Common use of Conditions Precedent to Obligation of Purchaser Clause in Contracts

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser). (c) Seller shall have 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. (d) Seller shall have received and provided to Purchaser estoppel certificates. substantially in the form attached hereto as Exhibit 4.6(d)(i) (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) of the rentable square footage of the Improvements which is leased as of the Effective Date. In the event that Seller is unable to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed satisfied by Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing Date (with appropriate modifications permitted under this Agreement or not adverse to Purchaser). (c) Seller shall have 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 ClosingClosing Date. (d) Seller Tenant Estoppels from tenants occupying not less than eighty percent (80%) of the aggregate leased net rentable square footage in each of DT Center and Ridgeview shall have received and provided been delivered to Purchaser by 10:00 a.m. on the Closing Date (provided, however, that Tenant Estoppels from BAAN USA, Inc., Vista Information Technologies, Inc., Omniplex World Services Corp., Rolls Royce NA, Inc. and RBR Networks, Inc. (collectively, the “Major Tenants”), shall have been delivered to Purchaser at least one (1) business day prior to the Closing Date), with each such estoppel certificates. certificate (i) to be substantially in the form of the completed Tenant Estoppel submitted to and approved by Purchaser pursuant to Section 5.4(b) (provided, however, in the event any tenant has completely omitted or modified paragraphs 11 and/or 12 of the form of estoppel certificate attached to this Agreement as Exhibit L (other than to modify such paragraphs in order to disclose substantive issues relating to a tenant’s space in Purchaser’s reasonable judgment), such changes shall be deemed acceptable and Purchaser shall not be entitled to reject the Tenant Estoppel on the basis of such changes), (ii) to be dated within thirty (30) days prior to the Closing Date, (iii) to confirm the terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iv) to confirm the absence of any defaults under the applicable Lease as of the date thereof. In addition to the Tenant Estoppels required above to be delivered, an estoppel certificate (in substantially the form attached hereto as Exhibit 4.6(d)(i) (a ----------------- "Tenant Estoppel"M) from Hyatt CorporationWestfields Business Owners Association and, Pritzker & Pritzkerto the extent that the recorded documents pertaining to DT Center require an owners’ association or other declarant to deliver such an estoppel certificate, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association such estoppel certificates shall have been delivered to Purchaser (collectively, the "Major Tenants") “Association Estoppels”). The delivery of said Tenant Estoppels and from other tenants whichAssociation Estoppels shall be a condition of Closing, together with and the Major Tenantsfailure or inability of Seller to obtain and deliver said Tenant Estoppels and Association Estoppels, lease at least seventy-seven and five tenths percent (77.5 %) of Seller having used reasonable efforts to obtain the rentable square footage of same, shall not constitute a default by Seller under this Agreement. Notwithstanding anything to the Improvements which is leased as of the Effective Date. In the event that contrary contained herein, if Seller is has been unable to obtain and deliver to Purchaser by Closing the applicable percentage of Tenant Estoppels as provided meeting the requirements set forth above, then, at the option of Seller's option, this condition shall to Closing may be deemed satisfied by Seller executing Seller’s execution and delivering at Closing in favor of Purchaserdelivery to Purchaser by the deadline set forth above, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide the required Tenant Estoppel Estoppels an estoppel certificate substantially in substantially the form attached hereto as Exhibit 4.6(d)(ii) N and made a part hereof (a "Seller “Seller’s Estoppel") (”); and provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's ’s liability under any such Seller Seller’s Estoppel so executed and delivered by Seller to Purchaser at Closing shall cease and terminate upon the receipt by Purchaser following the after Closing of a duly executed Tenant Estoppel from the tenant under the applicable tenant. To qualify as a Tenant Lease covered in such Seller’s Estoppel or Seller Estoppel for the purposes of complying with this Section 4.6(d), such Tenant Estoppel . If any of the conditions in this Section 4.6 have not been satisfied (or Seller Estoppel must otherwise waived in writing by Purchaser) prior to or on the Closing Date (as the same may be given by extended or with respect to a tenant which is not postponed as provided in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(iithis Agreement), as ----------------- ---------- applicablePurchaser shall have the right to terminate this Agreement by written notice to Seller given prior to the Closing, without material modification whereupon Escrow Agent shall return the Xxxxxxx Money to paragraphs C Purchaser and except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1further rights or obligations under this Agreement.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date (or such earlier time as otherwise required hereby) of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date Closing Date, as if made and updated as of the Closing Date (with appropriate modifications permitted under this Agreement or not adverse without any reference to Purchaser“knowledge”). (cb) Seller shall have 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 ClosingClosing Date. (c) Seller and Purchaser shall have agreed upon the terms and provisions of, and shall have executed and delivered, the Restated Operating Agreement. (d) Seller Purchaser shall have received obtained (i) the written approval of the Federal Home Loan Mortgage Corporation (“FHLMC”), the holder of the Multifamily Deed of Trust, dated June 5, 2006, from the Company to P/R Mortgage and provided Investment Corp., as assigned to FHLMC, recorded in Book 10118, Page 358, in the Xxxxxxxx County, Ohio Public Records, of the transactions contemplated by this Agreement and continuation of the existing mortgage loan secured by such Multifamily Deed of Trust from and after Closing on the terms and conditions set forth in Schedule 4.6(d) attached hereto and made a part hereof and otherwise pursuant to any additional loan documentation in form and substance reasonably satisfactory to Purchaser estoppel certificates. substantially in and duly executed and delivered by the form attached hereto as Exhibit 4.6(d)(i) (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, Company and National Futures Association FHLMC (collectively, the "Major