BUSINESS DAYS PRIOR TO THE CLOSING DATE (AS DEFINED IN
SECTION 12) (THE "ESTOPPEL CONDITION DATE"), TENANT ESTOPPEL CERTIFICATES
EXECUTED BY (A) TENANTS (THE "REQUIRED TENANTS") OCCUPYING NOT LESS THAN
SEVENTY-FIVE PERCENT (75%) OF THE RENTABLE SPACE OF THE IMPROVEMENTS THAT IS
ACTUALLY LEASED AS OF THE EFFECTIVE DATE PURSUANT TO VALID AND EXISTING LEASES
WHICH DO NOT EXPIRE WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE CLOSING DATE
(THE "ACTUALLY LEASED R.S.F.") (THE "REQUIRED TENANT ESTOPPEL CERTIFICATES")
(WHICH 75% MUST INCLUDE ALL TENANTS WHOSE PREMISES IS IN EXCESS OF 7,500
RENTABLE SQUARE FEET) (SUCH CONDITION BEING REFERRED TO HEREIN AS THE "TENANT
ESTOPPEL CONDITION").
IN ORDER TO APPLY TOWARDS FULFILLMENT OF THE TENANT
ESTOPPEL CONDITION, A CERTIFICATE MUST (I) BE SUBSTANTIALLY IN THE FORM OF
EXHIBIT G; PROVIDED, HOWEVER, THAT IN THE EVENT ANY LEASE PERMITS A TENANT TO
PROVIDE AN ESTOPPEL CERTIFICATE ON A SPECIFIED FORM, SHOULD SAID TENANT EXECUTE
THAT FORM OF TENANT ESTOPPEL CERTIFICATE RATHER THAN THE FORM IN EXHIBIT G,
PURCHASER SHALL, SUBJECT TO THE FURTHER TERMS OF THIS SECTION 7(A), ACCEPT THAT
FORM AND (II) NOT CONTAIN ANY DESCRIPTIONS OF TERMS AND CONDITIONS THAT ARE
MATERIALLY INCONSISTENT WITH THE ACTUAL TERMS AND CONDITIONS OF THE APPLICABLE
LEASE OR DISCLOSE ANY OTHER MATTER THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON
THE VALUE OF THE PROPERTY, IT BEING EXPRESSLY AGREED AND ACKNOWLEDGED BY
PURCHASER THAT, (I) A TENANT ESTOPPEL CERTIFICATE SHALL NOT FAIL TO QUALIFY
TOWARDS THE FULFILLMENT OF THE TENANT ESTOPPEL CONDITION IF THE APPLICABLE
TENANT INSERTS OR INCLUDES PHRASES SUCH AS "TO TENANT'S KNOWLEDGE" OR "IN ALL
MATERIAL RESPECTS" OR OTHER SIMILAR KNOWLEDGE OR MATERIALITY QUALIFICATION TO
ANY OF THE STATEMENTS CONTAINED IN SUCH TENANT ESTOPPEL CERTIFICATE OR DISCLOSES
ANY NEW LEASES OR NEW COMMISSION AGREEMENTS ENTERED INTO IN ACCORDANCE WITH
SECTION 11(A) OR ANY NEW LEASE COSTS INCURRED IN ACCORDANCE WITH SECTION 13(G)
OF THIS AGREEMENT, AND (II) IN THE EVENT ANY TENANT DISCLOSES ON ITS TENANT
ESTOPPEL CERTIFICATE AN OBLIGATION OR DEFAULT BY THE
4
LANDLORD UNDER ITS LEASE WHICH MAY BE PAID OR CURED BY THE PAYMENT OF A DEFINITE
AND ASCERTAINABLE AMOUNT ("CLAIMED AMOUNT"), SELLER SHALL HAVE THE RIGHT (BUT
NOT THE OBLIGATION) TO CREDIT PURCHASER AT CLOSING IN THE AMOUNT OF THE CLAIMED
AMOUNT, AND IF SELLER DOES SO CREDIT PURCHASER AT CLOSING, THE APPLICABLE
DISCLOSURE ON SUCH TENANT ESTOPPEL CERTIFICATE SHALL NOT CAUSE THE SAME TO FAIL
TO QUALIFY AS AN ACCEPTABLE TENANT ESTOPPEL (IF APPLICABLE) FOR PURPOSES OF
FULFILLING THE TENANT ESTOPPEL CONDITION.
IN THE EVENT THAT THE TENANT ESTOPPEL
CONDITION IS NOT SATISFIED PRIOR TO THE ESTOPPEL CONDITION DATE, PURCHASER SHALL
HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE THEREOF
TO SELLER BEFORE 5:00 P.M. ON THE ESTOPPEL CONDITION DATE; IF PURCHASER DOES NOT
DULY AND TIMELY TERMINATE THIS AGREEMENT PURSUANT TO THIS SENTENCE, THEN
PURCHASER SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT TO TERMINATE THIS AGREEMENT
PURSUANT TO THIS SECTION 7.
(B)
OWNER'S ASSOCIATION ESTOPPEL.
SELLER SHALL DELIVER TO