Common use of Tenant Estoppel Clause in Contracts

Tenant Estoppel. If a Tenant Estoppel is delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants), then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in question.

Tenant Estoppel. If It is a Tenant Estoppel is condition precedent to Purchaser's obligations to Close that Seller shall have delivered by Sellers to BuyerPurchaser, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* no later than five (***5) *********** set forth in this Section 7.2(b) on or days before the Closing Date (the "Estoppel Deadline"), a tenant estoppel ("Tenant Estoppel Certificate") substantially in the form attached hereto as EXHIBIT J from the Tenant. The Tenant Estoppel Certificate shall not fail to qualify if Tenant (a) inserts "to tenant's knowledge" or "in all material respects" or other similar knowledge or materiality qualification to any of the statements contained in the Tenant Estoppel Certificate; (b) delivers an estoppel letter that does not contain any more information than that which the tenant is required to give under the Lease; or (c) inserts "approximately" or other similar qualification to the amount of square feet leased by the Tenant. In no event will Seller be in default under this Agreement or have not delivered any liability to Purchaser if Seller is unable to obtain the Tenant Estoppels from Estoppel Certificate. If Seller is unable to obtain the Required Tenants)Tenant Estoppel Certificate prior to the expiration of the Estoppel Deadline, then either Seller or Purchaser may extend the Closing Date for any applicable Portfolio shall be adjourned for a period not up to exceed thirty an additional fifteen (3015) days for Sellers (without Purchaser incurring any Extension Fee) to permit Seller to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be)Certificate. In addition, if Sellers are If Seller is unable to obtain the Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before Estoppel Certificate by the Closing Date (Date, or if the Tenant Estoppel Certificate reflects that Seller is, or with the passage of time will be, in default under the Lease, then Purchaser, as its sole and exclusive remedy, may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of either: (i) December 28terminate this Agreement by written notice to Seller whereupon the Exxxxxx Money shall be returned to Purchaser, 2006and the parties will have no further rights or obligations under this Agreement, except for those rights or obligations that expressly survive termination; or (ii) waive the date on which Buyer has received an executed requirement of the Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect Certificate and proceed to the rentable area Closing without receiving any credit against or reduction of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionPurchase Price.

Tenant Estoppel. If a Tenant By the date which is five (5) business days before the Closing (“Estoppel is Delivery Date”), Seller shall have delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant dated within thirty (30) days prior to the Tenant’s LeaseClosing that is signed by the tenant under the Cargill Lease (“Tenant Estoppel”). The Tenant Estoppel shall: (a) be substantially in the form of attached Exhibit “E” (except if the Cargill Lease limits the provisions to be included in an estoppel certificate, or contains allegations of an then the Tenant Estoppel shall be modified accordingly); and (b) not have been modified in any substantive, adverse manner and shall not disclose any uncured material default by either party under the Cargill Lease or disclose a Seller current unresolved dispute between them or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, disclose a material discrepancy with any of the Due Diligence Materials Items or Seller’s representations and warranties in this Agreement. If Sellers are unable Seller shall use commercially reasonable good faith efforts to obtain a Tenant Estoppels Estoppel from the tenant under the Cargill Lease, but Seller shall not be required to exercise, or threaten to exercise, legal or equitable remedies against the tenant under the Cargill Lease. Buyer shall have the right to disapprove the Tenant Estoppel within three (3) business days of Seller’s delivery to Buyer of the executed Tenant Estoppel, to the extent that Tenant Estoppel is modified in any substantive, adverse manner, or discloses any uncured default by the tenant or the landlord under the Cargill Lease, or discloses a sufficient number current unresolved dispute between that tenant and that landlord, or discloses a material discrepancy with any of Tenants the Due Diligence Items or Seller’s representations and warranties in this Agreement, which was not disclosed in any of the Due Diligence Items or otherwise disclosed in writing by Seller to satisfy Buyer at least two (2) business days before the ********** ******* (***) *********** Due Diligence Deadline. If the Tenant Estoppel is disapproved by Buyer pursuant to the immediately preceding sentence, then the condition set forth in this Section 7.2(b) on or before 4.3.2 is not satisfied. If Seller does not obtain the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants)Estoppel, then the Closing Date for any applicable Portfolio Seller shall not be adjourned for a period not deemed to exceed thirty (30) days for Sellers be in default under this Agreement so long as Seller has exercised commercially reasonable good faith efforts to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a described above and this condition precedent to Buyer’s obligation Closing obligations shall at Buyer’s option be deemed to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionhave failed.

