Common use of Estoppels Clause in Contracts

Estoppels. Estoppels (substantially in form and content as provided in Exhibit Tenant Estoppel) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased of each Individual Property. In the event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the same.

Estoppels. Estoppels (a) Seller shall send estoppel certificates (each, an "ESTOPPEL CERTIFICATE") in the form attached hereto as EXHIBIT G (the "FORM TENANT ESTOPPEL CERTIFICATE") to each Tenant occupying space at the Property on the Effective Date. It shall be a condition precedent to Purchaser's obligation to purchase the Property pursuant to this Agreement that Seller provide to Purchaser, prior to Closing, Estoppel Certificates executed by the Major Tenants and all other Tenants (all Tenants which are not Major Tenants are herein referred to as the "OTHER TENANTS"). An Estoppel Certificate executed by any Tenant shall satisfy the condition set forth immediately above in this Section 7.2(a) if it is in substantially the form of the Form Tenant Estoppel Certificate as the same may be modified as necessary to reflect any factual inconsistencies with the statements set forth therein which are necessary to make such certificates accurate and complete as of such date, provided such modifications are not inconsistent with the relevant Lease and any other representations made herein by Seller with respect to such Lease, provided, however, that an Estoppel Certificate executed by any Tenant shall be deemed to satisfy the condition of this Section 7.2(a) so long as it is in the form or contains such specified information as the applicable Lease requires such Tenant to provide and/or contains the qualification by such Tenant of any statement as being to its knowledge or as being subject to any similar qualification. If any modification made to the Form Tenant Estoppel Certificate discloses a material default by Seller under a Lease or materially and adversely affects the net income of the Property, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the ▇▇▇▇▇▇▇ Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; provided, however, that if such modification discloses a default by Seller under this Agreement, then Purchaser shall be entitled to all of its remedies under Section 13.1; but provided further that if such modification discloses a default under this Agreement by Seller that can be cured by the expenditure or payment of money, then Purchaser will not have the right to terminate this Agreement as a result thereof so long as Purchaser receives a credit at Closing in the amount required to cure such default. In addition, if Seller is unable to deliver Estoppel Certificates to Purchaser for any Major Tenants at Closing, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the ▇▇▇▇▇▇▇ Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. (b) In the event that Seller is unable to provide Estoppel Certificates to Purchaser at the Closing for Other Tenants, Seller shall execute and deliver to Purchaser certificates (each, a "SELLER ESTOPPEL CERTIFICATE") substantially in the form and content attached hereto as provided in Exhibit Tenant Estoppel) from tenants of EXHIBIT M (the Property (other than "FORM SELLER ESTOPPEL CERTIFICATE"), as the multi-family Individual Property) as hereinafter set forth. same may be modified by Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing ifas necessary to reflect any factual inconsistencies with the statements set forth therein which are necessary to make such certificates accurate and complete as of such date, as, provided such modifications are not inconsistent with the relevant Lease and when received any other representations made herein by Seller. , covering the particular Other Tenants so that Purchaser shall receive, at Closing, an Estoppel Certificate or a Seller covenants Estoppel Certificate with respect to use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent (50%) all of the gross rentable square feet leased Other Tenants. If Seller delivers Seller Estoppel Certificates to Purchaser in connection with this Agreement, each statement therein shall survive for a period terminating on the earlier of each Individual Property. In (i) twelve (12) months after the event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfiedDate, or (ii) to extend the Closing Date for a period of fourteen (14) days date on which Purchaser has received an executed Estoppel Certificate signed by the Tenant under the Lease in order to facilitate obtaining further estoppelsquestion which is consistent with such statement contained in the Seller's Estoppel Certificate. If and any modification made by Seller to the extent Form Seller has notEstoppel Certificate discloses a material default by Seller under a Lease or materially and adversely affects the net income of the Property, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the ▇▇▇▇▇▇▇ Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; provided, however, that if such modification discloses a default by Seller under this Agreement, then Purchaser shall be entitled to all of its remedies under Section 13.1; but provided further that if such modification discloses a default under this Agreement by Seller that can be cured by the expenditure or payment of money, then Purchaser will not have the right to terminate this Agreement as a result thereof so long as Purchaser receives a credit at Closing in the amount required to cure such default. If Purchaser receives an Estoppel Certificate which contains some but not all of the matters set forth in the Form Tenant Estoppel Certificate (a "PARTIAL CERTIFICATE") and Seller provides a Seller Estoppel Certificate for such Tenant, then (i) if the Partial Certificate is received prior to Closing, the Seller Estoppel Certificate may omit matters contained in the Partial Certificate, and (ii) if the Partial Certificate is received after its good faith efforts Closing, Seller's Estoppel Certificate shall cease to obtain survive as to the samematters contained in the Partial Certificate which are consistent with those matters contained in the Seller's Estoppel Certificate. If any Estoppel Certificate contains statements confirming any of Seller's representations or warranties herein, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) then Seller may shall be relieved of any liability with respect to any such representation or warranty. (c) If any Estoppel Certificates or Seller Estoppel Certificates contain statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contain information inconsistent with any representations of Seller contained in this Agreement