Common use of Estoppel Letters Clause in Contracts

Estoppel Letters. Seller has delivered to Purchaser not later than the date of Closing, estoppel letters substantially in the form of Schedule 6.2 ("Required Estoppel Form") or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All estoppel letters must be dated not more than forty-five (45) days prior to the date of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3. In the event that, following the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.

Estoppel Letters. Seller has The estoppel letters described in the Section of the Commitment entitled ESTOPPEL LETTERS, if any. The estoppel letters delivered to Purchaser Lender shall provide, among other things, that: (i) the Lease constitutes the entire agreement between the landlord and the tenant; (ii) the Lease has not later than the date of Closingbeen modified or amended, estoppel letters substantially except as specifically set forth in the form of Schedule 6.2 estoppel letter; ("Required Estoppel Form"iii) or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All estoppel letters must be dated not more than forty-five (45) days prior to the date of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease Lease is in full force and effect and that a true the term is as per the Lease; (iv) the premises demised under the Lease have been completed and correct copy the tenant has taken possession of the lease with same on a rent-paying basis; (v) neither the tenant nor the landlord under the Lease is in default under any of the terms, covenants or provisions of the Lease and the tenant knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by tenant or the landlord thereunder; (vi) neither the tenant nor the landlord under the Lease has commenced any action or given or received any notice for the purpose of terminating the Lease; (vii) all amendments rents, additional rents and modifications is attached; other sums due and that all work payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof; (viii) there are no offsets or defenses to be performed by Landlord has been performed and that the payment of the rents, additional rents, or other sums payable under the Lease; (ix) the tenant has no knowledge option or right of refusal to purchase any Landlord default.portion of the Property; and 6.2.1 If Seller is unable to obtain (x) the requisite tenant has deposited the security deposit set forth in the Lease with landlord. To the extent that estoppel letters as described aboveare not delivered for certain tenants, Seller may (but is not required to) substitute for any unsigned Lender may, in its sole discretion, accept an estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3. In the event that, following the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller Borrower with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter tenant's occupancy at the Property certified by Borrower as to a Major Tenant as wellbeing true and correct. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.

Estoppel Letters. Seller has delivered Estoppel letters from each of those tenants ---------------- identified on EXHIBIT P-1 as "Major Tenants" (the "MAJOR TENANTS") and from a ----------- ------------- ------------- sufficient number of other tenants (the "OTHER TENANTS") to Purchaser not later than supply, ------------- collectively, together with the date of ClosingMajor Tenants, estoppel letters substantially in the form of Schedule 6.2 ("Required Estoppel Form") or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, certificates from tenants occupying in the aggregate at least 75% not less than ninety percent (90%) of the Propertyrentable square feet within the Improvements pursuant to space leases (the "Minimum Estoppel Requirement"), measured by square footageprovided that in no event shall Prudential be required to obtain estoppel certificates from any licensees, or concessionaires or other Persons occupying the Property pursuant to anything other than a space lease. All Such estoppel letters must shall be dated not more earlier than forty-five (45) days prior to the date initially scheduled Closing Date, and shall be sub- stantially in the form of Closing. An the estoppel letter form, even though not attached hereto as EXHIBIT P-2 or ----------- in the Required Estoppel Formform which such Tenant is required to provide pursuant to the terms of such Tenant's Lease. REIT OP shall only have the right to reject an estoppel certificate if the Tenant or, will in the case of a landlord estoppel delivered by Prudential pursuant to the terms of this Section 6.3.5 below, Prudential ------------- certifies that there is a material default under its Lease or raises a material matter which is inconsistent with its Lease. Notwithstanding anything to the contrary set forth herein, in no event shall a Tenant estoppel letter be deemed reasonably acceptable rejected on the basis of (i) the Tenant inserting a "best knowledge" limitation therein, or (ii) the Tenant complaining about, asserting a default on account of, or in any way raising matters related to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy condition of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that roof or curtain wall of the tenant has no knowledge of any Landlord defaultoffice building known as "101 Huntington. 