REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY SELLERS PRIOR TO
OR BY THE CLOSING DATE (INCLUDING, BUT NOT LIMITED TO, THE DELIVERY BY SELLERS
OF THE ITEMS DESCRIBED IN ARTICLE XIII).
(B)
THE DELIVERY BY SELLERS TO BUYER OF A TENANT ESTOPPEL CERTIFICATE FROM
TENANTS (OTHER THAN THE GENERAL SERVICES ADMINISTRATION (THE "GSA")) WHO, IN THE
AGGREGATE, COMPRISE AT LEAST ********** ******* (***) OF THE ***** ******** ****
** *** ********* ** * ********* ***** *** ****** ** *** *** (WHICH SHALL INCLUDE
THE TENANTS LISTED ON EXHIBIT FF ATTACHED HERETO (COLLECTIVELY, THE "REQUIRED
TENANTS")) IN SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS EXHIBIT O (UNLESS A
TENANT'S LEASE HAS A PRESCRIBED ESTOPPEL FORM ATTACHED TO SAID LEASE, IN WHICH
EVENT THE PRESCRIBED FORM SHALL BE ACCEPTABLE FOR SAID TENANT) (A "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
25
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