AGENT AND
THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS, LIABILITIES OR OBLIGATIONS
UNDER THIS AGREEMENT, EXCEPT SUCH RIGHTS, LIABILITIES AND OBLIGATIONS THAT
EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
IF, HOWEVER, THE PURCHASER
FAILS TO EXERCISE ITS RIGHT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE
TERMS HEREOF, THE SELLERS SHALL BE DEEMED TO HAVE SATISFIED THE TENANT ESTOPPEL
REQUIREMENT.
ANY LANDLORD ESTOPPEL CERTIFICATE SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 11.4.
IN ADDITION, THE APPLICABLE SELLER SHALL BE
RELEASED FROM ANY LIABILITY WITH RESPECT TO ANY LANDLORD ESTOPPEL CERTIFICATE
THAT IT EXECUTED UPON THE DELIVERY TO THE PURCHASER OF A TENANT ESTOPPEL
CERTIFICATE FROM THE TENANT FOR WHICH SUCH SELLER HAS DELIVERED SUCH LANDLORD
ESTOPPEL CERTIFICATE (BUT ONLY TO THE EXTENT SUCH TENANT ESTOPPEL CERTIFICATE
(I) IS CONSISTENT WITH SUCH LANDLORD ESTOPPEL CERTIFICATE AND (II) IS DELIVERED
TO THE PURCHASER NO LATER THAN SIXTY (60) DAYS FOLLOWING THE CLOSING DATE).
NOTWITHSTANDING THE FOREGOING, BUT SUBJECT TO THE PROVISIONS OF SECTION 3.4(L),
NO TENANT ESTOPPEL CERTIFICATE NOR ANY LANDLORD ESTOPPEL CERTIFICATE DELIVERED
BY THE SELLERS SHALL BE DEEMED TO SATISFY THE TENANT ESTOPPEL REQUIREMENT IF IT
REFLECTS ANY MATERIALLY ADVERSE STATE OF FACTS OR CIRCUMSTANCE THAT IS
INCONSISTENT WITH OR NOT REFLECTED IN THE INFORMATION SET FORTH IN THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, UPON THE RENT ROLL ATTACHED HERETO AS
EXHIBIT BB OR ANY OF THE OTHER EXHIBITS HERETO); IT BEING ACKNOWLEDGED AND
AGREED THAT ANY TENANT ESTOPPEL CERTIFICATE OR LANDLORD ESTOPPEL CERTIFICATE
THAT REFLECTS THE OCCURRENCE OF ANY EVENT OR CHANGE IN THE STATE OF FACTS FIRST
ARISING AFTER THE DATE HEREOF AND PRIOR TO THE CLOSING SHALL BE ACCEPTABLE
(WITHOUT LIMITING ANY OTHER CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION
TO CONSUMMATE THE CLOSING, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS TO
CLOSING SET FORTH IN SECTION 3.1(N)) PROVIDED, THAT SUCH EVENT OR CHANGE IN THE
STATE OF FACTS WAS NOT CAUSED BY THE SELLERS IN BREACH OF ANY OF ITS OBLIGATIONS
HEREUNDER.
THE SELLERS WILL PROMPTLY DELIVER TO THE PURCHASER THE TENANT
ESTOPPEL CERTIFICATES WHEN AND AS RECEIVED (AND IN ANY EVENT WITHIN TWO (2)
BUSINESS DAYS AFTER RECEIVED).
IN RECOGNITION OF THE PROCESSING TIME THAT WILL
BE NEEDED BY THE PURCHASER TO ANALYZE EACH TENANT ESTOPPEL CERTIFICATE, THE
PARTIES AGREE THAT, IN THE EVENT THAT ELEVEN (11) OR MORE TENANT ESTOPPEL
CERTIFICATES ARE DELIVERED TO THE PURCHASER AFTER THE DATE THAT IS THREE (3)
BUSINESS DAYS PRIOR TO THE CLOSING, THEN, IN SUCH EVENT, THE ORIGINALLY
SCHEDULED CLOSING DATE SHALL BE AUTOMATICALLY EXTENDED TO THE DATE THAT IS THREE
(3) BUSINESS DAYS FOLLOWING THE DATE OF THE DELIVERY OF THE LAST TENANT ESTOPPEL
CERTIFICATE REQUIRED TO SATISFY THE TENANT ESTOPPEL REQUIREMENT; PROVIDED,
HOWEVER, THAT AT PURCHASER'S ELECTION, PURCHASER MAY ELECT TO WAIVE THE
EXTENSION OF THE CLOSING DATE AND RETAIN THE ORIGINALLY SCHEDULED CLOSING DATE
BY WRITTEN NOTICE TO SELLER NO LATER THAN ONE (1) BUSINESS DAY PRIOR TO THE
ORIGINALLY SCHEDULED CLOSING DATE.
(J)
SUBJECT TO THE PROVISIONS OF SECTION 3.4(B) THROUGH
SECTION 3.4(D) AND SECTION