6.2.1 If Seller is unable to obtain " In the requisite estoppel letters as described above, Seller may (but is event Prudential cannot required to) substitute for any unsigned reason obtain a tenant estoppel letter which satisfies the foregoing requirements from a tenant other than a Major Tenant from whom an estoppel letter is required, Prudential, at its option, may deliver to REIT OP Prudential's (landlord) estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all form of the tenants, measured by square footage. Sellerestoppel letter attached hereto as EXHIBIT P-3 which Prudential's representations and warranties in the certificates will estoppel letter shall survive the Closing and ----------- shall be subject to Prudential's limitations on liability as set forth in Section 8.3.7, and in the limitations case of Paragraph 5.3an Other Tenant, expire and be of no further ------------- force or effect on the 365th day following the Closing Date; provided, however, ----------------- that if Prudential shall obtain an estoppel certificate from any such Tenant after delivery of such Prudential's estoppel letter, Prudential's (landlord) estoppel letter shall, as of the date of such tenant's estoppel letter, thereafter be without further force or effect. If on the Closing Date Prudential cannot for any reason obtain sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement and does not elect to provide substituted landlord estoppel letter(s) as herein provided, then either party may elect to extend the Closing Date by written notice to the other party delivered on or before the Closing Date for such time as is necessary to obtain such additional estoppel letter(s) but in no event shall such extension extend the Closing Date beyond June 30, 1998. In the event thatPrudential has not received sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement on the Closing Date as so extended, then Prudential shall deliver to REIT OP, Prudential's (landlord) estoppel(s) which together with tenant estoppel(s) are necessary to satisfy the Minimum Estoppel Requirement; provided, however, that such ----------------- landlord's estoppel letter(s) shall reflect the facts as Prudential understands them to be as of the date of such landlord estoppel letter(s). Any landlord estoppel letter delivered pursuant to the foregoing sentence shall expire and be of no further force or effect on the 545th day following the Closing Date, Seller shall be subject to Prudential's limitations on liability as set forth in Section ------- 8.3.7 and shall become null and void and without further force or Purchaser effect if ----- Prudential thereafter obtains and delivers to REIT OP an estoppel letter complying with certificate from any such tenant reflecting the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted same facts as contained in such Prudential's estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.

Estoppel Letters. Seller has delivered To the extent in Seller's possession, but in any event as a condition precedent to Purchaser not later than Buyer's obligation to close the date of ClosingTransaction, executed estoppel letters substantially in certificates (collectively, the form of Schedule 6.2 ("Required Estoppel Form"“Tenant Estoppels”) or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, from tenants occupying (including the Required Tenants) of the Property leasing in the aggregate at least 75not less than 100% of the Propertyrentable square footage of the Property currently subject to Leases, measured by square footage. All estoppel letters must each of which (i) shall be dated not more no earlier than forty-five (45) days prior to the date of Closing. An estoppel letter forminitially scheduled Closing Date, even though not and (ii) shall be substantially in the Required form of Exhibit J-1 attached hereto and incorporated herein by this reference (the “Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3Condition”). In the event thatSeller cannot for any reason obtain the Tenant Estoppels, following Seller, at its option, may satisfy the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 Estoppel Condition with respect to any lease tenant(s) other than the Required Tenants by delivering to Buyer, an estoppel certificate in the form of Exhibit J-2 attached hereto and incorporated herein by this reference for tenant(s) which Seller delivered a substituted (together with the estoppel letter, Seller will deliver such estoppel letter certificates actually obtained from tenants) occupy all of the rentable square feet currently subject to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under Leases. Seller's failure to satisfy the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but Estoppel Condition shall not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereofSeller hereunder. In the event of such failure, but Purchaser may, by notice given Buyer's sole remedy shall be to Seller before the Closing, elect either (i) to waive said conditions the Estoppel Condition and proceed with to Closing without any reduction in the Closing Purchase Price, or (ii) to terminate this Agreement, in which event the Deposit shall be returned to Buyer and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will parties shall have any no further rights or obligations hereunder except as provided for obligations which expressly survive the termination of this Agreement. Seller's liability under each Seller's representation letter shall expire and be of no further force or effect on the earlier of (A) ninety (90) days following the Closing Date, and (B) the date that Buyer receives an estoppel certificate with respect to any such tenant. The items to be delivered by Seller in Paragraph 9.15accordance with the terms of this Section 7.3 shall be delivered to the Title Company no later than 5:00 p.m. Eastern Time on the last Business Day prior to the Closing Date, except that the items in the paragraph entitled “Keys and Original Documents” and any tenant estoppel certificates shall be delivered by Seller outside of escrow and shall be deemed delivered if the same are located at the Property on the Closing Date and Buyer has been notified of their location at the Property by Seller.