Tenants"“Existing Financing”) and (ii) a current estoppel certificate from other tenants which, together with FHLMC stating that there exists no default under the Major Tenants, lease at least seventy-seven Existing Financing and five tenths percent otherwise in form and substance reasonably satisfactory to Purchaser. (77.5 %e) $100,000 of the rentable square footage Purchase Price payable to Seller pursuant Section 1.5(i) shall be deposited in escrow with Escrow Agent pursuant to an escrow agreement in form and substance reasonably satisfactory to Purchaser, which escrow Agent will provide that (i) such sum shall be delivered to Seller only after completion of renovations of the Improvements two cottages on the Property so as to place such cottages in “rent-ready” condition and receipt of certificates of occupancy therefore and (ii) Seller and its principals (and not the Company) shall pay all costs and expenses of such renovations. (f) All other conditions precedent to Purchaser’s obligation to consummate the transaction hereunder (if any) which is leased as of are expressly set forth in this Agreement shall have been satisfied on or before the Effective Closing Date. In the event that Seller is unable to deliver any of the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed foregoing conditions has not been satisfied by the Closing Date other than through failure of Purchaser to fully comply with its obligations under this Agreement, Purchaser shall have the right to terminate this Agreement by written notice given to Seller executing on or promptly after the Closing Date, whereupon Escrow Agent shall refund the Deposit to Purchaser and delivering at Closing in favor of Purchaserthe parties shall have no further rights, on behalf of any one duties or more tenantsobligations hereunder, other than those which are expressly provided herein to survive the Major Tenants, which shall have failed to provide the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% termination of the rentable square footage of the Improvements which is leased as of the Effective Date)this Agreement; provided, however, that Seller's liability under if any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon of the receipt foregoing conditions has not been satisfied due to a default by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d)hereunder, such Tenant Estoppel or Seller Estoppel must then Purchaser’s and Seller’s respective rights, remedies and obligations shall instead be given by or determined in accordance with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1ARTICLE 6.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 (except as limited thereby); and provided, however, that as stated in Section 4.2 (f), as to Tenant Estoppels and the REA Estoppel, the delivery of those items up to the Estoppel Threshold are conditions of Closing, but the inability of Seller to deliver the Tenant Estoppels or REA Estoppel (or any of them) shall not constitute a default by Seller hereunder and the delivery of the items in Section 4.2(q) shall not be a condition of Closing. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser). (c) Seller shall have 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. (d) Seller shall have received obtained Tenant Estoppels (as defined in Section 5.4) duly executed by tenants (i) from each of the following tenants (herein, the "Anchor Tenants"): JC Penney Company, Inc., Boscov's and provided Sears, and (ii) from a sufficient number of the tenants under the remaining in-line store or out-parcel Leases (collectively, "NonAnchor Tenants") such that a Tenant Estoppel as aforesaid shall have been obtained from the Anchor Tenants and NonAnchor Tenants occupying, in the aggregate, at least eighty percent (80%) of the occupied tenant space in the Improvements (clause (i) and (ii) collectively referred to as the "Threshold Requirement"). To the extent Seller is unable to obtain any Tenant Estoppel from a NonAnchor Tenant as necessary or required to meet the Threshold Requirement, at Closing Seller may, but shall not be obligated to, execute and deliver to Purchaser estoppel certificates. substantially a certificate in the form attached hereto as Exhibit 4.6(d)(i) F-2 (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) of the rentable square footage of the Improvements which is leased as of the Effective Date. In the event that Seller is unable to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed satisfied by Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1herein,

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 hereof. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser). (c) Seller shall have 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. (d) Seller Purchaser shall have received and provided to Purchaser estoppel certificates. substantially in the form attached hereto “Tenant Estoppels” (as Exhibit 4.6(d)(i) (a ----------------- "Tenant Estoppel"hereafter defined) from Hyatt Corporation(A) the following major tenants (individually or collectively, Pritzker & Pritzkera “Major Tenant”): (i) Sato Investment LLC, Towers Xxxxxx(ii) Dresser-Rand and (iii) The San Diego Union-Tribune, Hartford Insurance, Xxxxxxxxx Lufkin & XxxxxxxxLLC, and National Futures Association (collectivelyB) such additional tenants with leased square footage sufficient, when combined with the "Major Tenants") and from other tenants which, together with leased square footage of the Major Tenants, lease to comprise at least seventy-seven and five tenths seventy percent (77.5 70%) of the rentable leased square footage of the Improvements which is leased as of Property (the Effective Date“Estoppel Delivery Requirement”). In Notwithstanding the event that Seller is unable foregoing or anything to deliver the applicable percentage of contrary set forth in this Agreement, all executed Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed acceptable for purposes of satisfying the condition set forth in this Section 4.7(d) unless such Tenant Estoppel (i) materially deviates from the form required under Section 5.4 or discloses any material adverse matters that were not disclosed to Purchaser prior to the expiration of the Inspection Period, (ii) alleges a material default of either party under the applicable lease, (iii) fails to confirm that the Lease is in full force and effect or (iv) is dated earlier than thirty (30) days prior to the date of the initially-scheduled Closing. If a Tenant Estoppel includes any of the items described in clause (i) through (iv) of the preceding sentence, then Purchaser shall approve or reasonably disapprove such Tenant Estoppel within two (2) business days after receipt thereof (and Purchaser’s failure to respond within such two (2) business day period shall be deemed to be Purchaser’s approval of the applicable Tenant Estoppel). If on or before the Closing Date, the Estoppel Delivery Requirement is not satisfied (or waived by Purchaser), Seller executing shall not be in default hereunder