Tenant Estoppel. If a Tenant Estoppel is delivered requested by Sellers Lender, Borrower shall deliver to BuyerLender estoppel certificates from any commercial tenants in each of the Resorts, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants), then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed dated no earlier than thirty (30) days prior to the Closing Date, in a form reasonably acceptable to Lender. Each estoppel certificate shall make certain certifications to Lender including, but not limited to the following: (i) that the lease or contract is in full force and effect and is unmodified or, if modified, a certification as to the modification thereto; (ii) that Borrower has performed its obligations under the lease or contract and there exists no right of setoff or counterclaim against Borrower; (iii) that there has been no prepayment of any rents or other sums not yet due under the lease or contract in excess of the amount of one (1) month's rental; (iv) confirmation of the amounts paid as of November 1, 1999, for Sellers to obtain the sufficient number of Tenant Estoppels expense reimbursement; and (or Estoppel Certificates from the Required Tenants, v) any other certification as the case may be)Lender shall reasonably request. In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth each commercial tenant shall agree with Lender in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of writing: (i) December 28, 2006, as to the assignment or pledge to Lender of Borrower's rights under the applicable contract or lease; (ii) that the date on which Buyer has received contract or lease may not be modified or terminated during the Term of the Loan without the prior written consent of Lender; (iii) that the contract or lease is subordinate to the Loan Documents; (iv) that should an executed Tenant Estoppel signed by Event of Default occur under any of the applicable Tenant Loan Documents, all amounts due and payable shall be subordinate to amounts due and payable to Lender under the Lease Loan Documents; (v) that upon the occurrence of an event of default by Borrower under a contract or lease, Lender shall receive notice of such default and a reasonable opportunity to cure; (vi) that in question that is not inconsistent the event Lender succeeds to all or part of Borrower's interest in the Resorts, tenants should fully and completely attorn to Lender or Lender's nominee and each party shall execute such instrument with Seller’s Estoppel. With respect to the rentable area certification of the Buildings leased to the GSA, each individual Seller shall, such attornment as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA Lender shall reasonably request; (a “GSA Estoppel”vii) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel such party shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunderassert any offset rights of liability with Borrower against Lender; provided, further that Sellers and (viii) any other agreements as Lender shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionreasonably request.

Tenant Estoppel. Seller shall endeavor to secure and deliver to Purchaser, no later than two (2) business days prior to the Closing Date, an estoppel certificate from Tenant in the form of Exhibit 3.7 attached hereto (the “Tenant Estoppel”). If the Tenant Estoppel shows defaults by the lessor or the lessee under the Tenant Lease or under the Development Agreement that are material and cannot or will not be cured by the Closing Date or illustrate any material and adverse matters that are otherwise inconsistent with the form of the Tenant Estoppel sent to Tenant (a “Material Defect”), then such delivery shall not be deemed delivery of the Tenant Estoppel. If the Tenant Estoppel is not delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does Purchaser (or deemed not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(bdelivered) on or before the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants)Date, then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (Seller or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller Purchaser shall have the right to extend the Closing for up to fifteen (15) days upon written notice to the other party delivered on or before 5:00 p.m. Phoenix, Arizona time on the scheduled Closing Date; provided that the Closing Date shall occur two (2) business days following delivery of the Tenant Estoppel. If the Tenant Estoppel is not delivered to Purchaser (or deemed not delivered) at least two (2) business days prior to the Closing Date, as may be extended by the terms of the prior sentence, then Purchaser shall, as its sole and exclusive remedy, elect to execute and deliver either: (a) terminate this Agreement upon written notice thereof delivered to Buyer a certificate substantially in Seller at least one (1) business day prior to the form of Exhibit P attached hereto (each such certificate, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006Closing Date, or (iib) the date on which Buyer has received an executed Tenant Estoppel signed waive such failure by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate and close the transaction contemplated hereunder; providedby this Agreement, with no recourse against Seller based on such failure. If such termination notice is given (or deemed given as set forth below), the Title Company shall immediately return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the obligations that Sellers shall execute and expressly survive the termination of this Agreement. If Purchaser fails to timely deliver any such termination notice, Purchaser will be deemed to Buyer a certificate substantially in the form of Exhibit P attached hereto have elected to terminate this Agreement pursuant to (each such certificate, a “Seller’s GSA Estoppel”a) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionabove.