Estoppel Letters. Seller has delivered In sufficient time for Buyer's review prior to Purchaser not later than the date of Closing, executed estoppel letters from tenants collectively occupying no less than seventy percent (70%) of the area leased under the Leases, including from each tenant which occupies 50,000 square feet or more of space in the Developed Property (such 50,000 square foot or more tenants, the "Major Tenants"). All of such estoppel letters shall be dated no earlier than January 1, 1998 and shall be substantially in the form which such tenant is required to provide pursuant to the terms of such tenant's Lease or, if no form is specified in any of the Leases, substantially in the form of Schedule 6.2 ("Required Estoppel Form") or in form otherwise reasonably acceptable Exhibit I-1 attached hereto and incorporated herein by this reference. Notwithstanding the foregoing, if any Major Tenants fail to Purchaser, prepared by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All deliver estoppel letters must be dated not more than forty-five (45) days prior to the date of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of contain all of the tenantscertifications set forth on Exhibit C attached hereto and made a part hereof (the "Required Certifications"), measured by square footageand Seller elects to deliver a landlord estoppel letter as provided below with respect to such a Major Tenant, then, even if such missing certifications are not required under the terms of such Major Tenants's Lease, the landlord estoppel letter for that Major Tenant shall include all of the certifications set forth on Exhibit C hereto which such Major Tenant failed to include in its tenant estoppel certificate. Seller's representations and warranties in Buyer shall have the certificates will survive right to reject a tenant estoppel letter if the Closing subject tenant certifies that there is a material default under the lease or raises a material matter which is inconsistent with its Lease or the applicable information set forth on Exhibit M attached hereto. Notwithstanding anything to the limitations contrary set forth herein, in no event shall a tenant estoppel letter be rejected, or necessitate a landlord estoppel letter, on the basis of Paragraph 5.3(i) the tenant inserting a "best knowledge" limitation therein, or (ii) the tenant complaining about, asserting a default on account of, or in any way raising, matters relating to the Lintel Issue. In the event thatSeller cannot for any reason obtain a tenant estoppel letter which satisfies the foregoing requirements from a tenant from whom an estoppel letter is required, Seller, at its option, may deliver to Buyer a landlord estoppel letter from Seller, in the form of Exhibit I-2 attached hereto and incorporated herein by this reference, and, if applicable with respect to a Major Tenant, including such of the Required Certifications as may be required pursuant to the foregoing provisions of this Section 6.3(e). The liability of Seller under each landlord estoppel letter shall expire and be of no further force or effect on the one hundred eightieth (180th) day following the Closing Date; provided, however, that if Seller or Purchaser obtains shall obtain an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted estoppel letter, Seller will deliver which satisfies the foregoing requirements, from any such tenant after delivery of such landlord estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall not be required to) accept a substituted tenant, such landlord estoppel letter shall, as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreementdate of such tenant's estoppel letter, neither party will have any be without further rights force or obligations hereunder except as provided in Paragraph 9.15effect.

Estoppel Letters. Estoppel letters from each of those tenants identified on EXHIBIT G as "Major Tenants" (the "Major Tenants"), and from each of the other tenants under the Leases which provide an estoppel letter to Seller has delivered in response to Purchaser not later than Seller's written request for the date of Closingsame (Seller being obligated under this Agreement to request the Estoppel letters from each tenant holding an interest under a Lease, estoppel letters substantially in but without Seller obligation to obtain the form of Schedule 6.2 ("Required Estoppel Form") or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, same from tenants occupying in other than Major Tenants) (the aggregate at least 75% of the Property"Other Tenants"), measured by square footage. All estoppel letters must be dated not more earlier than forty-five (45) days prior to the initially scheduled Closing Date, and substantially in the form of the estoppel letter attached hereto as EXHIBIT H-1 or in the form which such Other Tenant is required to provide pursuant to the terms of such Other Tenant's Lease. In the event Seller cannot, after reasonable efforts, obtain a tenant estoppel letter from a Major Tenant from whom an estoppel letter is requested, then Seller shall deliver to Buyer a Seller's (landlord) estoppel letter in the form of estoppel letter attached hereto as EXHIBIT H-2 dated within five (5) business days prior to the Closing Date or the Option Closing Date, as applicable, which Seller's estoppel letter shall expire and be of no further force or effect on the date that is ninety (90) days following the Closing Date; provided, however, that if Seller shall obtain an estoppel letter from any such tenant after delivery of such Seller's estoppel letter, Seller's (landlord) estoppel letter shall thereafter be without further force or effect. In the event Buyer gives the Election Notice, Seller shall deliver to Buyer, within five (5) business days prior to the Option Closing Date, (a) any tenant estoppel letter that is dated earlier than forty five (45) days prior to the Option Closing Date, (b) any tenant estoppel letter dated more than forty-five days prior to the Option Closing Date, together with a schedule warranting to Buyer that, to Seller's Knowledge, except as set forth in such schedule, Seller is not aware of any default under such tenant's Lease arising after the date of Closing. An such tenant estoppel letter, (c) a Seller estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy for each Major Tenant of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the Property for which a tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters letter was not received, as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3. In the event that, following the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (iid) to terminate this Agreementa combination of (a), (b) and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15(c).