and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which this Agreement shall terminate (and no party hereto shall have failed to provide the required Tenant Estoppel an estoppel certificate any further obligation in substantially the form attached hereto as Exhibit 4.6(d)(ii) (connection herewith except under those provisions that expressly survive a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% termination of the rentable square footage of the Improvements which is leased as of the Effective Datethis Agreement); provided, however, that Seller's liability under any such each of Seller Estoppel so executed and delivered by Seller Purchaser shall cease and terminate upon have the receipt by Purchaser unilateral right (at its option) to extend the period for satisfying the condition set forth in this Section 4.7(d) (and, accordingly, the Closing Date) to a date not later than thirty (30) days following the original Closing Date in order to satisfy such condition. (e) The closings under (i) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company II, LLC, a Delaware limited liability company (“Company II”) of even date herewith (the “Company II Agreement”), (ii) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company III, LLC, a duly executed Tenant Estoppel from Delaware limited liability company (“Company III”) of even date herewith (the applicable tenant. To qualify as “Company III Agreement”) and (iii) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company IX, LLC, a Tenant Estoppel Delaware limited liability company (“Company IX”) of even date herewith (the “Company IX Agreement”, and together with the Company II Agreement and the Company III Agreement, collectively, the “Seller Affiliate Agreements”) shall occur concurrently with the Closing contemplated hereunder; provided, however, in the event that the condition set forth in this Section 4.7(e) is not satisfied due to a termination of any Seller Affiliate Agreement or Seller Estoppel for portion thereof pursuant to the purposes provisions of Section 7 thereunder, Purchaser shall not be entitled to terminate this Agreement and Purchaser shall proceed with the Closing contemplated hereunder notwithstanding the non-satisfaction of this Section 4.6(d4.7(e), such Tenant Estoppel or Seller Estoppel must be given by or ; further provided that in the event that (x) the Company II Agreement is terminated pursuant to Section 7 thereof with respect to the Zanker Business Center Property or (y) the Company IX Agreement is terminated pursuant to Section 7 thereof with respect to the LBA Logistics Center Property or (z) this Agreement or any Seller Affiliate Agreement is terminated pursuant to Section 7 of the applicable agreements with respect to two (2) or more individual properties described in this Agreement or any Seller Affiliate Agreement, or any combination thereof, as applicable, then Purchaser shall have a tenant which is not right to terminate this Agreement and all Seller Affiliate Agreements as a failure of the condition set forth in bankruptcy; must this Section 4.7(e). (f) Title Company shall be substantially irrevocably committed to issue to Purchaser a title policy in the form of Exhibit 4.6(d)(ia pro forma title policy (the “Pro Forma Owner’s Policy”) or Exhibit 4.6(d)(ii)previously reviewed and approved by Purchaser, as ----------------- ---------- applicable, without material modification subject only to paragraphs C or D thereof; must confirm that the documents comprising payment of the applicable Lease are as listed on -- Exhibit 1premium therefor. 1Purchaser shall cause a copy of the Pro Forma Owner’s Policy to be delivered to Seller prior to the expiration of the Inspection Period.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2.4.2 hereof; (b) All all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser).Closing; (c) Seller shall have 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.; (d) Seller shall have received and provided to entered into a Lease with Purchaser estoppel certificates. substantially for the Property in the form attached hereto as Exhibit 4.6(d)(iEXHIBIT I; (e) the Title Company shall be prepared and irrevocably committed to issue to Purchaser the Title Policy; (a ----------------- "Tenant Estoppel"f) from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) physical condition of the rentable square footage of Property shall be substantially the Improvements which is leased same on the Closing Date as of on the Effective Date. In the event that Seller is unable to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed satisfied by Seller executing reasonable wear and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which tear excepted; (g) no proceeding shall have failed to provide been commenced against Seller under the required Tenant Estoppel an estoppel certificate in substantially federal Bankruptcy Code or any state law for relief of debtors; (h) the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% financial condition of the rentable square footage of Seller on the Improvements which is leased as of Closing Date shall not have changed in a material adverse manner from the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt as determined by Purchaser following in its reasonable discretion; (i) no moratorium, statute or regulation of any governmental agency or order or ruling of any court shall have been enacted, adopted, or issued which would have a material adverse affect on Purchaser's use or development of the Closing Property; (j) Purchaser shall have obtained a loan to be secured by a first deed of a duly executed Tenant Estoppel from trust on the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially Property in the form approximate amount of Exhibit 4.6(d)(i$11,250,000.00 (the "LOAN") or Exhibit 4.6(d)(ii)on rates and terms acceptable to Purchaser, as ----------------- ---------- applicablein its sole discretion; and (k) Purchaser, without material modification to paragraphs C or D thereof; must confirm that in its sole discretion, shall have approved the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1Survey.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 hereof. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser). (c) Seller shall have 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. (d) Seller Purchaser shall have received the “Tenant Estoppels” (as hereafter defined) from the following major tenants (individually or collectively, a “Major Tenant”): (i) FedEx Ground Package System, Inc. and provided (ii) Amcor Sunclipse North America (each of (i)-(ii) are tenants of the LBA Logistics Center Property), and (iii) Xxxxxx Plastics, Inc., (iv) Xxxxxxx Xxxxxx, Inc. and (v) Kenco Logistics Services, LLC (each of (iii)-(v) are tenants of the Xxxxxxx Court Property) (the “Estoppel Delivery Requirement”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, all executed Tenant Estoppels shall be deemed acceptable for purposes of satisfying the condition set forth in this Section 4.7(d) unless such Tenant Estoppel (i) materially deviates from the form required under Section 5.4 or discloses any material adverse matters that were not disclosed to Purchaser estoppel certificatesprior to the expiration of the Inspection Period, (ii) alleges a material default of either party under the applicable lease, (iii) fails to confirm that the Lease is in full force and effect or (iv) is dated earlier than thirty (30) days prior to the date of the initially-scheduled Closing. substantially If a Tenant Estoppel includes any of the items described in the form attached hereto as Exhibit 4.6(d)(iclause (i) through (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %iv) of the rentable square footage of the Improvements which is leased as of the Effective Date. In the event that Seller is unable preceding sentence, then Purchaser shall approve or reasonably disapprove such Tenant Estoppel within two (2) business days after receipt thereof (and Purchaser’s failure to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition respond within such two (2) business day period shall be deemed to be Purchaser’s approval of the applicable Tenant Estoppel). If on or before the Closing Date, the Estoppel Delivery Requirement is not satisfied (or waived by Purchaser), Seller executing shall not be in default hereunder and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which this Agreement shall terminate (and no party hereto shall have failed to provide the required Tenant Estoppel an estoppel certificate any further obligation in substantially the form attached hereto as Exhibit 4.6(d)(ii) (connection herewith except under those provisions that expressly survive a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% termination of the rentable square footage of the Improvements which is leased as of the Effective Datethis Agreement); provided, however, that Seller's liability under any such each of Seller Estoppel so executed and delivered by Seller Purchaser shall cease and terminate upon have the receipt by Purchaser unilateral right (at its option) to extend the period for satisfying the condition set forth in this Section 4.7(d) (and, accordingly, the Closing Date) to a date not later than thirty (30) days following the original Closing Date in order to satisfy such condition. (e) The closings under (i) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company II, LLC, a Delaware limited liability company (“Company II”) of even date herewith (the “Company II Agreement”), (ii) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company III, LLC, a duly executed Tenant Estoppel from Delaware limited liability company (“Company III”) of even date herewith (the applicable tenant. To qualify as “Company III Agreement”) and (iii) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company V, LLC, a Tenant Estoppel Delaware limited liability company (“Company V”) of even date herewith (the “Company V Agreement”, and together with the Company II Agreement and the Company III Agreement, collectively, the “Seller Affiliate Agreements”) shall occur concurrently with the Closing contemplated hereunder; provided, however, in the event that the condition set forth in this Section 4.7(e) is not satisfied due to a termination of any Seller Affiliate Agreement or Seller Estoppel for portion thereof pursuant to the purposes provisions of Section 7 thereunder, Purchaser shall not be entitled to terminate this Agreement and Purchaser shall proceed with the Closing contemplated hereunder notwithstanding the non-satisfaction of this Section 4.6(d4.7(e), such Tenant Estoppel or Seller Estoppel must be given by or ; further provided that in the event that (x) the Company II Agreement is terminated pursuant to Section 7 thereof with respect to the Zanker Business Center Property or (y) this Agreement is terminated pursuant to Section 7 hereof with respect to the LBA Logistics Center Property or (z) this Agreement or any Seller Affiliate Agreement is terminated pursuant to Section 7 of the applicable agreements with respect to two (2) or more individual properties described in this Agreement or any Seller Affiliate Agreement, or any combination thereof, as applicable, then Purchaser shall have a tenant which is not right to terminate this Agreement and all Seller Affiliate Agreements as a failure of the condition set forth in bankruptcy; must this Section 4.7(e). (f) Title Company shall be substantially irrevocably committed to issue to Purchaser a title policy in the form of Exhibit 4.6(d)(ia pro forma title policy (the “Pro Forma Owner’s Policy”) or Exhibit 4.6(d)(ii)previously reviewed and approved by Purchaser, as ----------------- ---------- applicable, without material modification subject only to paragraphs C or D thereof; must confirm that the documents comprising payment of the applicable premium therefor. Purchaser shall cause a copy of the Pro Forma Owner’s Policy to be delivered to Seller prior to the expiration of the Inspection Period. (g) Purchaser shall have received an executed copy of the FedEx Lease are as listed on -- Exhibit 1. 1Renewal.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing Date (with appropriate modifications permitted under this Agreement or not materially adverse to Purchaser). (cb) Seller shall have 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 ClosingClosing Date. (dc) Seller Ground Lessor shall have received executed and provided delivered that certain Fourth Amendment to Purchaser estoppel certificates. substantially in the form attached hereto as Exhibit 4.6(d)(iIndenture of Lease (“Fourth Amendment to Lease”) (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) of the rentable square footage of the Improvements which is leased as of the Effective Date. In the event that Seller is unable to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed satisfied by Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(iiH. (d) Seller shall have delivered to Purchaser an executed Ground Lease Estoppel (a "Seller Estoppel"as defined below) (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicableI, without qualification in any material modification to paragraphs C or D thereofrespect; must confirm provided, however, that the documents comprising exclusion of the applicable estoppel provisions set forth in Paragraphs 3, 7, 9 and 10 of Exhibit I, and shall not be deemed to be material qualifications or otherwise defeat this condition. (e) Title Company shall be irrevocably committed to issue the Title Policy as required in Section 2.5. (f) Seller shall have terminated the Management Agreement at the sole cost and expense of Seller. (g) Seller shall have arranged to pay at Closing (a) the Five Hundred Thousand and No/100 Dollar ($500,000) payment to Ground Lessor required under the Fourth Amendment to Lease, and (b) the payment to Ground Lessor required under that certain Third Amendment to Indenture of Lease are dated as listed on -- Exhibit 1. 1of August 3, 2003 (“Third Amendment to Lease”).

