoppel letter from certificate with respect to any such tenant after delivery tenant. The items to be delivered by Seller in accordance with the terms of such Seller's estoppel letter, Seller's (landlord) estoppel letter this Section 7.3 shall thereafter be without further force or effect. In delivered to the event Buyer gives Title Company no later than 5:00 p.m. Eastern Time on the Election Notice, Seller shall deliver to Buyer, within five (5) business days last Business Day prior to the Option Closing Date, (a) except that the items in the paragraph entitled “Keys and Original Documents” and any tenant estoppel letter that is dated earlier than forty five (45) days prior to certificates shall be delivered by Seller outside of escrow and shall be deemed delivered if the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of same are located at the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination on the Closing Date and Buyer has been notified of (a), (b) and (c)their location at the Property by Seller.

Estoppel Letters. Estoppel letters from each of those tenants ---------------- identified on EXHIBIT G P-1 as "Major Tenants" (the "MAJOR TENANTS") and from a ----------- ------------- ------------- sufficient number of other tenants (the "OTHER TENANTS") to supply, ------------- collectively, together with the Major Tenants, estoppel certificates from tenants occupying in the aggregate not less than ninety percent (90%) of the rentable square feet within the Improvements pursuant to space leases (the "Minimum Estoppel Requirement"), and from each of the other tenants under the Leases which provide an estoppel letter to Seller provided that in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation no event shall Prudential be required to obtain estoppel certificates from any licensees, or concessionaires or other Persons occupying the same from tenants Property pursuant to anything other than Major Tenants) (the "Other Tenants"), a space lease. Such estoppel letters shall be dated not earlier than forty-five (45) days prior to the initially scheduled Closing Date, and substantially shall be sub stantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 P-2 or in the form which such Other Tenant is required to provide pursuant ----------- to the terms of such Other Tenant's Lease. REIT OP shall only have the right to reject an estoppel certificate if the Tenant or, in the case of a landlord estoppel delivered by Prudential pursuant to the terms of this Section 6.3.5 below, ------------- Prudential certifies that there is a material default under its Lease or raises a material matter which is inconsistent with its Lease. Notwithstanding anything to the contrary set forth herein, in no event shall a Tenant estoppel letter be rejected on the basis of (i) the Tenant inserting a "best knowledge" limitation therein, or (ii) the Tenant complaining about, asserting a default on account of, or in any way raising matters related to the condition of the roof or curtain wall of the office building known as "101 Huntington." In the event Seller Prudential cannot, after reasonable efforts, not for any reason obtain a tenant estoppel letter which satisfies the foregoing requirements from a Major Tenant from whom an estoppel letter is requestedrequired, then Seller shall Prudential, at its option, may deliver to Buyer a SellerREIT OP Prudential's (landlord) estoppel letter in the form of the estoppel letter attached hereto as EXHIBIT H-2 dated within five P-3 which Prudential's estoppel letter shall survive the Closing and ----------- shall be subject to Prudential's limitations on liability as set forth in Section 8.3.7, and in the case of an Other Tenant, expire and be of no further ------------- force or effect on the 365th day following the Closing Date; provided, however, ----------------- that if Prudential shall obtain an estoppel certificate from any such Tenant after delivery of such Prudential's estoppel letter, Prudential's (5landlord) business days prior to estoppel letter shall, as of the date of such tenant's estoppel letter, thereafter be without further force or effect. If on the Closing Date Prudential cannot for any reason obtain sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement and does not elect to provide substituted landlord estoppel letter(s) as herein provided, then either party may elect to extend the Closing Date by written notice to the other party delivered on or before the Option Closing DateDate for such time as is necessary to obtain such additional estoppel letter(s) but in no event shall such extension extend the Closing Date beyond June 30, 1998. In the event Prudential has not received sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement on the Closing Date as applicableso extended, then Prudential shall deliver to REIT OP, Prudential's (landlord) estoppel(s) which Sellertogether with tenant estoppel(s) are necessary to satisfy the Minimum Estoppel Requirement; provided, however, that such ----------------- landlord's estoppel letter(s) shall reflect the facts as Prudential understands them to be as of the date of such landlord estoppel letter(s). Any landlord estoppel letter delivered pursuant to the foregoing sentence shall expire and be of no further force or effect on the date that is ninety (90) days 545th day following the Closing Date; provided, however, that shall be subject to Prudential's limitations on liability as set forth in Section ------- 8.3.7 and shall become null and void and without further force or effect if Seller shall obtain ----- Prudential thereafter obtains and delivers to REIT OP an estoppel letter certificate from any such tenant after delivery of reflecting the same facts as contained in such SellerPrudential's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c).