and excused Purchaser elects to close the transaction contemplated herein notwithstanding the existence of its obligation to deliver such missing estoppelsstatements, and this condition to Closing allegations or information, then such Estoppel Certificates and/or Seller Estoppel Certificates shall be deemed satisfiedacceptable for purposes of this Section 7.2, notwithstanding the existence of such allegations, statements or (y) Buyer shall deem this Agreement terminatedinformation, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate have no liability to Purchaser hereunder with Buyer in attempting respect to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many the existence of such agreements as reasonably possible prior allegations, statements or information. In addition, (i) if any Estoppel Certificate or Seller Estoppel Certificate contains information that was otherwise disclosed in the Documents delivered to Purchaser during the Evaluation Period pursuant to Section 5.2, Purchaser shall have no right to object to such Estoppel Certificate or Seller Estoppel Certificate after the expiration of the Evaluation Period, and (ii) if any Estoppel Certificate or Seller Estoppel Certificate reflects the fact that a Tenant has not yet accepted or occupied the leased premises and/or has not yet commenced paying rent because the tenant improvements with respect to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who relevant Lease have not theretofore furnished yet been completed and/or that all requirements of the samelandlord under the Lease are not complied with because the tenant improvements are ongoing, but such Estoppel Certificate or Seller Estoppel Certificate does not indicate that the landlord has committed a material default under the relevant Lease, then Purchaser shall have no right to object to such Estoppel Certificate or Seller Estoppel Certificate.

Estoppels. Estoppels (substantially It will be a condition to Closing that Seller obtain from each Major Tenant and a sufficient number of other Tenants at the Property other than Kiosk Tenants in form and content as provided in Exhibit Tenant Estoppel) from tenants order to cover not less than 80% of the Property total rented square footage of the buildings in the aggregate located at the Property, not including total rented square footage leased to Kiosk Tenants under Kiosk Leases, an executed estoppel certificate in the form attached hereto as Exhibit “G” dated not more than forty-five (45) days prior to Closing (unless the Scheduled Closing Date has been extended by Purchaser pursuant to this Agreement), or in the form or limited to the substance prescribed by each Major Tenant’s or, as applicable, other than Tenant’s Lease. Notwithstanding the multi-family Individual Property) as hereinafter set forth. foregoing, Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, asrequest that each Major Tenant and other Tenants in the buildings other than Kiosk Tenants execute an estoppel certificate in the form attached hereto as Exhibit G, and when received by Seller. Seller covenants to request that each Kiosk Tenant execute an estoppel certificate in the form attached hereto as Exhibit G-1, and use good faith, commercially reasonable efforts to obtain estoppels same. Seller shall not be in default of its obligations hereunder if any Major Tenant or other Tenant fails to deliver an estoppel certificate, or delivers an estoppel certificate which is not in accordance with this Agreement; provided, however, that as more fully set forth in Section 9.1(f) below, such failure may constitute the failure to satisfy a condition precedent to Purchaser’s obligation to purchase the Property. For purposes of this subsection, an estoppel certificate will be not be treated as having been received if it contains (i) any material adverse inconsistencies with Seller’s representations or warranties set forth in this Agreement as modified pursuant to Section 8.3 below, or (ii) any material adverse deviation from tenants occupying the form or substance of estoppel required to be delivered by the Tenant hereunder, and, if any estoppel certificate discloses any such material adverse matter not less than fifty percent cured or satisfied by Seller on or before the date which is three (50%3) Business Days prior to the Scheduled Closing Date, then Purchaser shall have the right to terminate this Agreement on or before the Scheduled Closing Date. Purchaser shall be entitled to three (3) Business Days to review each such estoppel certificate and provide reasonable objections thereto prior to Seller sending such estoppel certificate to a Tenant. For purposes of this Section 7.3, an estoppel shall not be deemed to contain a material adverse deviation from the gross rentable square feet leased of each Individual Propertyrequired estoppel form, if (i) the Tenant limits assertions in the estoppel “to Tenant’s Knowledge” or (ii) refuses to confirm whether its Lease contains any extension, expansion, or termination options or rights, storage or parking rights or rental or other concessions. In the event Seller has not obtained the required estoppels in is unable to obtain an executed estoppel certificate from any Tenant (other than a timely fashion as aforesaidMajor Tenant), Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent required under the foregoing paragraph, Seller has notmay, after but is not obligated to, elect to provide an estoppel certificate in the form prescribed by the Lease for each such Tenant, which Purchaser agrees to accept as a valid and binding estoppel certificate; provided that Seller shall not be permitted to provide estoppel certificates for more than 50% of the remaining square footage of the Property (i.e., not including Major Tenants). In the event that the Tenant thereafter delivers an estoppel certificate post-Closing, then Seller shall be automatically released from liability under its estoppel certificate with respect to all consistent matters set forth in the Tenant’s estoppel certificate. Provided that Purchaser delivers to Seller Purchaser’s requested form of Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) prior to the expiration of the Evaluation Period, Seller will also request that the Major Tenants and those Tenants whose Leases require a SNDA signed by a mortgage lender in order for their Leases to be subordinate to the Lender’s Mortgage, execute a reasonable form of SNDA requested by Purchaser concurrently with tendering the estoppel certificates to the Tenants, and Seller will make good faith faith, commercially reasonable efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the samethem.