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date (or such earlier time as otherwise required hereby) of all of the following conditions, any or all of which may be waived in writing by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the material items required to be delivered to Purchaser by Seller or Seller’s agents pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing Date (with appropriate modifications as are specifically permitted under this Agreement or not adverse to PurchaserAgreement, including (without limitation) Section 4.2(f)). (c) Seller shall have 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 ClosingClosing Date. (d) Subject to Section 5.4(e), Seller shall have received and provided delivered to Purchaser tenant estoppel certificates. substantially in certificates to the form attached hereto extent as Exhibit 4.6(d)(ifollows: (i) (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, Seller shall prepare and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) of the rentable square footage of the Improvements which is leased as of the Effective Date. In the event that Seller is unable submit to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed satisfied by Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide the required Tenant Estoppel Purchaser for its review an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit M attached hereto and incorporated herein by this reference for each Tenant (and each guarantor) under each of the Leases, but excluding all License Agreements) within ten (10) calendar days after the Effective Date. Within five (5) Business Days after receipt by Purchaser of all such estoppel certificates, Purchaser shall make all modifications or corrections to each such proposed estoppel certificates desired by Purchaser (with respect to each such Tenant (and guarantor), a “Proposed Tenant Estoppel”) and shall return the same to Seller. (ii) Seller shall exercise commercially reasonable efforts to obtain from each Tenant a Proposed Tenant Estoppel (in the form provided by Purchaser pursuant to Section 4.6(d)(i)) completed in full, dated as of a date not earlier than thirty (30) days prior to the Closing Date and executed by an authorized signatory of the Tenant (and to the extent applicable, any guarantor of such Tenant’s Lease). (iii) The receipt by Purchaser prior to the Closing of duly executed estoppel certificates from Tenants under Leases who, in the aggregate, occupy 80% of the rentable square feet of the Improvements which is subject to a Lease as of the Inspection Date, provided that such estoppel certificates shall be delivered by at least six (6) of the eight (8) Tenants under Leases for areas in excess of 10,000 square feet each, respectively (each such Tenant being a “Major Tenant”) (each estoppel certificate shall be substantially in the form called for by Section 4.6(d)(i) above or Exhibit 4.6(d)(ii)in the event necessary to comply with the express terms of any Lease of a Tenant, in such form as ----------------- ---------- may be required by the terms of any such Lease of a Tenant or, if applicable, without material modification in the form set forth in or attached to paragraphs C such Lease of a Tenant) shall be a condition precedent of Purchaser’s obligations hereunder. (e) There shall not have occurred a Material Adverse Change with respect to the Property following the Inspection Date and prior to the Closing. For purposes hereof, “Material Adverse Change” with respect to the Property shall mean either: (i) the discovery of a release at, in, on or D under the Property of Hazardous Materials by Seller or its agents, employees or contractors in violation of Environmental Laws requiring remediation in an amount equal to or greater than $2,000,000 or (ii) the filing by or against a Major Tenant for protection under the United States Bankruptcy Code and such Major Tenant rejects such Major Tenant’s Lease within sixty (60) days after the filing thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 hereof. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Purchaser). (c) Seller shall have 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. (d) Seller Purchaser shall have received and provided to Purchaser estoppel certificates. substantially in the form attached hereto “Tenant Estoppels” (as Exhibit 4.6(d)(i) (a ----------------- "Tenant Estoppel"hereafter defined) from Hyatt Corporation(A) the following major tenants (individually or collectively, Pritzker & Pritzkera “Major Tenant”): (i) CP OPCO, Towers XxxxxxLLC, Hartford Insurance(ii) Rosendin Electric, Xxxxxxxxx Lufkin & XxxxxxxxInc., (iii) Second Source Medical, Inc., (iv) SourceHOV Healthcare, Inc., (v) SABIC Innovative Plastics (each of (i)-(v) are tenants of the Zanker Business Center Property) and (vi) Xxxxx Xxxxx (an individual dba Advanced Industrial Ceramics), (vii) Cuhna Landscape Services, Inc. (viii) Emser Tile, LLC, (ix) MPower Communications Corp., (x) M-Pulse Microwave, Inc., and National Futures Association (collectivelyxi) Surplus Industrial Supply Company, Inc., (each of (vi)-(xi) are tenants of the "Major Tenants"Junction Business Center Property) and from other (B) such additional tenants whichwith leased square footage sufficient, together when combined with the leased square footage of the Major Tenants, lease to comprise at least seventy-seven and five tenths seventy percent (77.5 70%) of the rentable leased square footage of the Improvements which is leased as each of the Effective DateZanker Business Center Property and the Junction Business Center Property (the “Estoppel Delivery Requirement”). In Notwithstanding the event that Seller is unable foregoing or anything to deliver the applicable percentage of contrary set forth in this Agreement, all executed Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed acceptable for purposes of satisfying the condition set forth in this Section 4.7(d) unless such Tenant Estoppel (i) materially deviates from the form required under Section 5.4 or discloses any material adverse matters that were not disclosed to Purchaser prior to the expiration of the Inspection Period, (ii) alleges a material default of either party under the applicable lease, (iii) fails to confirm that the Lease is in full force and effect or (iv) is dated earlier than thirty (30) days prior to the date of the initially-scheduled Closing. If a Tenant Estoppel includes any of the items described in clause (i) through (iv) of the preceding sentence, then Purchaser shall approve or reasonably disapprove such Tenant Estoppel within two (2) business days after receipt thereof (and Purchaser’s failure to respond within such two (2) business day period shall be deemed to be Purchaser’s approval of the applicable Tenant Estoppel). If on or before the Closing Date, the Estoppel Delivery Requirement is not satisfied (or waived by Purchaser), Seller executing shall not be in default hereunder and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which this Agreement shall terminate (and no party hereto shall have failed to provide the required Tenant Estoppel an estoppel certificate any further obligation in substantially the form attached hereto as Exhibit 4.6(d)(ii) (connection herewith except under those