Estoppel Letters. Seller has delivered The obligation of Company to Purchaser not later than close the transaction contemplated by this Agreement is subject to Company's receipt of: an estoppel letter addressed to Company dated after the date of Closinghereof, which estoppel letters substantially shall be in the form of Schedule 6.2 7 attached hereto or other form satisfactory to Company from the tenants ("Required Estoppel FormMajor Tenants") or in form otherwise reasonably acceptable to Purchaser, prepared by Seller listed on Schedule 7-A attached hereto and addressed to Purchaser, from made a part hereof and tenants (including Major Tenants) occupying seventy percent (70%) of the aggregate building square footage contained in the aggregate at least 75% of the Property, measured by square footage. All Contributor's failure to obtain such estoppel letters must shall not be dated not more than forty-five (45) days prior to the date a default of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3Contributor under this Agreement. In the event thatCompany does not receive estoppel certificates from tenants occupying seventy percent (70%) of the aggregate building square footage contained in the Property (including Major Tenants who shall be considered as part of such seventy percent (70%)) Company may terminate this Agreement, following in which event this Agreement shall terminate, and thereafter neither party shall have any obligations to the Closing Dateother except as otherwise provided in this Agreement. In the event Company receives estoppel certificates from at least seventy percent of the tenants (which shall include the Major Tenants), Seller or Purchaser obtains Contributors shall either (i) cause Xxxxxxx X. Xxxxx to deliver an estoppel letter complying with certificate from all tenants in the requirements of Paragraph 6.2 with respect to any lease form attached as Schedule 7 for all such tenants which Seller have not delivered a substituted estoppel letter, Seller will deliver such estoppel letter certificates or (ii) withdraw any parcel of the Property where there are missing estoppel certificates from this Agreement, whereupon the Contribution Price shall be reduced by the amount allocated to Purchaser andsuch parcel on Schedule 10, upon and the parties shall make any other adjustments as agreed upon. At such deliverytime, Seller will be automatically released from if ever, that any liability or obligation under the substituted tenant for whom Xxxxxxx X. Xxxxx delivered an estoppel, delivers to Company a tenant estoppel reasonably acceptable to Company, such tenant's estoppel letter previously delivered by Seller with respect shall be deemed to such lease. Purchaser may (but shall not be required to) accept a substituted have replaced Xxxxxxx X. Xxxxx'x estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain such tenant and deliver sufficient tenant the applicable Xxxxx estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6shall be returned to Xxxxxxx X. Xxxxx. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.