Estoppels. Estoppels No later than three (3) business days prior to the --------- Closing Date, Seller shall have delivered to Buyer estoppel certificates ("Estoppels") substantially in the form of Exhibit D attached hereto and content as provided in Exhibit Tenant Estoppel) incorporated herein, from GenRad, Inc., Ornetix Network Products ("Ornetix"), PC-tel, Inc., County of Santa ▇▇▇▇▇ and VLSI Technology, Inc. and from such additional tenants of the Property under Leases (other excluding Buyer) such that the Estoppels cover no less than seventy percent (70%) of the multioccupied square footage of the Building (excluding square footage leased by Buyer). If Seller has not delivered such Estoppels on or before the Closing Date, Buyer shall notify Seller in writing as to the status of such Estoppels, and Seller may, but shall not be obligated to, execute a Seller estoppel or estoppels ("Seller Estoppel") in the form of Exhibit E attached hereto and incorporated herein, certifying as to the status of any Lease for which an Estoppel has not been received, and Buyer shall accept a Seller Estoppel in lieu of Estoppels from tenants, to the extent necessary to satisfy the percentage closing condition described above. Notwithstanding the foregoing, (a) Seller shall be required to deliver a Seller Estoppel for Ornetix if Ornetix does not furnish an Estoppel, and (b) Seller shall not be permitted to furnish, and Buyer need not accept, a Seller Estoppel for GenRad, Inc., PC-family Individual Property) as hereinafter set forthtel, Inc., County of Santa ▇▇▇▇▇ or VLSI Technology, Inc. (collectively, the "Required Tenants"). Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to shall use commercially reasonable efforts to obtain estoppels Estoppels from all tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased Property but shall be under no obligation to execute any Seller Estoppel (except with respect to Ornetix). The failure to obtain Estoppels from any of each Individual Propertythe Required Tenants or to provide the Estoppels in the percentage required above shall not constitute a default by Seller hereunder, but shall only constitute a failure of a closing condition entitling Buyer to terminate the Agreement and receive a refund of the Deposit. In Notwithstanding anything to the event contrary stated in this Section 3.3, if the provisions of any Lease allow a tenant to submit a tenant estoppel certificate which contains different or less information than provided for in Exhibit D, and such tenant furnishes such an estoppel certificate based on the requirements of its Lease, such estoppel shall be deemed sufficient for the purposes hereof notwithstanding the fact that it may not be in the form of Exhibit D. Seller's liability under any Seller has not obtained Estoppel shall terminate as of the required estoppels in a timely fashion as aforesaidearlier to occur of (i) the ninetieth (90th) day following the Closing (or the one hundred eightieth (180th) day, Buyerwith respect to Ornetix), at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) the date on which Seller delivers to extend Buyer the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppelsEstoppel from the relevant tenant. If and to the extent that Buyer's lender requires tenant estoppel certificates from a greater number of tenants or in a different form than is required under this Section 3.3, satisfaction of such lender requirements shall not be a condition to Buyer's obligation to perform its obligations under this Agreement and Seller has notshall have no obligation to comply with such lender requirements. Additionally, after once Estoppels are delivered to Buyer, Seller shall have no obligation to update any Estoppel nor shall any such updating be a condition to Buyer's obligation to perform its good faith efforts to obtain obligations under this Agreement. Buyer shall have the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extensionoption, in its sole discretion, at any time prior to Closing, to terminate this Agreement by written notice thereof to Seller, if (i) the requisite Estoppels as set forth above are not delivered to Buyer by such time or (ii) any such requisite Estoppel reflects a material and adverse deviation from matters shown on the Rent Roll (as defined in Section 9.1(j) of this Agreement); provided, however, that Buyer shall first provide written notice to Seller of any such material adverse deviation or of Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation intention to terminate due to failure to deliver the requisite Estoppels (either, an "Estoppel Deficiency") together with a copy of the relevant Estoppel(s) and upon receipt