provisions that expressly survive a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% termination of the rentable square footage of the Improvements which is leased as of the Effective Datethis Agreement); provided, however, that Seller's liability under any such each of Seller Estoppel so executed and delivered by Seller Purchaser shall cease and terminate upon have the receipt by Purchaser unilateral right (at its option) to extend the period for satisfying the condition set forth in this Section 4.7(d) (and, accordingly, the Closing Date) to a date not later than thirty (30) days following the original Closing Date in order to satisfy such condition. (e) The closings under (i) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company III, LLC, a Delaware limited liability company (“Company III”) of even date herewith (the “Company III Agreement”), (ii) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company V, LLC, a duly executed Tenant Estoppel from Delaware limited liability company (“Company V”) of even date herewith (the applicable tenant. To qualify as “Company V Agreement”) and (iii) that certain Purchase and Sale Agreement by and between Purchaser and LBA/Met Partners I-Company IX, LLC, a Tenant Estoppel Delaware limited liability company (“Company IX”) of even date herewith (the “Company IX Agreement”, and together with the Company III Agreement and the Company V Agreement, collectively, the “Seller Affiliate Agreements”) shall occur concurrently with the Closing contemplated hereunder; provided, however, in the event that the condition set forth in this Section 4.7(e) is not satisfied due to a termination of any Seller Affiliate Agreement or Seller Estoppel for portion thereof pursuant to the purposes provisions of Section 7 thereunder, Purchaser shall not be entitled to terminate this Agreement and Purchaser shall proceed with the Closing contemplated hereunder notwithstanding the non-satisfaction of this Section 4.6(d4.7(e), such Tenant Estoppel or Seller Estoppel must be given by or ; further provided that in the event that (x) this Agreement is terminated pursuant to Section 7 hereof with respect to the Zanker Business Center Property or (y) the Company IX Agreement is terminated pursuant to Section 7 thereof with respect to the LBA Logistics Center Property or (z) this Agreement or any Seller Affiliate Agreement is terminated pursuant to Section 7 of the applicable agreements with respect to two (2) or more individual properties described in this Agreement or any Seller Affiliate Agreement, or any combination thereof, as applicable, then Purchaser shall have a tenant which is not right to terminate this Agreement and all Seller Affiliate Agreements as a failure of the condition set forth in bankruptcy; must this Section 4.7(e). (f) Title Company shall be substantially irrevocably committed to issue to Purchaser a title policy in the form of Exhibit 4.6(d)(ia pro forma title policy (the “Pro Forma Owner’s Policy”) or Exhibit 4.6(d)(ii)previously reviewed and approved by Purchaser, as ----------------- ---------- applicable, without material modification subject only to paragraphs C or D thereof; must confirm that the documents comprising payment of the applicable Lease are as listed on -- Exhibit 1premium therefor. 1Purchaser shall cause a copy of the Pro Forma Owner’s Policy to be delivered to Seller prior to the expiration of the Inspection Period.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which (except as provided below) may be waived by Purchaser Purchaser, in its sole discretion, in writing or by proceeding to Closing: (a) Seller shall have delivered to Escrow Agent, Purchaser or Purchaser’s counsel, as mutually agreed to prior to Closing by Seller’s and Purchaser’s counsel, all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.210.3. (b) All of the representations and warranties of Seller contained (i) in this Agreement (other than Section 7.5(b) and subsections (i), (ii), (v), (viii), (ix) and (x) of Section 8.1(i)) shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the date of Closing Closing, (ii) in Section 7.5(b) and subsections (i), (ii), (v), (viii), (ix) and (x) of Section 8.1(i) shall have been true and correct in all respects when made and shall be true and correct in all respects as of the date of Closing, with appropriate modifications permitted under this Agreement or Agreement, it being understood and agreed that, subject to the obligations of Seller under Sections 7.1 above and 10.3(k) below, and the provisions of Article XI below and Article XIII below, after the expiration of the Evaluation Period, Purchaser shall assume the risk of any adverse changes at the Property, including but not adverse limited to Purchaser)tenant defaults, the commencement of eviction actions in accordance with this Agreement, the receipt of violation notices, and the termination of Service Contracts in accordance with this Agreement. (c) Seller shall have performed and observed, in all material respects, all material covenants and agreements of this Agreement to be performed and observed by Seller as of the date of ClosingClosing Date. (d) Seller shall have received and provided to Purchaser estoppel certificates. substantially in the form attached hereto as Exhibit 4.6(d)(i) (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) of the rentable square footage of the Improvements which is leased as of the Effective Date. In the event that Seller is unable to deliver the applicable percentage of Tenant Estoppels as provided above, at Seller's option, this condition shall be deemed satisfied by Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing Date (with appropriate such modifications to such representations and warranties as are expressly permitted under clause (i) or (ii) of Section 4.2(h) of this Agreement or not adverse to PurchaserAgreement). (c) Seller shall have 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 ClosingClosing Date. (d) No later than three (3) business days prior to the Closing Date, Seller shall have received and provided delivered to Purchaser estoppel certificates. substantially copies of the executed Tenant Estoppels (as defined in Section 5.4(b)) in either the form attached hereto as Exhibit 4.6(d)(i) (a ----------------- "E-1, or such Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectivelyLease has another form attached, the "Major Tenants"form attached to such Tenant Lease, each dated no earlier than thirty (30) and from other days prior to the date of Closing for tenants which, together with under the Major Tenants, lease at least Tenant Leases who comprise seventy-seven and five tenths percent (77.5 75%) of the rentable square footage which is subject to Tenant Leases in the Improvements (the “Required Estoppels”), which must include Tenant Estoppels from the American Cancer Society, Inc., Internap, and US South Communications. To the extent that any executed Tenant Estoppel is in form and substance which does not vary materially from the form delivered to such Tenant pursuant to Section 5.4(b) or the form attached to such Tenant’s lease (in each case, unless such variance benefits Purchaser and provided that the insertion of knowledge or materiality qualifiers by a Tenant shall not be