Estoppel Letters. Estoppel The obligation of Company to close the transaction contemplated by this Agreement is subject to Company's receipt of: an estoppel letter addressed to Company dated after the date hereof, which estoppel letters shall be in the form of Schedule 7 attached hereto or other form satisfactory to Company from each of those the tenants identified on EXHIBIT G as "Major Tenants" (the "Major Tenants"), ) listed on Schedule 7-A attached hereto and from each of the other made a part hereof and tenants under the Leases which provide an estoppel letter to Seller in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation to obtain the same from tenants other than including Major Tenants) occupying seventy percent (70%) of the "Other Tenants"), dated not earlier than forty-five (45) days prior to the initially scheduled Closing Date, and substantially aggregate building square footage contained in the form Property. Contributor's failure to obtain such estoppel letters shall not be a default of the estoppel letter attached hereto as EXHIBIT H-1 or in the form which such Other Tenant is required to provide pursuant to the terms of such Other Tenant's LeaseContributor under this Agreement. In the event Seller cannotCompany does not receive estoppel certificates from tenants occupying seventy percent (70%) of the aggregate building square footage contained in the Property (including Major Tenants who shall be considered as part of such seventy percent (70%)) Company may terminate this Agreement, after reasonable effortsin which event this Agreement shall terminate, obtain and thereafter neither party shall have any obligations to the other except as otherwise provided in this Agreement. In the event Company receives estoppel certificates from at least seventy percent of the tenants (which shall include the Major Tenants), Contributors shall either (i) cause Xxxxxxx X. Xxxxx to deliver an estoppel certificate from all tenants in the form attached as Schedule 7 for all such tenants which have not delivered such estoppel certificates or (ii) withdraw any parcel of the Property where there are missing estoppel certificates from this Agreement, whereupon the Contribution Price shall be reduced by the amount allocated to such parcel on Schedule 10, and the parties shall make any other adjustments as agreed upon. At such time, if ever, that any tenant for whom Xxxxxxx X. Xxxxx delivered an estoppel, delivers to Company a tenant estoppel letter from a Major Tenant from whom an estoppel letter is requestedreasonably acceptable to Company, then Seller shall deliver to Buyer a Seller's (landlord) estoppel letter in the form of estoppel letter attached hereto as EXHIBIT H-2 dated within five (5) business days prior to the Closing Date or the Option Closing Date, as applicable, which Sellersuch tenant's estoppel letter shall expire and be of no further force or effect on the date that is ninety (90) days following the Closing Date; provided, however, that if Seller shall obtain an deemed to have replaced Xxxxxxx X. Xxxxx'x estoppel letter from any as to such tenant after delivery of such Seller's and the applicable Xxxxx estoppel letter, Seller's (landlord) estoppel letter certificates shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver returned to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c)Xxxxxxx X. Xxxxx.

Estoppel Letters. Estoppel letters from each of those tenants ---------------- identified on EXHIBIT G P-1 as "Major Tenants" (the "MAJOR TENANTS") and from a ----------- ------------- ------------- sufficient number of other tenants (the "OTHER TENANTS") to supply, ------------- collectively, together with the Major Tenants, estoppel certificates from tenants occupying in the aggregate not less than ninety percent (90%) of the rentable square feet within the Improvements pursuant to space leases (the "Minimum Estoppel Requirement"), and from each of the other tenants under the Leases which provide an estoppel letter to Seller provided that in response to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation no event shall Prudential be required to obtain estoppel certificates from any licensees, or concessionaires or other Persons occupying the same from tenants Property pursuant to anything other than Major Tenants) (the "Other Tenants"), a space lease. Such estoppel letters shall be dated not earlier than forty-five (45) days prior to the initially scheduled Closing Date, and substantially shall be sub- stantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 P-2 or ----------- in the form which such Other Tenant is required to provide pursuant to the terms of such Other Tenant's Lease. REIT OP shall only have the right to reject an estoppel certificate if the Tenant or, in the case of a landlord estoppel delivered by Prudential pursuant to the terms of this Section 6.3.5 below, Prudential ------------- certifies that there is a material default under its Lease or raises a material matter which is inconsistent with its Lease. Notwithstanding anything to the contrary set forth herein, in no event shall a Tenant estoppel letter be rejected on the basis of (i) the Tenant inserting a "best knowledge" limitation therein, or (ii) the Tenant complaining about, asserting a default on account of, or in any way raising matters related to the condition of the roof or curtain wall of the office building known as "101 Huntington." In the event Seller Prudential cannot, after reasonable efforts, not for any reason obtain a tenant estoppel letter which satisfies the foregoing requirements from a Major Tenant from whom an estoppel letter is requestedrequired, then Seller shall Prudential, at its option, may deliver to Buyer a