of such missing estoppelsnotice Seller shall have the right, at its option, to attempt to cure or reconcile such Estoppel Deficiency and this condition to the Closing shall be deemed satisfiedextended for five (5) business days to allow Seller to accomplish such cure or reconciliation. If Seller is unable to effect a cure or reconciliation or elects not to cure or reconcile (or not to continue attempts to cure or reconcile) and Buyer elects to terminate this Agreement pursuant to its aforesaid right, the Deposit and all interest earned accrued thereon shall be returned to Buyer and neither party shall have any further liability under this Agreement except for those which expressly survive such termination. For purposes hereof, the term "material adverse deviation" shall mean (a) a deviation or deviations from the state of facts set forth in the Rent Roll which is not refuted by written evidence in Seller's possession or control, or (yb) Buyer shall deem this Agreement terminateda claim of a landlord default which has been made in accordance with a tenant's lease; and which deviation or claim, and if true, would, in the Deposit shall be paid aggregate, result in a reduction in the net income from the Property (either by virtue of a reduction in the reported rental stream or an increase in landlord liability) of more than $50,000.00. In respect to Buyer. Seller shall reasonably cooperate with Buyer deviations from the Rent Roll which result in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt a net income reduction of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore$50,000.00 or less, Seller shall, at its option, either cure or reconcile such deviations as provided above or provide Buyer with a credit against the Purchase Price for the amount of any uncured or unreconciled deviation at Closing. A "material adverse deviation" shall also include a period deviation or deviations from the stated expiration dates of up to ninety (90) Leases the result of which is that tenants occupying at least 10,000 square feet of space claim that the expiration dates of their Leases are at least 180 days following later than the Closing, reasonably cooperate with Buyer dates set forth in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the sameRent Roll.

Estoppels. Estoppels Prior to the Closing, (i) Seller will request that RGI complete an estoppel certificate substantially on the terms set forth in Section 2.2(f) of the Shareholders’ Agreement, with such changes as have been agreed to by RGI and Buyer, and (ii) Seller has requested that the Company obtain, and endeavor to obtain from the Company, (a) completed tenant estoppel certificates from each of the Identified Tenants, substantially in the forms attached hereto as Exhibit G, and (b) a completed lender estoppel certificate from the Senior Lender, substantially in the form attached hereto as Exhibit H. Seller shall deliver any such estoppel certificates to Buyer promptly upon receipt by Seller and content as provided in Exhibit Tenant Estoppel) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees shall use its reasonable efforts to deliver copies of tenant estoppels cause to be delivered to Buyer prior to the Closing if, as, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels completed estoppel certificates from tenants occupying not less than fifty percent (50%) each of the gross rentable square feet leased of each Individual PropertyIdentified Tenants. In the event Seller has not obtained the required estoppels in a timely fashion as aforesaidThe form estoppel certificates shall be subject to (i) non-material modifications thereof, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) modifications thereof to extend conform the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and same to the extent Seller has not, after its good faith efforts applicable Lease or other information delivered to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible Company prior to the Closing Datedate hereof and (iii) limiting its statements “to Tenant’s knowledge”, “Senior Lender’s knowledge” or “RGI’s knowledge”, as applicable (or words of similar import)). Furthermore, The failure or inability of Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain such completed estoppel certificates from tenants who have shall not theretofore furnished be a condition to Buyer’s obligation to consummate the sameContemplated Transactions or otherwise affect Buyer’s obligations under this Agreement, and Seller shall not be required to expend any money, provide any financial or other accommodations or commence any litigation in connection with obtaining any estoppel certificates.