Tenant Estoppel. If a Tenant Estoppel is delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on On or before the Closing Date earlier to occur of (or have not delivered Tenant Estoppels from the Required Tenants), then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed a) thirty (30) days for Sellers to obtain after the sufficient number expiration of Tenant Estoppels the Contingency Period or (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* b) ten (***10) *********** set forth in this Section 7.2(b) on or days before the Closing Date (as may be extended hereunder)Date, an individual Seller Buyer shall have received an estoppel certificate (the right to elect to execute and deliver to Buyer a certificate “Tenant Estoppel”) substantially in the form of Exhibit P attached hereto as Exhibit C (each such certificate, a the “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA LeaseApproved Form”); provided, however, that to the extent the Nike Lease provides for delivery of a GSA Estoppel shall different form of estoppel certificate or an estoppel certificate that does not be a condition precedent require the Tenant to Buyer’s obligation to consummate provide all of the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially information set forth in the Approved Form or otherwise provides that the Tenant will make different statements in a certification of such nature than are set forth on the Approved Form, then Buyer shall accept any such alternate form that complies with the provisions of Exhibit P attached hereto (each such certificatethe Nike Lease, a “Seller’s GSA Estoppel”) executed by Tenant with respect to all Material GSA Leases at the status of the Nike Lease, rent payments, tenant improvements, lease defaults and other matters relating to such individual Nike Lease, and disclosing no outstanding defaults, disputes or other material matters objectionable to Buyer in its reasonable discretion. Buyer shall have five (5) Business Days after receipt of the Tenant Estoppel within which to reasonably approve same, it being agreed and acknowledged that Buyer may only disapprove of the Tenant Estoppel if the Tenant Estoppel (a) discloses a material default on the part of Seller, as landlord, or Tenant, as tenant, under the Nike Lease, (b) is materially inconsistent with the Nike Lease, (c) ) is materially inconsistent with the Documents, or (d) is materially inconsistent with any of Seller’s Buildingrepresentations or warranties set forth in this Agreement. Buyer’s failure to approve the Tenant Estoppel within such five (5) Business Day period shall be deemed Buyer’s approval thereof. In the event that an individual Seller elects Tenant fails to deliver such a Sellerthe Tenant Estoppel within the stated period herein, Buyer may elect to terminate this Agreement or waive this condition and proceed with the Closing. In the event of Buyer’s GSA Estoppelelection to terminate this Agreement, each statement therein made by such Seller the parties, except for their respective obligations that survive the termination of this Agreement, shall constitute warranties be relieved of any further obligations to one another, the Loan Fee Deposit shall be disbursed in accordance with the provisions of Section 2(b) hereof and representations by such Seller hereunder which the Xxxxxxx Money Deposit shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionbe refunded to Buyer.

Tenant Estoppel. If Seller shall use commercially reasonable efforts to obtain and shall deliver to Buyer upon its receipt but no later than three (3) days prior to the Closing, an executed estoppel certificate from each tenant under the Leases, in substantially the form attached as Exhibit G, dated on or after November 1, 2014 and (x) containing no material exceptions or qualifications thereto, (y) disclosing or asserting no material matters that are not set forth in the Lease of such tenant, and (z) disclosing no material events of default by the landlord or tenant under such Lease. An executed tenant estoppel certificate in the form required or permitted by the preceding sentence is herein referred to as an “Acceptable Tenant Estoppel”. Notwithstanding anything contained herein to the contrary, it shall be a Tenant Estoppel condition precedent to the obligation of Buyer to consummate the transaction that is delivered by Sellers the subject of this Agreement that Seller deliver to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (or have not delivered i) Acceptable Tenant Estoppels from executed by each of the tenants leasing more than (A) 30,000 rentable square feet with respect to the Chicago Property, and (B) 5,000 rentable square feet with respect to the Dallas Property (“Required Major Tenants”); and (ii) Acceptable Tenant Estoppels executed by tenants leasing (including the Required Major Tenants)) eighty percent (80%) of the leased portions of rentable square footage of the Premises; provided, then the Closing Date for however, that in lieu of furnishing to Buyer a Tenant Estoppel from any applicable Portfolio shall be adjourned for a period not to exceed thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenantstenant, as the case may be). In additionSeller may, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder)at Seller’s sole option, an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially as to the matters set forth in Exhibit G hereto for any Lease which is not a Required Major Tenant and so long as any such Seller estoppel does not cover Leases comprising more than 5% of the rentable square footage of the Premises in the form of Exhibit P attached hereto aggregate (each such certificate, a the foregoing condition being herein referred to as the “Seller’s EstoppelTenant Estoppel Condition”) with respect ). If Seller is unable to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; providedTenant Estoppel Condition on or before the Closing Date, howeverthen Buyer may, that an individual Seller shall not have later than the right Closing, elect (in a written notice