FACILITATING THIS TRANSACTION DIRECTLY OR INDIRECTLY ON BEHALF OF, ANY SUCH
PERSON, GROUP, ENTITY, OR NATION.
EACH PARTY HEREBY AGREES TO DEFEND,
INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND COSTS) ARISING FROM OR RELATED TO ANY BREACH OF THE
FOREGOING REPRESENTATION AND WARRANTY.
15.22
NOTICE TO BUYER.
THE PROPERTY IS LOCATED IN AN ENERGY CORRIDOR
DISTRICT, A SPECIAL TAXING DISTRICT IN HARRIS COUNTY, TEXAS, WHICH CURRENTLY
LEVIES TAXES AT A RATE OF $0.10 PER $100 OF HARRIS COUNTY ASSESSED VALUE.
SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT
IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY
WITHIN SUCH DISTRICTS.
PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF
SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A
26
DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL
LEVIES.
BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE
AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL
LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN
INCREASE IN SUCH MILL LEVIES.
16.
ESTOPPEL CERTIFICATES.
SELLER SHALL USE REASONABLE, DILIGENT AND
GOOD FAITH EFFORTS TO OBTAIN FROM THE TENANTS OF THE PROPERTY AN EXECUTED
ESTOPPEL CERTIFICATE ("ESTOPPEL CERTIFICATE"), DATED NO EARLIER THAN THIRTY (30)
DAYS PRIOR TO AND DELIVERED NOT LATER THAN FIVE (5) DAYS PRIOR TO THE CLOSING
DATE ("ESTOPPEL RETURN DATE), SUBSTANTIALLY IN THE FORM ATTACHED TO THIS
AGREEMENT AS EXHIBIT H OR IN THE FORM REQUIRED BY THE APPLICABLE TENANT'S
LEASE.
IT SHALL BE A CONDITION TO BUYER'S OBLIGATION TO CLOSE UNDER THIS
AGREEMENT THAT SELLER OBTAIN AN ESTOPPEL CERTIFICATE REASONABLY ACCEPTABLE TO
BUYER FROM TENANTS WHO OCCUPY, IN THE AGGREGATE, AT LEAST 80% OF THE RENTABLE
SQUARE FOOTAGE IN THE PROPERTY AND FOR EACH LEASE OF MORE THAN 10,000 SQUARE
FEET.
AT LEAST FIVE (5) DAYS PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE
PERIOD, SELLER SHALL COMPLETE AND DELIVER THE FORM OF ESTOPPEL CERTIFICATE FOR
EACH LEASE TO THE BUYER.
BUYER SHALL NOTIFY SELLER OF ANY REASONABLE CHANGES
REQUIRED TO CORRECT SUCH ESTOPPEL CERTIFICATE AT OR PRIOR TO THE EXPIRATION OF
THE DUE DILIGENCE PERIOD.
SELLER SHALL MAKE SUCH CHANGES PRIOR TO SUBMITTING
THE ESTOPPEL CERTIFICATE TO THE APPLICABLE TENANT.
In the event that Seller is unable to satisfy the Estoppel Certificate condition
by the Estoppel Return Date, Seller shall not be in default under this
Agreement. However, if the Estoppel Certificate condition is not fulfilled as of
the Estoppel Return Date, then, for three (3) business days thereafter, Buyer
shall have the option either to (i) waive the condition, (ii) extend the Closing
Date for up to fourteen (14) days to allow Seller more time to obtain additional
estoppel certificates; or (iii) terminate this Agreement, in which event all of
the Deposit shall be returned to Buyer.