Estoppels. Estoppels (a) Seller shall send estoppel certificates (each, an "ESTOPPEL CERTIFICATE") in the form attached hereto as EXHIBIT G (the "FORM TENANT ESTOPPEL CERTIFICATE") to each Tenant occupying space at the Property on the Effective Date. It shall be a condition precedent to Purchaser's obligation to purchase the Property pursuant to this Agreement that Seller provide to Purchaser, prior to Closing, Estoppel Certificates executed by the Major Tenants and all other Tenants (all Tenants which are not Major Tenants are herein referred to as the "OTHER TENANTS"). An Estoppel Certificate executed by any Tenant shall satisfy the condition set forth immediately above in this Section 7.2(a) if it is in substantially the form of the Form Tenant Estoppel Certificate as the same may be modified as necessary to reflect any factual inconsistencies with the statements set forth therein which are necessary to make such certificates accurate and complete as of such date, provided such modifications are not inconsistent with the relevant Lease and any other representations made herein by Seller with respect to such Lease, provided, however, that an Estoppel Certificate executed by any Tenant shall be deemed to satisfy the condition of this Section 7.2(a) so long as it is in the form or contains such specified information as the applicable Lease requires such Tenant to provide and/or contains the qualification by such Tenant of any statement as being to its knowledge or as being subject to any similar qualification. If any modification made to the Form Tenant Estoppel Certificate discloses a material default by Seller under a Lease or materially and adversely affects the net income of the Property, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the ▇▇▇▇▇▇▇ Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; provided, however, that if such modification discloses a default by Seller under this Agreement, then Purchaser shall be entitled to all of its remedies under Section 13.1; but provided further that if such modification discloses a default under this Agreement by Seller that can be cured by the expenditure or payment of money, then Purchaser will not have the right to terminate this Agreement as a result thereof so long as Purchaser receives a credit at Closing in the amount required to cure such default. In addition, if Seller is unable to deliver Estoppel Certificates to Purchaser for any Major Tenants at Closing, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the ▇▇▇▇▇▇▇ Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. (b) In the event that Seller is unable to provide Estoppel Certificates to Purchaser at the Closing for Other Tenants, Seller shall execute and deliver to Purchaser certificates (each, a "SELLER ESTOPPEL CERTIFICATE") substantially in the form and content attached hereto as provided in Exhibit Tenant Estoppel) from tenants of EXHIBIT M (the Property (other than "FORM SELLER ESTOPPEL CERTIFICATE"), as the multi-family Individual Property) as hereinafter set forth. same may be modified by Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing ifas necessary to reflect any factual inconsistencies with the statements set forth therein which are necessary to make such certificates accurate and complete as of such date, as, provided such modifications are not inconsistent with the relevant Lease and when received any other representations made herein by Seller. , covering the particular Other Tenants so that Purchaser shall receive, at Closing, an Estoppel Certificate or a Seller covenants Estoppel Certificate with respect to use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent (50%) all of the gross rentable square feet leased Other Tenants. If Seller delivers Seller Estoppel Certificates to Purchaser in connection with this Agreement, each statement therein shall survive for a period terminating on the earlier of each Individual Property. In (i) twelve (12) months after the event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfiedDate, or (ii) to extend the Closing Date for a period of fourteen (14) days date on which Purchaser has received an executed Estoppel Certificate signed by the Tenant under the Lease in order to facilitate obtaining further estoppelsquestion which is consistent with such statement contained in the Seller's Estoppel Certificate. If and any modification made by Seller to the extent Form Seller has notEstoppel Certificate discloses a material default by Seller under a Lease or materially and adversely affects the net income of the Property, then Purchaser may terminate this Agreement by written notice to Seller and receive the prompt return of the ▇▇▇▇▇▇▇ Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; provided, however, that if such modification discloses a default by Seller under this Agreement, then Purchaser shall be entitled to all of its remedies under Section 13.1; but provided further that if such modification discloses a default under this Agreement by Seller that can be cured by the expenditure or payment of money, then Purchaser will not have the right to terminate this Agreement as a result thereof so long as Purchaser receives a credit at Closing in the amount required to cure such default. If Purchaser receives an Estoppel Certificate which contains some but not all of the matters set forth in the Form Tenant Estoppel Certificate (a "PARTIAL CERTIFICATE") and Seller provides a Seller Estoppel Certificate for such Tenant, then (i) if the Partial Certificate is received prior to Closing, the Seller Estoppel Certificate may omit matters contained in the Partial Certificate, and (ii) if the Partial Certificate is received after its good faith efforts Closing, Seller's Estoppel Certificate shall cease to obtain survive as to the samematters contained in the Partial Certificate which are consistent with those matters contained in the Seller's Estoppel Certificate. If any Estoppel Certificate contains statements confirming any of Seller's representations or warranties herein, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) then Seller may shall be relieved of any liability with respect to any such representation or warranty. (c) If any Estoppel Certificates or Seller Estoppel Certificates contain statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contain information inconsistent with any representations of Seller contained in this Agreement and excused Purchaser elects to close the transaction contemplated herein notwithstanding the existence of its obligation to deliver such missing estoppelsstatements, and this condition to Closing allegations or information, then such Estoppel Certificates and/or Seller Estoppel Certificates shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt acceptable for purposes of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the same.this