directed to deliver a Seller’s ) one of the following: (1) to waive the Tenant Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006Condition, or (ii2) to extend the Closing Date to a date on which Buyer has received an executed designated in Buyer’s written notice to Seller, but in no event shall the Closing Date be extended later than December 17, 2014, to allow Seller more time to satisfy the Tenant Estoppel signed Condition. If Buyer elects to extend the Closing Date pursuant to clause (2) of the preceding sentence and the Tenant Estoppel Condition is still not fulfilled on or before the expiration of the extension period, then, in Buyer’s sole and absolute discretion, Buyer may elect the option set forth in clause (1) of the preceding sentence or Buyer may elect to terminate this Agreement, in which event all of the Deposit shall be returned to Buyer. The failure of Seller to obtain any Tenant Estoppel (or the refusal of Seller to correct any claimed default by landlord under a Lease) shall not be and shall not be deemed to be a breach of or default under this Agreement. Within ten (10) business days after the applicable Tenant Effective Date hereof, Seller shall prepare the tenant estoppel certificates and the parties shall agree on the information to be inserted into the form tenant estoppel certificate for each tenant under a Lease. Seller shall provide the Lease in question that completed tenant estoppel certificates to the tenants by not later than the first business day immediately following the Inspection Period Expiration Date if this Agreement is not inconsistent terminated under Section 7.3 above. Seller shall deliver each tenant estoppel received by Seller to Buyer promptly following Seller’s receipt thereof and in accordance with the deadlines set forth in this Section. Seller shall have no obligation to amend any Lease or to provide any concession, service or payment, reimbursement or other consideration to any tenant in connection with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionAcceptable Tenant Estoppels.

Tenant Estoppel. If a Tenant Estoppel is Seller shall have obtained and delivered by Sellers to BuyerPurchaser, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant at least five (5) business days prior to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Final Closing Date (or have not delivered Tenant Estoppels from the Required Tenants"ESTOPPEL RETURN DATE"), then the Closing Date for any applicable Portfolio shall be adjourned for a period not tenant estoppel certificate with respect to exceed thirty each Lease executed by each tenant (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In additionand, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* applicable, each guarantor) under such Lease, which estoppel certificate shall (***i) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P EXHIBIT B attached hereto (each such certificatehereto, a “Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; provided, however, that an individual Seller the form of tenant estoppel certificate shall not have reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the right to deliver a Seller’s Estoppel in lieu form or content of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s Estoppeltenant estoppel certificate, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) disclose no matter that might materially and adversely affect the date on which Buyer has received an value of the Property and shall confirm the rents payable by such tenant and the other matters set forth in EXHIBIT B (the foregoing condition being herein referred to as the "TENANT ESTOPPEL CONDITION"). An executed tenant estoppel certificate that meets the requirements set forth in the preceding sentence is herein referred to as a "TENANT ESTOPPEL", provided that any such executed tenant estoppel certificate shall be considered a Tenant Estoppel signed by as long as it does not conflict with the terms of the applicable Tenant Lease or indicate the continuing existence of a material default of Seller as landlord under the Lease in question that is not inconsistent with Seller’s Estoppelapplicable Lease. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, as applicable, shall use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Tenant Estoppel shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at each Lease. Seller shall deliver each executed tenant estoppel certificate to Purchaser (regardless of whether it is a Tenant Estoppel) promptly following Seller's receipt thereof, provided that if such individual Seller’s Buildingexecuted tenant estoppel certificate is not a Tenant Estoppel, then Seller shall continue to have the right, until the Estoppel Return Date, to attempt to cause the applicable tenant to execute another tenant estoppel certificate which satisfies the criteria set forth above. In the event that an individual Seller is unable to satisfy the Tenant Estoppel Condition by the Estoppel Return Date, Seller shall not be in default under this Agreement. However, if the Tenant Estoppel Condition is not fulfilled as of the Estoppel Return Date, then, for three (3) business days thereafter, Purchaser or Seller shall have the right, upon delivery of written notice to the other, to extend the Final Closing Date to five (5) business days after satisfaction of the Tenant Estoppel Condition, but in no event later than April 18, 2006, to allow Seller more time to obtain additional Tenant Estoppels. If Purchaser or Seller elects to deliver extend the Final Closing Date pursuant to this Section and the Tenant Estoppel Condition is still not fulfilled on or before the expiration of such a extension period, then Purchaser may elect, upon delivery of written notice to Seller’s GSA Estoppel, each statement therein made by such Seller to either waive the Tenant Estoppel Condition or terminate this Agreement, in which event the Deposit shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease be returned to Purchaser in questionaccordance with Section 9.3 below.