Estoppel Letters. Seller has delivered shall request in writing from each Tenant (and any guarantor of a Tenant’s obligations under a Tenant Lease, provided that an estoppel certificate not signed by said guarantor shall still satisfy the terms of this Section) at the Project an estoppel letter addressed to Purchaser not later than the date of Closing, estoppel letters substantially in the form of Schedule 6.2 attached hereto as Exhibit J, or if such Tenant is unwilling to execute such form, then the form attached to such Tenant’s Lease ("Required Estoppel Form") or in if no form otherwise reasonably acceptable to Purchaserexists, prepared by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All estoppel letters must be dated not more than forty-five (45) days prior to the date of Closing. An then an estoppel letter formbased on the requirements of such Tenant’s Lease) (an “Estoppel Certificate”); provided, even though not in however, notwithstanding the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described aboveforegoing, Seller may (but is not required to) substitute for any unsigned estoppel letter shall initially request from a tenant other than a Major each Tenant an estoppel letter in the Required form attached hereto as Exhibit J. Seller shall use commercially reasonable efforts to obtain and deliver each of the Estoppel FormCertificates to Purchaser on or before 3 business days prior to Closing. Each Estoppel Certificate shall be dated no earlier than 45 days prior to Closing. Prior to submitting each draft of the Estoppel Certificates to each Tenant, Seller will deliver the same to Purchaser for Purchaser’s reasonable approval as to factual matters contained therein. Seller shall deliver to Purchaser within three (3) business days after receipt copies of any such executed Estoppel Certificates actually obtained by Seller. After executed Estoppel Certificates are received by Purchaser, Purchaser shall promptly provide Seller, within three (3) business days after receipt, written notice of Purchaser’s disapproval of any Estoppel Certificate which may be completed, executed (i) contains an adverse and delivered by Seller non-de minimus disclosure inconsistent with the applicable Tenant Lease or (ii) reveals any default past applicable notice and warranted and represented grace period by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of as landlord, or Tenant under the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3applicable Tenant Lease. In the event that, following Purchaser disapproves any Estoppel Certificate in accordance with the Closing Dateforegoing, Seller shall have the right to attempt to cure such adverse disclosure or default and submit an additional or amended Estoppel Certificate to Purchaser obtains an estoppel letter complying for Purchaser’s approval or disapproval in accordance with the requirements of Paragraph 6.2 with respect to any lease for foregoing. Any Estoppels which Seller delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall do not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect reveal (i) to waive said conditions and proceed with the Closing or (ii) in the immediately preceding sentence, or which may reveal (i) or (ii) but with respect to terminate this Agreementwhich the Purchaser fails to give notice of objection with the three (3) business day period after receipt thereof, shall be deemed satisfying the requirements hereof and receive a refund of referred to herein as the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15“Approved Estoppel Certificates”.

Estoppel Letters. Seller has delivered A. Prior to Purchaser not later than the date of Closing, Seller shall request an estoppel letters letter, in the form that each Tenant is required to execute and deliver under its applicable Space Lease or, if none, substantially in the form attached hereto as Exhibit "I", from each Tenant under a Space Lease that is then in effect (each, a "Tenant Estoppel Letter"; collectively, "Tenant Estoppel Letters"). Seller shall deliver to Purchaser copies of Schedule 6.2 ("Required the Tenant Estoppel Form") or in form otherwise reasonably acceptable to Purchaser, prepared Letters received by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All estoppel letters must be dated not more than forty-five (45if any) days prior to the date of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. promptly after Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3receipt thereof. In the event thatthat Seller, following as of the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller has not received and delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released Tenant Estoppel Letters from any liability or obligation all of the Tenants under the substituted estoppel letter previously delivered by Seller with respect Space Leases set forth on Exhibit J attached hereto that are in effect on the Closing Date (such Tenants herein referred to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter as to a the "Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2Tenants"), or if the letters received under Paragraph 6.2 Tenant Estoppel Certificate obtained from any Major Tenant omits or substituted estoppels permitted under Paragraph 6. 2.1 contain information fails to address a required item, Seller may, at its sole option, deliver to Purchaser, in lieu thereof, a written certificate or omissions unacceptable certificates of Seller (each, a "Seller's Estoppel Certificate" and collectively, "Seller's Estoppel Certificates") certifying and representing to Purchaser all of the items required to be addressed in its reasonable discretionsuch Tenant Estoppel Certificate (or the items required that are omitted or not fully addressed in the Tenant Estoppel Certificate obtained by Seller, then Seller will as the case may be). In the event that Seller, at the Closing, is unable to deliver to Purchaser Tenant Estoppel Letters from each of the Major Tenants as required hereunder and elects not be in default by reason thereofto deliver Seller's Estoppel Certificates as permitted above, but Purchaser may, at its option, terminate this Agreement by giving notice given thereof to Seller before Seller. B. Seller's liability under any Seller's Estoppel Certificate shall survive the Closing, elect Closing only until the earliest to occur of (i) to waive said conditions and proceed with the one hundred eightieth (180th) day following the Closing or Date (the "Outside Date"), (ii) to terminate this Agreement, and receive a refund the date that the term of the Depositapplicable Space Lease expires or earlier terminates and (iii) the date that the Tenant under the applicable Space Lease executes a Tenant Estoppel Letter in form required hereunder that is delivered to Purchaser. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except Seller's liability under Seller's Estoppel Certificates shall be limited as provided in Paragraph 9.15Section 11B hereof, and each Seller Estoppel Certificate shall so recite. C. If this Agreement is terminated by Purchaser pursuant to Section 8A hereof, then, subject to the terms of Section 15 hereof, Escrow Agent shall return the Down payment (together with all interest thereon, if any) to Purchaser, and thereupon, no party shall have thereafter any continuing rights, duties or obligations hereunder, other than any such rights, duties or obligations that are expressly stated in this Agreement to survive the termination hereof.