Estoppels. Estoppels It will be a condition to Closing that Seller obtain and deliver to Purchaser, from the Major Tenant and other Tenants leasing space which when added to the Major Tenant aggregates at least 80% of the leased space within the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-1, except that Seller has agreed to submit the estoppel certificate with respect to the Major Tenant on the form attached hereto as Exhibit D-2 (substantially in however, it is understood that, with respect to the Major Tenant, the form and content prescribed by the Major Tenant’s Tenant Lease shall satisfy the requirement of this Section 7.2); provided, however, (i) the modification or deletion of paragraph 14 of the form of estoppel certificate attached as Exhibit D-1 by any Tenant will not be deemed a material modification which would cause such tenant estoppel certificate to fail to satisfy the requirements for an acceptable estoppel certificate under this Section 7.2; (ii) except as provided in Exhibit Tenant Estoppel(iii) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing ifbelow, as, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent (50%) of the gross rentable square feet leased of each Individual Property. In the event Seller has not obtained the required estoppels in a timely fashion as aforesaid, Buyer, at its sole discretion, may elect (I) to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or (ii) to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent that the form as so completed requires information not required of a Tenant under the provisions of its Tenant Lease, Seller has not, after its will exercise good faith efforts to obtain the same, obtained an estoppel from those tenants certificate for such Tenant in the form completed as required aforesaidprovided below, during said fourteen (14) day extensionor in a form as close thereto as reasonably possible, but in Buyer's sole and absolute discretionany event an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall satisfy the requirement of this Section 7.2, (xiii) Seller may be relieved will submit the form attached hereto as Exhibit D-2 to the Major Tenant, but in any event an estoppel certificate executed by the Major Tenant in the form prescribed by its Tenant Lease shall satisfy the requirement of this Section 7.2, (iv) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and excused delivered by Seller to Purchaser, provided that the information included in such estoppel is not materially inconsistent with the information included in the estoppel form completed for such Tenant pursuant to the below provisions of its obligation this Section 7.2 and (v) if Purchaser does not furnish written notice to deliver Seller of any specific objections to any estoppel certificate modified by a Tenant (whether in draft form or executed by the Tenant) and submitted to Purchaser within three (3) days of receipt, such missing estoppels, and this condition to Closing revised estoppel shall be deemed satisfiedapproved by Purchaser. No later than one (1) Business Day after the Effective Date, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit D-1 (or, with respect to the Major Tenant, Exhibit D-2 or the form prescribed by the Major Tenant’s Tenant Lease) and containing the information contemplated thereby, for all Tenants. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (yii) Buyer setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit D-1 (or, with respect to the Major Tenant, Exhibit D-2 or the form prescribed by the Major Tenant’s Tenant Lease). Within one (1) Business Day following Seller’s receipt of Purchaser’s approval of the completed forms and/or the changes Purchaser desires to be made to the forms, Seller shall deem this Agreement terminated, deliver to the Tenants the forms approved by Purchaser and the Deposit shall be paid other forms completed by Seller pursuant to Buyer. the immediately preceding sentence and Seller shall reasonably cooperate with Buyer in attempting make reasonable inquiries to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order Tenant to facilitate receipt of as many of such agreements as reasonably possible encourage Tenant to return the estoppels prior to the Closing Dateexpiration of the Inspection Period. FurthermoreNotwithstanding anything contained herein to the contrary, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting no event shall Seller’s failure to obtain the required number of acceptable estoppel certificates from tenants who have not theretofore furnished in accordance with the sameprovisions of this Section 7.2 constitute a default by Seller under this Agreement.

Estoppels. Estoppels (substantially in form a) In accordance with the further terms and content as provided in Exhibit Tenant Estoppel) from tenants conditions of the Property (other than the multi-family Individual Property) as hereinafter set forth. this Section 18, Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to shall use its commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from all the tenants under the Leases. Notwithstanding the foregoing, it will only be a condition to Purchaser’s obligation to consummate Closing that Seller obtain estoppels and deliver to Purchaser executed Tenant Estoppels from (i) 100% of tenants occupying not less than fifty leasing 10,000 or more square feet of space in the Improvements (“Major Tenants”), and (ii) other tenants leasing at least sixty percent (5060%) of the gross remaining aggregate of the leased rentable square feet leased footage of the Improvements (collectively, the “Required Estoppels”). (b) The form of the Tenant Estoppel shall be on each Individual Propertytenant’s standard estoppel form. Purchaser shall, within two (2) business days after Purchaser's receipt of any executed Tenant Estoppels from Seller, respond to Seller in writing with any specific comments or concerns that Purchaser has with respect to such Tenant Estoppels as a result of Purchaser's review of such Tenant Estoppels and the applicable Lease for such tenant. If Purchaser fails to respond to Seller within such two (2) business day period, the Tenant Estoppels delivered by Seller shall be deemed accepted by Purchaser. (c) Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant’s Lease shall satisfy the delivery requirement for such tenant under this Agreement. In the event Seller has been unable to obtain the Required Estoppels at or prior to Closing, Seller shall have the right, upon written notice to Purchaser, to extend the Closing Date by up to ten (10) days in order to allow Seller additional time to obtain all Required Estoppels. Seller shall have no obligation to update any Tenant Estoppels described in this Section 18 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Purchaser has not obtained received the required estoppels Required Estoppels in accordance with the terms of this Section 18 at or before the scheduled Closing (as may be extended), Seller shall not be deemed in default of this Agreement, but rather a timely fashion as aforesaidfailure of a condition to Closing shall have occurred, Buyerand Purchaser shall have the right to (i) terminate this Agreement by delivery of written notice to Seller, at its sole discretionin which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser promptly and neither Seller nor Purchaser shall have any further rights or obligations hereunder, may elect (I) except for those obligations which are expressly stated in this Agreement to accept such estoppels as have been obtained and deem survive any termination of this requirement of Closing satisfiedAgreement, or (ii) waive such requirement and proceed to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the same.

