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.
(C)
PROMPTLY AFTER THE ***** ******** ****, SELLERS SHALL SUBMIT TO BUYER, FOR
BUYER'S REASONABLE APPROVAL, COPIES OF THE TENANT ESTOPPELS OR GSA ESTOPPELS, AS
APPLICABLE, SELLERS ARE SUBMITTING TO TENANTS OR THE GSA, AS APPLICABLE, FOR
EXECUTION.
BUYER SHALL BEGIN PROVIDING ANY COMMENTS TO SUCH TENANT ESTOPPELS
AND GSA ESTOPPELS WITHIN FIVE (5) BUSINESS DAYS OF SELLERS' DELIVERY OF THE SAME
AND DILIGENTLY AND CONTINUOUSLY REVIEW SAID ESTOPPELS AND PROVIDE ANY COMMENTS
TO SELLERS AS REVIEWS ARE COMPLETED BY BUYER.
(D)
BUYER SHALL RECEIVE ESTOPPEL CERTIFICATES FROM DECLARANTS AND/OR OWNER'S
ASSOCIATIONS APPLICABLE TO EACH PORTFOLIO IN A FORM REASONABLY ACCEPTABLE TO
BUYER
OR ON THE FORM REQUIRED TO BE DELIVERED PURSUANT TO THE APPLICABLE
DECLARATION, CONFIRMING THAT EACH INDIVIDUAL PROPERTY IS IN COMPLIANCE WITH THE
RESTRICTIVE COVENANTS AND NO ASSESSMENTS ARE OUTSTANDING. ALTERNATIVELY, IF
SELLER CANNOT OBTAIN ESTOPPEL CERTIFICATES, BUYER SHALL RECEIVE EITHER TITLE
INSURANCE COVERAGE OR AN INDEMNITY FROM SELLER PROTECTING AGAINST ANY SUCH
VIOLATIONS AND MONETARY DEFAULTS.
(E)
IN THE EVENT THIS AGREEMENT REMAINS IN EFFECT FOR ONLY A PORTION OF A
PORTFOLIO, THE TERMINATION OF THIS AGREEMENT AS TO ANY INDIVIDUAL PROPERTY
WITHIN SUCH PORTFOLIO, THEREBY CREATING MULTIPLE OWNERS OF THE PROPERTIES, SHALL
NOT (I) CAUSE SUCH PROPERTIES TO FAIL TO COMPLY IN ALL MATERIAL RESPECTS WITH
APPLICABLE ZONING, SUBDIVISION AND PARKING LAWS AND REGULATIONS, (II) ADVERSELY
AFFECT INGRESS, EGRESS AND UTILITY
26
EASEMENTS NECESSARY FOR THE USE AND OPERATION OF SUCH PROPERTIES, OR (III)
VIOLATE ANY LEASE, MORTGAGE/DEED OF TRUST OR OTHER AGREEMENT AFFECTING SUCH
PROPERTIES.
(F)
A SIMULTANEOUS CLOSING UNDER THE COMPANY AGREEMENT SHALL HAVE OCCURRED
WITH THE FIRST CLOSING HEREUNDER, OR, IF CLOSINGS ARE SEQUENTIAL UNDER THE TERMS
OF ANY PROVISION OF THIS AGREEMENT PERMITTING SEQUENTIAL CLOSINGS, THEN
SEQUENTIAL CLOSINGS UNDER THE COMPANY AGREEMENT SHALL ALSO HAVE OCCURRED.
NOTWITHSTANDING THE FOREGOING, THIS CONDITION SHALL NOT APPLY IF THE COMPANY
AGREEMENT FAILS TO CLOSE AS