THE PARTIES'
AGREEMENT AS TO THE FORM OF THE PURCHASER'S PROPOSED ESTOPPEL CERTIFICATE,
SELLER WILL REQUEST THAT SCHWAB EXECUTE PURCHASER'S PROPOSED ESTOPPEL
CERTIFICATE AND WILL OTHERWISE REASONABLY COOPERATE WITH PURCHASER TO FACILITATE
SCHWAB'S EXECUTION OF PURCHASER'S PROPOSED ESTOPPEL CERTIFICATE INCLUDING,
WITHOUT LIMITATION, MAKING INTRODUCTIONS AND ARRANGING MEETINGS BETWEEN
PURCHASER AND SCHWAB, TO THE EXTENT REASONABLY REQUESTED BY PURCHASER (IT BEING
UNDERSTOOD HOWEVER, THAT IN CONNECTION WITH SUCH COOPERATION SELLER SHALL NOT BE
OBLIGATED TO EXPEND MORE THAN A DE MINIMIS AMOUNT, NOR SHALL SELLER BE OBLIGATED
TO COMMENCE ANY LITIGATION, ARBITRATION OR OTHER PROCEEDING).
SELLER SHALL NOT
BE IN DEFAULT OF ITS OBLIGATIONS HEREUNDER IF TENANT FAILS TO DELIVER THE
THRESHOLD ESTOPPEL CERTIFICATE, IT BEING AGREED THAT SUCH FAILURE SHALL MERELY
CONSTITUTE THE FAILURE OF A CONDITION PRECEDENT TO PURCHASER'S OBLIGATION TO
CLOSE THIS TRANSACTION.
ANYTHING TO THE CONTRARY CONTAINED HEREIN
NOTWITHSTANDING, PURCHASER OBTAINING THE THRESHOLD ESTOPPEL CERTIFICATE SHALL
ONLY BE A CONDITION PRECEDENT TO PURCHASER'S OBLIGATIONS HEREUNDER IF THE
EXISTING ESCROW SCHWAB AMENDMENT DOES NOT BECOME EFFECTIVE ON THE CLOSING DATE
PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT BETWEEN SCHWAB AND PURCHASER.
(N)
THE AMENDED LEASES SHALL HAVE BEEN, OR SIMULTANEOUSLY WITH THE
CLOSING SHALL BE, RECORDED AGAINST THE REAL PROPERTY.
(O)
THE RECEIPT FROM THE PLANNING BOARD OF THE CITY (THE "PLANNING
BOARD") OF A MODIFICATION OF THE RESOLUTION PREVIOUSLY PASSED BY THE PLANNING
BOARD WHICH AUTHORIZED THE SUBDIVISION OF PLAZAS, 8, 9 AND 10, WHICH
MODIFICATION EXPRESSLY APPROVES THE DEVIATIONS OR GRANTS A VARIANCE FROM THE
YARD SET-BACK REQUIREMENTS FOR THE WEST AND SOUTH SIDES OF THE BUILDING.
SECTION 9.2
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.
THE
OBLIGATION OF SELLER TO CONSUMMATE THE TRANSACTION HEREUNDER SHALL BE SUBJECT TO
THE FULFILLMENT ON OR BEFORE THE SCHEDULED CLOSING DATE OF ALL OF THE FOLLOWING
CONDITIONS, ANY OR ALL OF WHICH MAY BE WAIVED BY SELLER IN IT SOLE DISCRETION:
(A)
SELLER SHALL HAVE RECEIVED THE PURCHASE PRICE AS ADJUSTED PURSUANT
TO, AND PAYABLE IN THE MANNER PROVIDED IN, THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, A CREDIT AGAINST THE PURCHASE PRICE IN THE AMOUNT OF THE EARNEST
MONEY DEPOSIT).
(B)
PURCHASER SHALL HAVE DELIVERED TO ESCROW AGENT (TO THE EXTENT
DIRECTED BY SELLER TO DO SO) AND/OR SELLER, AS THE CASE MAY BE, ALL OF THE ITEMS
REQUIRED TO BE DELIVERED TO SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO, THOSE PROVIDED FOR IN SECTION 10.2.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED
IN THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE
DATE OF CLOSING.
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(D)
PURCHASER SHALL HAVE PERFORMED AND OBSERVED, IN ALL MATERIAL
RESPECTS, ALL COVENANTS AND AGREEMENTS OF THIS AGREEMENT TO BE PERFORMED AND
OBSERVED BY PURCHASER AS OF THE CLOSING DATE.
(E)
ON THE CLOSING DATE, PURCHASER SHALL CAUSE PXLA (AS RECONSTITUTED
ON THE CLOSING DATE WITH PURCHASER AS THE INDIRECT OWNER THEREOF) TO EXECUTE AND
DELIVER THE PROPERTY MANAGEMENT AGREEMENT (AS HEREINAFTER DEFINED).
(F)
THE CREA AND THE