Estoppels. Estoppels (substantially in form and content as provided in Exhibit Tenant Estoppeli) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to shall use commercially reasonable efforts to obtain estoppels from tenants occupying not less than fifty percent an estoppel certificate executed with respect to those agreements set forth on Schedule 3.4(e) (50%) of the gross rentable square feet leased of each Individual Property. In the event Seller has not obtained the required estoppels a “Requested Estoppel”), which estoppel certificate shall be in a timely fashion as aforesaid, form and substance acceptable to Buyer, at its sole discretionacting reasonably. The receipt of any Requested Estoppel shall not be a condition to Buyer’s obligation to consummate the Closing, may elect (I) and the non-receipt of any Requested Estoppel or any matter raised in any Requested Estoppel shall not constitute grounds to accept such estoppels as have been obtained and deem this requirement of Closing satisfied, or refuse to consummate the Closing. Seller’s failure to deliver any Requested Estoppel shall not constitute a default by Seller. (ii) to extend the Closing Date for a period of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith shall use commercially reasonable efforts to obtain a Required Estoppel from each of the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, Required Estoppel Parties; provided that (x) Seller may be relieved and excused of its shall have no obligation to (a) incur any material cost or liability in connection with obtaining same, (b) make any payments or to grant any concessions under the agreements to which such Required Estoppel relates, (c) declare any Required Estoppel Party in default under such applicable agreement or (d) initiate any proceedings thereunder or with respect thereto and (y) if a Required Estoppel Party is required or permitted under the terms of the applicable agreement to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit J, then Buyer shall accept any modifications made to such form of Required Estoppel to the extent that such modifications to the form are consistent with the minimum requirements set forth in the applicable agreement (it being understood by Buyer that a Required Estoppel Party shall not be required to make any certifications not specifically enumerated in the applicable agreement even if the Required Estoppel Party is required to certify to any additional items “reasonably requested”); provided further that if Seller is unable to obtain either Required Estoppel as of the Closing Date to satisfy such condition, then Seller shall deliver certificates executed by Seller in the form attached as Exhibit I hereto (the “Seller Estoppels”). Any such missing estoppelsSeller Estoppel shall be dated as of the Closing Date and shall be subject to the limitations set forth in Section 11.1, and this condition Section 11.3 (provided that the Cap Limitation with respect to Closing the Seller Estoppels shall be deemed satisfiedto be Two Million and No/100 Dollars ($2,000,000.00)), or (y) Buyer shall deem this Agreement terminatedSection 11.5, Section 11.6 and the Deposit shall be paid to BuyerSection 11.7. Seller shall reasonably cooperate be released from any liability with Buyer in attempting respect to obtain any Seller Estoppel upon the earlier of (i) termination of this Agreement, (ii) one (1) year from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date, and (iii) the delivery to Buyer of a Required Estoppel from such Required Estoppel Party for which Seller has delivered such Seller Estoppel. Furthermore, Seller shall, for Seller’s failure to deliver any Required Estoppel shall not constitute a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the samedefault by Seller.

Estoppels. Estoppels (substantially in form and content as provided in Exhibit Tenant Estoppel) from tenants of the Property (other than the multi-family Individual Property) as hereinafter set forth. Seller agrees to deliver copies of tenant estoppels shall have delivered to Buyer prior to the Closing ifDate, asTenant estoppels, executed within sixty (60) days of the Closing Date and in the form of Exhibit "E-3" without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel Exceptions (as defined below) ("Tenant Estoppels") from (i) each of the Tenants leasing more than 3500 square feet of net rentable area in the Property on or before the Effective Date, and when received by Seller. Seller covenants to use commercially reasonable efforts to obtain estoppels from tenants occupying (ii) Tenants leasing, in the aggregate, not less than fifty eighty-five percent (5085%) of total leased space in the gross rentable square feet Property (it being understood and agreed that Leases entered into after the Effective Date and approved or deemed approved by Buyer shall be deemed to have approved Tenant Estoppels); provided, however, that, with respect to one or more particular premises in the Property, Seller may, in lieu of delivering to Buyer a Tenant Estoppel to meet such condition, deliver a "Seller's Estoppel" with respect to such leased space, in the form of each Individual Property. In Exhibit "E-4" attached hereto, subject only to Permitted Estoppel Exceptions, in the event that Seller has does not obtained obtain such estoppel from a Tenant prior to the required estoppels Closing Date; provided, further, however, that in a timely fashion as aforesaid, the event that Seller obtains any such Tenant Estoppel after the Closing Date and delivers the same to Buyer, at its sole discretionthen Seller's Estoppel shall be of no further force and effect with respect to the Lease covered by such Tenant Estoppel delivered after the Closing Date, may elect if and to the extent that the Tenant Estoppel is consistent with the previously delivered Seller's Estoppel. As used herein, "Permitted Estoppel Exceptions" means information (Ii) to accept consistent with the Lease of the Tenant, or inconsistent with such estoppels as have been obtained and deem this requirement of Closing satisfiedLease in an immaterial respect, or (ii) made available to extend Buyer during the Closing Date for a period of fourteen (14) days Investigation Period in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in connection with Buyer's sole and absolute discretion, (x) Seller may be relieved and excused review of its obligation materials pursuant to deliver such missing estoppels, and this condition to Closing shall be deemed satisfied, or (y) Buyer shall deem this Agreement terminated, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the sameSection 5 above.

