WHERE THE APPLICABLE TENANT IS A NATIONAL TENANT OR IS A REGIONALLY RECOGNIZED
CHAIN, IF IT IS IN THE STANDARD FORM GENERALLY USED BY SUCH TENANT.
IN
ADDITION, THOSE PROVISIONS OF THE APPLICABLE TENANT ESTOPPEL CERTIFICATES
RESPECTING DEFAULTS, DEFENSES, DISPUTES, CLAIMS, OFFSETS, ABATEMENTS,
CONCESSIONS AND RECAPTURES AGAINST RENT AND OTHER CHARGES MAY BE LIMITED TO THE
KNOWLEDGE OF THE APPLICABLE TENANT.
THE SELLERS AGREE TO INCLUDE THE MATTERS
DESCRIBED ON EXHIBIT NN ATTACHED HERETO (COLLECTIVELY, THE "ADDITIONAL REQUESTED
TENANT ESTOPPEL MATTERS") IN THE APPLICABLE TENANT ESTOPPEL CERTIFICATES
FURNISHED TO THE APPLICABLE TENANTS IDENTIFIED ON SUCH EXHIBIT NN; PROVIDED,
HOWEVER, THAT IT SHALL NOT BE A CONDITION OF THE PURCHASER'S OBLIGATION TO
CONSUMMATE THE CLOSING THAT THE TENANT ESTOPPEL CERTIFICATES EXECUTED AND
DELIVERED BY SUCH TENANTS CONTAIN THE ADDITIONAL REQUESTED ESTOPPEL MATTERS.
THE SELLERS' SOLE OBLIGATION HEREUNDER WITH RESPECT TO TENANT ESTOPPEL
CERTIFICATES SHALL BE TO UTILIZE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
TENANT ESTOPPEL CERTIFICATES FROM EACH TENANT (AND, AS USED IN THIS AGREEMENT,
COMMERCIALLY REASONABLE EFFORTS SHALL NOT INCLUDE ANY OBLIGATION TO INSTITUTE
LEGAL PROCEEDINGS OR TO EXPEND ANY MONIES).
NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, IN THE EVENT THAT THE SELLERS ARE UNABLE TO OBTAIN A TENANT
ESTOPPEL CERTIFICATE FROM ANY PARTICULAR TENANT UNDER ANY LEASE (EACH, A
"DESIGNATED LEASE"), THE SELLERS MAY (BUT SHALL NOT BE OBLIGATED TO), AT ANY
TIME PRIOR TO THE CLOSING: (1) DELIVER (FOR THE DESIGNATED LEASES, OTHER THAN
ANY MATERIAL LEASES, COVERING AN AMOUNT UP TO NOT MORE THAN TEN PERCENT (10%) OF
THE LEASED GROSS LEASEABLE AREA OF EACH PROPERTY COVERED BY LEASES IN EFFECT AS
OF THE CLOSING DATE DETERMINED ON A PROPERTY BY PROPERTY BASIS) TO THE PURCHASER
ON THE CLOSING DATE A CERTIFICATE (EACH, A "LANDLORD ESTOPPEL CERTIFICATE") IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT P EXECUTED BY THE APPLICABLE
SELLER THAT OWNS THE APPLICABLE PROPERTY, AND IN SUCH EVENT, THE SELLERS SHALL
BE DEEMED TO HAVE DELIVERED A TENANT ESTOPPEL CERTIFICATE WITH RESPECT TO SUCH
TENANT FOR PURPOSES OF SATISFYING THE TENANT ESTOPPEL REQUIREMENT; OR (2) GIVE
WRITTEN NOTICE TO THE PURCHASER STATING THAT, AFTER TAKING INTO ACCOUNT ALL
LANDLORD ESTOPPEL CERTIFICATES DELIVERED TO THE PURCHASER, THE SELLERS HAVE NOT
OBTAINED THE REQUISITE TENANT ESTOPPEL CERTIFICATES TO SATISFY THE TENANT
ESTOPPEL REQUIREMENT (INCLUDING WITH SUCH NOTICE, A COPY OF THE CERTIFICATES, IF
ANY, THAT THE SELLERS HAVE OBTAINED FROM ANY APPLICABLE TENANTS), IN WHICH
EVENT, THE PURCHASER MAY (A) REQUIRE THE SELLERS TO DELIVER LANDLORD ESTOPPEL
CERTIFICATES FOR ANY OR ALL OF THE DESIGNATED LEASES (INCLUDING, WITHOUT
LIMITATION, THE MATERIAL LEASES), EXECUTED BY THE APPLICABLE SELLERS THAT OWN
THE PROPERTIES SUBJECT TO SUCH DESIGNATED LEASES OR
35
(B) TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE SELLERS AND THE ESCROW
AGENT.
IF THE PURCHASER ELECTS TO EXERCISE ITS RIGHT TO TERMINATE THIS
AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 3.1(I), THIS
AGREEMENT SHALL TERMINATE UPON THE SELLERS' RECEIPT OF SUCH TERMINATION NOTICE,
THE DEPOSIT SHALL BE PROMPTLY RETURNED TO THE PURCHASER BY THE ESCROW