SellerREIT OP Prudential's (landlord) estoppel letter in the form of the estoppel letter attached hereto as EXHIBIT H-2 dated within five P-3 which Prudential's estoppel letter shall survive the Closing and ----------- shall be subject to Prudential's limitations on liability as set forth in Section 8.3.7, and in the case of an Other Tenant, expire and be of no further ------------- force or effect on the 365th day following the Closing Date; provided, however, ----------------- that if Prudential shall obtain an estoppel certificate from any such Tenant after delivery of such Prudential's estoppel letter, Prudential's (5landlord) business days prior to estoppel letter shall, as of the date of such tenant's estoppel letter, thereafter be without further force or effect. If on the Closing Date Prudential cannot for any reason obtain sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement and does not elect to provide substituted landlord estoppel letter(s) as herein provided, then either party may elect to extend the Closing Date by written notice to the other party delivered on or before the Option Closing DateDate for such time as is necessary to obtain such additional estoppel letter(s) but in no event shall such extension extend the Closing Date beyond June 30, 1998. In the event Prudential has not received sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement on the Closing Date as applicableso extended, then Prudential shall deliver to REIT OP, Prudential's (landlord) estoppel(s) which Sellertogether with tenant estoppel(s) are necessary to satisfy the Minimum Estoppel Requirement; provided, however, that such ----------------- landlord's estoppel letter(s) shall reflect the facts as Prudential understands them to be as of the date of such landlord estoppel letter(s). Any landlord estoppel letter delivered pursuant to the foregoing sentence shall expire and be of no further force or effect on the date that is ninety (90) days 545th day following the Closing Date; provided, however, that shall be subject to Prudential's limitations on liability as set forth in Section ------- 8.3.7 and shall become null and void and without further force or effect if Seller shall obtain ----- Prudential thereafter obtains and delivers to REIT OP an estoppel letter certificate from any such tenant after delivery of reflecting the same facts as contained in such SellerPrudential's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c).

Estoppel Letters. Estoppel letters A. Prior to the Closing, Seller shall request an estoppel letter, in the form that each Tenant is required to execute and deliver under its applicable Space Lease or, if none, substantially in the form attached hereto as Exhibit "I", from each Tenant under a Space Lease that is then in effect (each, a "Tenant Estoppel Letter"; collectively, "Tenant Estoppel Letters"). Seller shall deliver to Purchaser copies of those tenants identified the Tenant Estoppel Letters received by Seller (if any) promptly after Seller's receipt thereof. In the event that Seller, as of the Closing Date, has not received and delivered to Purchaser Tenant Estoppel Letters from all of the Tenants under the Space Leases set forth on EXHIBIT G Exhibit J attached hereto that are in effect on the Closing Date (such Tenants herein referred to as "Major Tenants" (the "Major Tenants"), or if the Tenant Estoppel Certificate obtained from any Major Tenant omits or fails to address a required item, Seller may, at its sole option, deliver to Purchaser, in lieu thereof, a written certificate or certificates of Seller (each, a "Seller's Estoppel Certificate" and collectively, "Seller's Estoppel Certificates") certifying and representing to Purchaser all of the items required to be addressed in such Tenant Estoppel Certificate (or the items required that are omitted or not fully addressed in the Tenant Estoppel Certificate obtained by Seller, as the case may be). In the event that Seller, at the Closing, is unable to deliver to Purchaser Tenant Estoppel Letters from each of the other tenants under the Leases which provide an estoppel letter Major Tenants as required hereunder and elects not to Seller in response deliver Seller's Estoppel Certificates as permitted above, Purchaser may, at its option, terminate this Agreement by giving notice thereof to Seller's written request for the same (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, but without Seller obligation to obtain the same from tenants other than Major Tenants) (the "Other Tenants"), dated not earlier than forty-five (45) days prior to the initially scheduled Closing Date, and substantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 or in the form which such Other Tenant is required to provide pursuant to the terms of such Other Tenant's Lease. In the event Seller cannot, after reasonable efforts, obtain a tenant estoppel letter from a Major Tenant from whom an estoppel letter is requested, then Seller shall deliver to Buyer a Seller's (landlord) estoppel letter in the form of estoppel letter attached hereto as EXHIBIT H-2 dated within five (5) business days prior to the Closing Date or the Option Closing Date, as applicable, which Seller's estoppel letter shall expire and be of no further force or effect on the date that is ninety (90) days following the Closing Date; provided, however, that if Seller shall obtain an estoppel letter from any such tenant after delivery of such Seller's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of such tenant estoppel letter, (c) a Seller estoppel letter for each Major Tenant of the Property for which a tenant estoppel letter was not received, as described above, or (d) a combination of (a), (b) and (c).