Estoppel Letters. Seller has The estoppel letters described in the Section of the Commitment entitled ESTOPPEL LETTERS, if any. The estoppel letters delivered to Purchaser Lender shall provide, among other things, that: (i) the Lease constitutes the entire agreement between the landlord and the tenant; (ii) the Lease has not later than the date of Closingbeen modified or amended, estoppel letters substantially except as specifically set forth in the form of Schedule 6.2 estoppel letter; ("Required Estoppel Form"iii) or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All estoppel letters must be dated not more than forty-five (45) days prior to the date of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease Lease is in full force and effect and that a true the term is as per the Lease; (iv) the premises demised under the Lease have been completed and correct copy the tenant has taken possession of the lease with same on a rent-paying basis; (v) neither the tenant nor the landlord under the Lease is in default under any of the terms, covenants or provisions of the Lease and the tenant knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by tenant or the landlord thereunder; (vi) neither the tenant nor the landlord under the Lease has commenced any action or given or received any notice for the purpose of terminating the Lease; (vii) all amendments rents, additional rents and modifications is attached; other sums due and that all work payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof; (viii) there are no offsets or defenses to be performed by Landlord has been performed and that the payment of the rents, additional rents, or other sums payable under the Lease; (ix) the tenant has no knowledge option or right of refusal to purchase any Landlord default.portion of the Property; and 6.2.1 If Seller is unable to obtain (x) the requisite tenant has deposited the security deposit set forth in the Lease with landlord. To the extent that estoppel letters as described aboveare not delivered for certain Tenants, Seller may (but is not required to) substitute for any unsigned Lender may, in its sole discretion, accept an estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3. In the event that, following the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller Borrower with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter tenant's occupancy at the Property certified by Borrower as to a Major Tenant as wellbeing true and correct. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.

Estoppel Letters. Seller has delivered to Purchaser not later than the date of Closing, estoppel letters substantially in the form of Schedule 6.2 ("Required Estoppel Form") or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, from tenants occupying in the aggregate at least 75% of the Property, measured by square footage. All estoppel letters must be dated not more than forty-five (45) days prior to the date of Closing. An estoppel letter form, even though not in the Required Estoppel Form, will be deemed reasonably acceptable to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that the tenant has no knowledge of any Landlord default. 6.2.1 If Seller is unable to obtain the requisite estoppel letters as described above, Seller may (but is not required to) substitute for any unsigned estoppel letter from a tenant other than a Major Tenant an estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all of the tenants, measured by square footage. Seller's representations and warranties in the certificates will survive the Closing subject to the limitations of Paragraph 5.3. In the event that, following the Closing Date, Seller or Purchaser obtains an estoppel letter complying with the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, . neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.

Estoppel Letters. Seller has delivered Estoppel letters from each of those tenants ---------------- identified on EXHIBIT P-1 as "Major Tenants" (the "MAJOR TENANTS") and from a ----------- ------------- ------------- sufficient number of other tenants (the "OTHER TENANTS") to Purchaser not later than supply, ------------- collectively, together with the date of ClosingMajor Tenants, estoppel letters substantially in the form of Schedule 6.2 ("Required Estoppel Form") or in form otherwise reasonably acceptable to Purchaser, prepared by Seller and addressed to Purchaser, certificates from tenants occupying in the aggregate at least 75% not less than ninety percent (90%) of the Propertyrentable square feet within the Improvements pursuant to space leases (the "Minimum Estoppel Requirement"), measured by square footageprovided that in no event shall Prudential be required to obtain estoppel certificates from any licensees, or concessionaires or other Persons occupying the Property pursuant to anything other than a space lease. All Such estoppel letters must shall be dated not more earlier than forty-five (45) days prior to the date initially scheduled Closing Date, and shall be sub stantially in the form of Closing. An the estoppel letter form, even though not attached hereto as EXHIBIT P-2 or in the Required Estoppel Formform which such Tenant is required to provide pursuant ----------- to the terms of such Tenant's Lease. REIT OP shall only have the right to reject an estoppel certificate