Tenant Estoppel. If a Seller shall obtain tenant estoppel certificates (the “Tenant Estoppel is delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained in the Offering Memorandum, the Due Diligence Materials or in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***Certificates”) *********** set forth in this Section 7.2(b) on or before the Closing Date (or have not delivered Tenant Estoppels from the Required Tenants), then the Closing Date for any applicable Portfolio shall be adjourned for a period not to exceed thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants to satisfy the ********** ******* (***) *********** set forth in this Section 7.2(b) on or before the Closing Date (as may be extended hereunder), an individual Seller shall have the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, 6(b) from both Tenants prior to Closing. It shall be a “Sellerpre-condition to Buyer’s Estoppel”) with respect obligation to such additional lease(s) at such individual Seller’s Building close that Seller have obtained and selected delivered to Buyer the Tenant Estoppel Certificates duly executed by Seller as would satisfy the requirement; provided, however, that an individual Seller shall not have the right to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual Seller elects to deliver such a Seller’s EstoppelFor purposes of satisfying this condition precedent, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSA, each individual Seller shall, Certificate shall as applicable, use commercially reasonable efforts to obtain a supplemental lease agreement, novation agreement, statement of lease or similar instrument delivered by the GSA (a “GSA Estoppel”) for Leases to the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel shall not be a condition precedent to Buyer’s obligation to consummate close the transaction contemplated hereunder; providedby this Agreement, further (i) be dated no earlier than the date hereof, (ii) not disclose a material default or a condition which, with the giving of notice or the passage of time, or both, would constitute a default by either landlord or tenant, under the applicable Lease, and (iii) disclose no material inconsistencies or variations from the list of Leases shown on Exhibit B, the Rent Roll (Exhibit B-1), or the terms and provisions of the applicable Lease. With respect to the delivery and receipt of Tenant’ Estoppel Certificates as provided above, Seller covenants and agrees that Sellers (a) Seller shall execute prepare, or cause to be prepared, and deliver to Buyer for review and approval, within three (3) business days following the date of this Agreement, the Tenant Estoppel Certificates, and (b) Seller shall remit, or cause to be remitted, the Tenant Estoppel Certificates to both Tenants for signature within two (2) business days following Buyer’s notice to Seller that Buyer has approved the Tenant Estoppel Certificates prepared by Seller (which notice shall set forth any required corrections). If Buyer fails to notify Seller of its approval of, or any changes to, the Tenant Estoppel Certificates it receives from Seller for approval within two (2) business days following Buyer’s receipt of the same, Seller may forward such Tenant Estoppel Certificates to the Tenants without Buyer’s prior approval. In addition to the foregoing, upon receipt of the executed Tenant Estoppel Certificates as provided above, Buyer shall have the right to request Seller to obtain updated Tenant Estoppel Certificates from each of the Tenants; provided, however, that receipt of such updated Tenant Estoppel Certificates by Buyer shall not be a certificate substantially in condition to Closing, and Seller’s failure to deliver the updated Tenant Estoppel Certificates shall not constitute a default by Seller under this Agreement (Seller shall, however, use reasonable efforts to obtain the updated Tenant Estoppel Certificates from the Tenants). Seller agrees that upon the request of Buyer prior to the Due Diligence Expiration Date, Seller shall deliver to both Tenants under the Leases the form of Exhibit P attached hereto subordination, non-disturbance and attornment agreement required by Buyer’s lender (each such certificate“SNDAs”) and shall request that both Tenants execute and return the SNDAs prior to Closing; provided, however, that it shall not be a “condition to Closing that Seller deliver to Buyer the executed SNDAs, and Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects failure to deliver such the executed SNDAs to Buyer shall not constitute a Seller’s GSA Estoppel, each statement therein made default by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionthis Agreement.