deemed a material variance and provided, further, that item 12 in the form of estoppel, regarding the actual use of the Improvements Premises, and item 15, regarding Tenant’s notice address, are included for information and estoppel purposes only, and responses (or lack of response) to such items by a Tenant shall not be deemed a material variance), such Tenant Estoppel shall be deemed acceptable for purposes of satisfying the Required Estoppels threshold pursuant to this Section 4.6(d). To the extent that any executed Tenant Estoppel does not meet the criteria set forth in the immediately preceding sentence, such Tenant Estoppel shall be used for purposes of satisfying the Required Estoppels threshold only if it is approved by Purchaser in its reasonable discretion. If Seller has not been able to obtain the Required Estoppels by the Closing Date, despite having used its reasonable efforts to do so, Seller shall have the right, at its sole option to extend the original scheduled Closing Date for up to thirty (30) days by giving Purchaser notice of such election on the date which is leased as of three (3) business days before the Effective original scheduled Closing Date. In addition, if Seller has not been able to obtain the event that Required Estoppels by the Closing Date (including any extended Closing Date under the immediately preceding sentence), despite having used its reasonable efforts to do so, Seller is unable to deliver shall have the applicable percentage of Tenant Estoppels as provided aboveright, at Seller's its sole option, to satisfy the condition set forth in this condition shall be deemed satisfied Section 4.6(d) by providing an estoppel certificate executed by Seller executing and delivering at Closing in favor the form of Purchaser, on behalf Exhibit E-2 (the “Seller Tenant Lease Estoppel”) for Tenant Leases which comprise up to fifteen percent (15%) of any the rentable square footage which is subject to Tenant Leases in the Improvements in order to meet the Required Estoppels threshold. If Seller provides one or more tenantsSeller Tenant Lease Estoppels covering any Tenant Lease for which a Tenant Estoppel executed by the applicable tenant is subsequently delivered to Purchaser (a “Superseded Seller Tenant Lease Estoppel”), other than the Major Tenantseffective upon Purchaser’s receipt of such Tenant Estoppel, which Seller shall have failed no further liability under the applicable Superseded Seller Tenant Lease Estoppel. Seller’s liability under any Seller Tenant Lease Estoppel shall be subject to provide and limited by the required Tenant Estoppel provisions of Section 5.3 hereof. (e) No later than three (3) business days prior to the Closing Date, Seller shall have delivered to Purchaser, an estoppel certificate executed by the holder of landlord’s interest (“Ground Lease Owner”) with respect to Ground Lease Documents in substantially the form attached hereto as Exhibit 4.6(d)(iiJ-2 (the “Ground Lease Estoppel”) or, at Seller’s option, an estoppel executed by Seller in substantially the form attached hereto as Exhibit J-3 (the “Seller Ground Lease Estoppel”). The delivery of either the Ground Lease Estoppel or the Seller Ground Lease Estoppel is a condition to Purchaser's obligation to close, but the inability of Seller to deliver the Ground Lease Estoppel or Seller’s election not to deliver a Seller Ground Lease Estoppel shall not constitute a default by Seller hereunder. Seller shall endeavor to obtain the Ground Lease Estoppel without the knowledge qualifications in section 4 of Exhibit J-2, but the elimination of such knowledge qualifications from the Ground Lease Estoppel will not be a condition precedent to Purchaser's obligation to consummate the Closing. If Seller provides a Seller Ground Lease Estoppel and a Ground Lease Estoppel executed by Ground Lease Owner is subsequently delivered to Purchaser (a "“Superseded Seller Ground Lease Estoppel"”), effective upon Purchaser’s receipt of such Ground Lease Estoppel, Seller shall have no further liability under the applicable Superseded Seller Ground Lease Estoppel. Seller’s liability under any Seller Tenant Lease Estoppel shall be subject to and limited by the provisions of Section 5.3 hereof. (f) No later than three (provided that ------------------ 3) business days prior to the Closing Date, Seller Estoppels cannot be shall have delivered to Purchaser, an estoppel executed by the holders of the “Apparel Mart Property” (“Apparel Mart Owner”) with respect to more than 15% that certain Bridge Agreement, by and among the City of Atlanta, a municipal corporation organized and existing pursuant to the laws of the rentable square footage State of Georgia; the Atlanta Apparel Mart, a limited partnership organized and existing pursuant to the laws of the Improvements which is leased State of Georgia and Inforum, Ltd., a Georgia limited partnership, dated August 31, 1987, filed for record September 8, 1987, and recorded in Deed Book 11051, Page 100, aforesaid records; as re-recorded on October 20, 1987 in Deed Book 11128, Page 89, aforesaid records; and as affected by that certain Agreement Re-Modification of Bridge Agreement by and between AMC, Inc., a Georgia corporation and The Equitable Life Assurance Society of the Effective DateUnited States, a New York corporation, dated April 22, 1999, filed for record June 30, 1999, and recorded in Deed Book 26975, Page 81, aforesaid records (collectively, and as assigned, the “Bridge Agreement”) in substantially the form attached hereto as Exhibit L-1 (the “Bridge Estoppel”) or, at Seller’s option, an estoppel executed by Seller in substantially the form attached hereto as Exhibit L-2 (the “Seller Bridge Estoppel”); provided. The delivery of either the Bridge Estoppel or the Seller Bridge Estoppel is a condition to Purchaser's obligation to close, that but the inability of Seller to deliver the Bridge Estoppel or Seller’s election not to deliver a Seller Bridge Estoppel shall not constitute a default by Seller hereunder. Seller shall endeavor to obtain the Bridge Estoppel without the knowledge qualifications in section 4 of Exhibit L-1, but the elimination of such knowledge qualifications from the Bridge Estoppel will not be a condition precedent to Purchaser's obligation to consummate the Closing. If Seller provides a Seller Bridge Estoppel and a Bridge Estoppel executed by Apparel Mart Owner is subsequently delivered to Purchaser (a “Superseded Seller Bridge Estoppel”), effective upon Purchaser’s receipt of such Bridge Estoppel, Seller shall have no further liability under the applicable Superseded Seller Bridge Estoppel. Seller’s liability under any such Seller Bridge Estoppel so executed shall be subject to and delivered limited by Seller shall cease and terminate upon the receipt provisions of Section 5.3 hereof. If any of the conditions in this Section 4.6 have not been satisfied (or otherwise waived in writing by Purchaser following Purchaser) prior to or on the Closing of a duly executed Tenant Estoppel from Date (as the applicable tenant. To qualify same may be extended or postponed as a Tenant Estoppel provided in this Agreement), Purchaser shall have the right, as its sole remedy for Seller’s failure or inability to satisfy such condition(s), to terminate this Agreement by written notice to Seller Estoppel given prior to the Closing, whereupon Escrow Agent shall return the Xxxxxxx Money to Purchaser, and except for the purposes those provisions of this Section 4.6(d)Agreement which by their express terms survive the termination of this Agreement, such Tenant Estoppel no party hereto shall have any other or Seller Estoppel must be given by further rights or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1obligations under this Agreement.