Estoppels. Estoppels Within three (3) business days following the Effective Date, Seller shall deliver to Buyer for its review and approval an estoppel certificate substantially in the form attached hereto as Exhibit B (or in such other forms as are received from Tenants pursuant to the terms of their respective Leases) as modified to reflect the terms of the particular Lease, to be submitted to each Tenant of the leased space at the Property. Buyer shall within five (5) business days after receipt of such forms provide Seller with any specific concerns arising as a result of Buyer’s review of the Leases, and content promptly after Seller revises such estoppel letters to address such concerns, Seller shall submit such revised estoppel letters (the “Required Lease Estoppel Letter”) to such tenants for execution and delivery to Buyer. No later than three (3) days after receipt from a tenant, Seller shall deliver such tenant’s estoppel letter to Buyer. All estoppel letters shall be dated not more than thirty (30) days prior to the date of Closing. Seller shall deliver to Buyer no later than three (3) days prior to Closing, the Required Lease Estoppel Letter from (i) all of the major tenants (defined as provided in Exhibit Tenant EstoppelATI Physical Therapy, ▇’▇▇▇▇▇▇ Auto Parts, Jewel-Osco and Chase Bank) from and (ii) at least 50% of the remaining tenants of the Property (other than the multi-family Individual Property) as hereinafter set forthmeasured by rentable square footage. If Seller agrees to deliver copies of tenant estoppels to Buyer prior to Closing if, as, and when received by Seller. Seller covenants to use commercially reasonable efforts is unable to obtain estoppels from tenants occupying and deliver sufficient tenant estoppel letters as required under this Section 8.k, or if the letters received contain material default or material exceptions, then Seller will not less than fifty percent (50%) of be in default by reason thereof, but Buyer may, by notice given to Seller before the gross rentable square feet leased of each Individual Property. In the event Seller has not obtained the required estoppels in a timely fashion as aforesaidClosing, Buyer, at its sole discretion, may elect (Ii) to accept such estoppels as have been obtained waive said conditions and deem this requirement proceed with the Closing, but with a right to cure any breach of Closing satisfiedany representation and warranty caused thereby, or (ii) to extend terminate this Agreement and receive a refund of the Closing Date for a period ▇▇▇▇▇▇▇ Money or return of fourteen (14) days in order to facilitate obtaining further estoppels. If and to the extent Seller has not, after its good faith efforts to obtain the same, obtained an estoppel from those tenants as required aforesaid, during said fourteen (14) day extension, in Buyer's sole and absolute discretion, (x) Seller may be relieved and excused ’s Letter of its obligation to deliver such missing estoppels, and this condition to Closing shall be deemed satisfiedCredit, or (yiii) if the material default or material exception is with respect to uncompleted landlord’s work relating to a leased premises, unpaid allowances related to tenant improvements or tenants’ initial move-in to such premises or any unpaid lease improvements and such amounts are not then due and owing, to require Seller to escrow sufficient funds to discharge the same including in the case of a dispute which Seller seeks to contest in good faith, at least 100% of the amount necessary to satisfy the claim. If Buyer shall deem LEGAL02/38577646v9 elects to terminate this Agreement terminatedAgreement, and the Deposit shall be paid to Buyer. Seller shall reasonably cooperate with Buyer in attempting to obtain from tenants such subordination, non-disturbance and attornment agreements neither party will have any further rights or obligations hereunder except as required by Buyer's lender in order to facilitate receipt of as many of such agreements as reasonably possible prior to the Closing Date. Furthermore, Seller shall, for a period of up to ninety (90) days following the Closing, reasonably cooperate with Buyer in attempting to obtain estoppel certificates from tenants who have not theretofore furnished the sameexpressly set forth herein.