if the Tenant or, will in the case of a landlord estoppel delivered by Prudential pursuant to the terms of this Section 6.3.5 below, ------------- Prudential certifies that there is a material default under its Lease or raises a material matter which is inconsistent with its Lease. Notwithstanding anything to the contrary set forth herein, in no event shall a Tenant estoppel letter be deemed reasonably acceptable rejected on the basis of (i) the Tenant inserting a "best knowledge" limitation therein, or (ii) the Tenant complaining about, asserting a default on account of, or in any way raising matters related to Purchaser if said letter contains the following information: confirming rent, security deposit, square footage and termination date; that no rent has been paid more than one month in advance; that the lease is in full force and effect and that a true and correct copy condition of the lease with all amendments and modifications is attached; and that all work to be performed by Landlord has been performed and that roof or curtain wall of the tenant has no knowledge of any Landlord defaultoffice building known as "101 Huntington. 6.2.1 If Seller is unable to obtain " In the requisite estoppel letters as described above, Seller may (but is event Prudential cannot required to) substitute for any unsigned reason obtain a tenant estoppel letter which satisfies the foregoing requirements from a tenant other than a Major Tenant from whom an estoppel letter is required, Prudential, at its option, may deliver to REIT OP Prudential's (landlord) estoppel letter in the Required Estoppel Form, which may be completed, executed and delivered by Seller and warranted and represented by Seller, provided that such substituted estoppel letters will not collectively represent in excess of 10% of all form of the tenants, measured by square footage. Sellerestoppel letter attached hereto as EXHIBIT P-3 which Prudential's representations and warranties in the certificates will estoppel letter shall survive the Closing and ----------- shall be subject to Prudential's limitations on liability as set forth in Section 8.3.7, and in the limitations case of Paragraph 5.3an Other Tenant, expire and be of no further ------------- force or effect on the 365th day following the Closing Date; provided, however, ----------------- that if Prudential shall obtain an estoppel certificate from any such Tenant after delivery of such Prudential's estoppel letter, Prudential's (landlord) estoppel letter shall, as of the date of such tenant's estoppel letter, thereafter be without further force or effect. If on the Closing Date Prudential cannot for any reason obtain sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement and does not elect to provide substituted landlord estoppel letter(s) as herein provided, then either party may elect to extend the Closing Date by written notice to the other party delivered on or before the Closing Date for such time as is necessary to obtain such additional estoppel letter(s) but in no event shall such extension extend the Closing Date beyond June 30, 1998. In the event thatPrudential has not received sufficient tenant estoppel letters to satisfy the Minimum Estoppel Requirement on the Closing Date as so extended, then Prudential shall deliver to REIT OP, Prudential's (landlord) estoppel(s) which together with tenant estoppel(s) are necessary to satisfy the Minimum Estoppel Requirement; provided, however, that such ----------------- landlord's estoppel letter(s) shall reflect the facts as Prudential understands them to be as of the date of such landlord estoppel letter(s). Any landlord estoppel letter delivered pursuant to the foregoing sentence shall expire and be of no further force or effect on the 545th day following the Closing Date, Seller shall be subject to Prudential's limitations on liability as set forth in Section ------- 8.3.7 and shall become null and void and without further force or Purchaser effect if ----- Prudential thereafter obtains and delivers to REIT OP an estoppel letter complying with certificate from any such tenant reflecting the requirements of Paragraph 6.2 with respect to any lease for which Seller delivered a substituted same facts as contained in such Prudential's estoppel letter, Seller will deliver such estoppel letter to Purchaser and, upon such delivery, Seller will be automatically released from any liability or obligation under the substituted estoppel letter previously delivered by Seller with respect to such lease. Purchaser may (but shall not be required to) accept a substituted estoppel letter as to a Major Tenant as well. 6.2.2 If Seller is unable to obtain and deliver sufficient tenant estoppel certificates as required under Paragraph 6.2, or if the letters received under Paragraph 6.2 or substituted estoppels permitted under Paragraph 6. 2.1 contain information or omissions unacceptable to Purchaser in its reasonable discretion, then Seller will not be in default by reason thereof, but Purchaser may, by notice given to Seller before the Closing, elect (i) to waive said conditions and proceed with the Closing or (ii) to terminate this Agreement, and receive a refund of the Deposit. If Purchaser elects to terminate this Agreement, neither party will have any further rights or obligations hereunder except as provided in Paragraph 9.15.