PERFORMED AND OBSERVED, IN ALL MATERIAL RESPECTS, ALL
COVENANTS AND AGREEMENTS OF THIS AGREEMENT TO BE PERFORMED AND OBSERVED BY
SELLER AS OF THE DATE OF CLOSING; AND
4.6.5
PURCHASER'S RECEIPT AT LEAST THREE (3) DAYS PRIOR TO THE CLOSING (THE
"ESTOPPEL RETURN DATE") OF ESTOPPEL CERTIFICATES SUBSTANTIALLY IN THE FORM OF
EXHIBIT 4.6.5, WITH SUCH ADDITIONAL INFORMATION OR MODIFICATIONS REASONABLY
APPROVED BY PURCHASER, OR IN SUCH FORM AS REQUIRED TO CONFORM TO ANY SPECIFIC
REQUIREMENTS IN THE APPLICABLE LEASE (I) FROM (A) EACH TENANT LEASING 30,000 OR
MORE RENTABLE SQUARE FEET OF FLOOR AREA IN THE IMPROVEMENTS (A "MAJOR TENANT")
AND (B) TENANTS UNDER LEASES REPRESENTING SEVENTY-FIVE PERCENT (75%) OF THE
RENTABLE SQUARE FEET OF FLOOR AREA IN THE AGGREGATE, INCLUDING MAJOR TENANTS BUT
EXCLUDING RENTABLE SQUARE FEET OF FLOOR AREA NOT CURRENTLY SUBJECT TO ANY LEASE,
(II) WHICH CONFIRM THE DOCUMENTS CONSTITUTING THE LEASE OF EACH SUCH TENANT, AND
(III) WHICH DO NOT (X) ALLEGE THE EXISTENCE OF ANY DEFAULT BY SELLER OR ANY
UNPERFORMED OBLIGATION BY SELLER, (Y) RECITE ANY MATERIAL FACT WHICH CONTRADICTS
THE LEASE SCHEDULE, OR (Z) DISCLOSE THE EXISTENCE OF ANY DELINQUENT FIXED RENT,
ADDITIONAL RENT OR OTHER MATERIAL CHARGES PAYABLE BY THE RELEVANT TENANT, IN
EACH CASE WHICH IS NOT DISCLOSED IN THE LEASE SCHEDULE.
(I)
PROMPTLY FOLLOWING THE DATE OF THIS AGREEMENT, SELLER SHALL
REQUEST ESTOPPEL CERTIFICATES FROM ALL TENANTS OF THE IMPROVEMENTS IN THE FORM
ATTACHED HERETO AS EXHIBIT 4.6.5 OR IN THE FORM SPECIFIED IN THE APPLICABLE
LEASE AND SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ESTOPPEL
CERTIFICATES FROM ALL SUCH TENANTS.
(II)
IF PURCHASER RECEIVES ANY TENANT ESTOPPEL CERTIFICATE, IT SHALL
PROMPTLY PROVIDE A COPY THEREOF TO SELLER, AND IF SELLER OBTAINS ANY TENANT
ESTOPPEL CERTIFICATE, IT SHALL PROMPTLY PROVIDE A COPY THEREOF TO PURCHASER. ANY
TENANT ESTOPPEL CERTIFICATES WHICH DO NOT COMPLY WITH THE PROVISIONS SET FORTH
IN THE FIRST SENTENCE OF THIS SECTION 4.6.5 SHALL BE SUBJECT TO PURCHASER'S
APPROVAL IN ITS REASONABLE DISCRETION. UNLESS PURCHASER OBJECTS TO ANY SUCH
ESTOPPEL CERTIFICATE AND TERMINATES THIS AGREEMENT AS A RESULT THEREOF WITHIN
FIVE (5) BUSINESS DAYS OF RECEIPT OF SUCH ESTOPPEL CERTIFICATE, PURCHASER SHALL
BE DEEMED TO HAVE APPROVED SUCH ESTOPPEL CERTIFICATE AND SHALL PURCHASE THE
PROPERTY SUBJECT TO ALL MATTERS SET FORTH IN SUCH ESTOPPEL CERTIFICATE. IF
PURCHASER HAS NOT RECEIVED ACCEPTABLE TENANT ESTOPPEL CERTIFICATES FROM TENANTS
REPRESENTING 75% OF THE RENTABLE SQUARE FOOTAGE, EXCLUDING RENTABLE SQUARE
FOOTAGE NOT THEN SUBJECT TO ANY LEASE, BY THE ESTOPPEL RETURN DATE, THEN SELLER
MAY PROVIDE ESTOPPEL CERTIFICATES EXECUTED BY SELLER MEETING THE REQUIREMENTS OF
THE FIRST SENTENCE OF THIS SECTION 4.6 FOR TENANTS LEASING UP TO 10% OF THE
RENTABLE SQUARE FOOTAGE OTHER THAN MAJOR TENANTS, AND SUCH SELLER ESTOPPEL
CERTIFICATES SHALL BE DEEMED TO BE ACCEPTABLE. IF PURCHASER HAS NOT RECEIVED
ACCEPTABLE (OR DEEMED ACCEPTABLE) TENANT ESTOPPEL CERTIFICATES AS PROVIDED
HEREIN ON OR BEFORE THE CLOSING DATE, THEN PURCHASER AT ITS SOLE OPTION MAY
(I) WAIVE THE TENANT ESTOPPEL CONDITION AND PROCEED TO CLOSING, (II) EXTEND THE