Tenant Estoppel. If Purchaser shall have received a Tenant Estoppel is delivered by Sellers to Buyer, Buyer may nevertheless disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease, or contains allegations of an uncured material default by a Seller or contains information that materially deviates from the facts and financial information contained substantially in the Offering Memorandumform attached hereto as Exhibit C, (or, if different, the Due Diligence Materials or form and content required by the applicable Lease), for Xxxxxxxxxxx International, Inc. (which must deliver an estoppel, both for itself and the guarantor of its Lease in this Agreement. If Sellers are unable to obtain Tenant Estoppels from a sufficient number the Building; provided, however, if Purchaser has not notified Seller in writing of Tenants to satisfy the ********** ******* (***) *********** receipt and satisfaction of the condition set forth in this Section 7.2(b10.2.2 prior to 5:00 p.m. Eastern time on that day that is five (5) on or before Business Days prior to Closing, this condition shall be deemed unsatisfied. Seller shall have no liability under this Agreement in the Closing Date event Xxxxxxxxxxx International, Inc. (or have not delivered Tenant Estoppels from guarantor under the Required Tenants)Lease) fails to deliver the aforesaid estoppel. Notwithstanding the foregoing, then at Seller’s sole option, Seller may extend the Closing Date for any applicable Portfolio shall be adjourned for a period not up to exceed an additional thirty (30) days for Sellers to obtain the sufficient number of Tenant Estoppels (or Estoppel Certificates from the Required Tenants, as the case may be). In addition, if Sellers are unable to obtain Tenant Estoppels from a sufficient number of Tenants in order to satisfy the ********** ******* (***) *********** set forth foregoing requirement in this Section 7.2(b) which event Seller shall deliver notice of such extension to Purchaser on or before the then existing Closing Date (Date. Xxxxxxxxxxx International, Inc., and the guarantor of the Lease of Xxxxxxxxxxx International, Inc. are herein sometimes collectively referred to as may “Xxxxxxxxxxx.” In no event shall Seller be extended hereunder), an individual obligated to deliver updates to the aforesaid tenant estoppel certificate. Seller shall have will deliver Purchaser copies of the right to elect to execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “signed tenant estoppel promptly following Seller’s Estoppel”) with respect to such additional lease(s) at such individual Seller’s Building and selected by Seller as would satisfy the requirement; providedreceipt and, however, that an individual Seller shall not have the right if Purchaser fails to deliver a Seller’s Estoppel in lieu of Tenant Estoppels from Required Tenants. In the event that an individual written acceptance notice to Seller elects to deliver such a Seller’s Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of within two (i2) December 28, 2006, or (ii) business days following the date on which Buyer has received an executed Tenant Estoppel of delivery, such signed tenant estoppel will be deemed disapproved by Purchaser. Notwithstanding the applicable Tenant under the Lease in question that is not inconsistent with Seller’s Estoppel. With respect to the rentable area of the Buildings leased to the GSAforegoing, each individual Seller shall, as applicable, will also use commercially reasonable efforts to obtain a supplemental lease agreementTenant estoppel certificate from each of the other tenants in the Project, novation agreementon the form attached hereto as Exhibit C-1 (or, statement of lease or similar instrument delivered if different, the form and content required by the GSA (a “GSA Estoppel”) for Leases to applicable Lease), with no material changes thereto, but such Tenant estoppel certificates from the GSA in excess of 10,000 rentable square feet (a “Material GSA Lease”); provided, however, the delivery of a GSA Estoppel tenants other than Xxxxxxxxxxx shall not be a condition precedent to Buyer’s obligation to consummate the transaction contemplated hereunder; provided, further that Sellers shall execute and deliver to Buyer a certificate substantially in the form of Exhibit P attached hereto (each such certificate, a “Seller’s GSA Estoppel”) with respect to all Material GSA Leases at such individual Seller’s Building. In the event that an individual Seller elects to deliver such a Seller’s GSA Estoppel, each statement therein made by such Seller shall constitute warranties and representations by such Seller hereunder which shall survive for a period terminating on the earlier of (i) December 28, 2006, or (ii) the date on which Buyer has received an executed GSA Estoppel signed by the GSA under the Material GSA Lease in questionClosing.