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing Date (with appropriate modifications permitted under this Agreement or not materially adverse to Purchaser). (cb) Seller shall have 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 ClosingClosing Date. (dc) Seller shall have received and provided delivered to Purchaser executed tenant estoppel certificates. substantially in the form attached hereto as Exhibit 4.6(d)(i) certificates (each a ----------------- "“Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, ” and National Futures Association (collectively, the "Major Tenants"“Tenant Estoppels”) from Starbucks Corporation (“Starbucks”) and from Uomo European Menswear (“Uomo”). The Tenant Estoppel for (i) Starbucks shall be on Starbucks’ standard form or on such other tenants whichform as is acceptable to Starbucks and shall (A) certify that its Lease is unmodified and in full force and effect (or, together with if modified, sating the Major Tenantsnature of such modification and certifying that such Lease as modified is in full force and effect); (B) state the date to which base rent and other charges have been paid and the amount of any security deposit held by landlord, lease at least seventy-seven if any; and five tenths percent (77.5 %C) acknowledge that there are not, to the actual knowledge of the rentable square footage person executing the certificate, any uncured defaults on the part of the Improvements which is leased as of the Effective Date. In the event that Seller is unable to deliver the applicable percentage of Tenant Estoppels as provided abovelandlord, at Seller's optionor specifying such defaults, this condition shall be deemed satisfied by Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenantsif any, which are claimed, and (ii) Uomo shall have failed to provide the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(ii) (a "Seller Estoppel") (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(iK attached hereto. Purchaser may request that additional matters be addressed by Starbucks or Uomo but any Tenant Estoppel addressing the matters described in clauses (i)(A) – (C) and in the form of Exhibit K, respectively, shall satisfy the condition set forth in this Section 4.6(c). (d) Title Company shall be irrevocably committed to issue the Title Policy as required in Section 2.5. (e) The Closing of the Liquor Escrow or Exhibit 4.6(d)(iithe execution and delivery of the Interim Beverage Agreement (defined below), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1.

Conditions Precedent to Obligation of Purchaser. The obligation of ----------------------------------------------- Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section Sections 3.4 and 4.2.; and (b) All all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing Date (with appropriate modifications permitted under this Agreement or not adverse to PurchaserAgreement).; and (c) Seller shall have 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.Closing Date; and (d) as of Closing, Seller (as landlord) shall not be in material, monetary default under the terms of any Lease beyond any applicable grace or cure period; (e) any existing mortgages/deeds of trust and other loan documents and any other voluntary liens created by Seller that encumber the Property shall be satisfied and released at Closing; (f) Purchaser shall have received satisfactory (to Purchaser) (i) Tenant Estoppels from the required number of tenants at the Real Property, as supplemented, pursuant to Section 3.5 by Seller estoppels, to satisfy the Tenant Estoppel Requirement, and provided to Purchaser (ii) the REA estoppel certificates. in substantially in the form of Exhibit R attached hereto as Exhibit 4.6(d)(ihereto; (g) (a ----------------- "Tenant Estoppel") from Hyatt Corporation, Pritzker & Pritzker, Towers Xxxxxx, Hartford Insurance, Xxxxxxxxx Lufkin & Xxxxxxxx, and National Futures Association (collectively, the "Major Tenants") and from other tenants which, together with the Major Tenants, lease at least seventy-seven and five tenths percent (77.5 %) of the rentable square footage of the Improvements which is leased as of the Effective Closing Date all existing management, leasing, brokerage and like-agreements shall be terminated and fully discharged by Seller; (h) as of the Closing Date, (i) Seller (as landlord) shall not be in material default under any of the Leases beyond any applicable grace or cure period and (ii) except as otherwise expressly provided in this Agreement, all tenants shall be paying rent (which does not require that there be no tenant default in rent as of Closing); and (i) no tenant shall have become entitled to reduce its rent or any other payments due from it or under its lease, cancel or terminate its lease or modify in any material respect any of its other obligations thereunder on account of any Named Tenant’s having ceased operating in its premises after the expiration of the Inspection Period but prior to Closing for any reason other than fire or other casualty or remodelling. In the event that any of the foregoing conditions precedent shall not have been timely satisfied, Purchaser shall not exercise any of its remedies for failure of such condition unless and until Purchaser has given Seller is unable to deliver ten (10) days prior written notice of the applicable percentage failure of Tenant Estoppels as provided abovesuch condition(s), at Seller's option, this condition shall be deemed satisfied by and Seller executing and delivering at Closing in favor of Purchaser, on behalf of any one or more tenants, other than the Major Tenants, which shall have failed to provide cause the required Tenant Estoppel an estoppel certificate in substantially the form attached hereto as Exhibit 4.6(d)(iisatisfaction of such condition(s) within such ten (a "Seller Estoppel"10) (provided that ------------------ Seller Estoppels cannot be delivered with respect to more than 15% of the rentable square footage of the Improvements which is leased as of the Effective Date); provided, that Seller's liability under any such Seller Estoppel so executed and delivered by Seller shall cease and terminate upon the receipt by Purchaser following the Closing of a duly executed Tenant Estoppel from the applicable tenant. To qualify as a Tenant Estoppel or Seller Estoppel for the purposes of this Section 4.6(d), such Tenant Estoppel or Seller Estoppel must be given by or with respect to a tenant which is not in bankruptcy; must be substantially in the form of Exhibit 4.6(d)(i) or Exhibit 4.6(d)(ii), as ----------------- ---------- applicable, without material modification to paragraphs C or D thereof; must confirm that the documents comprising the applicable Lease are as listed on -- Exhibit 1. 1day period.