EITHER OR BOTH OF
SELLER AND A THIRD PARTY IN CONNECTION WITH ANY NEW LEASE OR THE AMENDMENT OF
ANY LEASE IN EFFECT ON THE EFFECTIVE DATE, IF SUCH AMENDMENT EITHER RENEWS AND
EXTENDS THE TERM OF THE LEASE IN EFFECT ON THE EFFECTIVE DATE OR EXPANDS THE
LEASED PREMISES UNDER SUCH LEASE IN EFFECT ON THE EFFECTIVE DATE.
SELLER SHALL
PROMPTLY DELIVER TO BUYER OR MAKE AVAILABLE TO BUYER A TRUE AND COMPLETE COPY OF
ANY ITEM IN (A) OR (C), AND THE DEAL TERMS FOR ANY DOCUMENT DESCRIBED IN (B) OF
THE PRECEDING SENTENCE ENTERED INTO BY SELLER AFTER THE EFFECTIVE DATE.
NOTWITHSTANDING THE FOREGOING, AT THE REQUEST OF BUYER MADE ON OR BEFORE THE
INSPECTION DATE, SELLER SHALL TERMINATE ANY SERVICE AGREEMENT DESIGNATED BY
BUYER, AS OF THE CLOSING DATE.
ANY SERVICE AGREEMENTS WHICH SELLER DOES NOT
REQUEST BE TERMINATED AS DESCRIBED IN THE PREVIOUS SENTENCE SHALL BE ASSIGNED TO
BUYER AT CLOSING, TO THE EXTENT SUCH SERVICE AGREEMENTS ARE ASSIGNABLE.
SECTION 9.
CONDITIONS TO CLOSING.
9.1
BUYER'S CONDITIONS PRECEDENT.
BUYER'S
OBLIGATION TO PROCEED TO CLOSING UNDER THIS AGREEMENT IS SUBJECT TO THE
FOLLOWING CONDITIONS PRECEDENT (ANY OR ALL OF WHICH BUYER MAY ELECT, IN ITS SOLE
DISCRETION, TO WAIVE):
(A)
SELLER SHALL HAVE PERFORMED AND SATISFIED
EACH AND ALL OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT; AND
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(B)
EACH AND ALL OF SELLER'S REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE TRUE AND CORRECT AT THE
EFFECTIVE DATE AND AT THE CLOSING DATE.
(C)
SELLER SHALL HAVE DELIVERED TO BUYER THE
TENANT ESTOPPEL CERTIFICATES FROM (I) TENANTS REPRESENTING AT LEAST *** OF THE
TENANTS WHO LEASE ***
OR MORE SQUARE FEET OF THE LEASED RENTABLE SQUARE FEET OF
THE PROPERTY, (II) TENANTS REPRESENTING AT LEAST *** OF THE TENANTS WHO LEASE
*** SQUARE FEET OF THE LEASED RENTABLE SQUARE FEET OF THE PROPERTY, AND
(III) TENANTS REPRESENTING AT LEAST *** OF THE TENANTS WHO LEASE LESS THAN ***
OF THE LEASED RENTABLE SQUARE FEET OF THE PROPERTY, PROVIDED THAT SELLER SHALL
BE DEEMED TO HAVE DELIVERED SATISFACTORY TENANT ESTOPPEL CERTIFICATES SO LONG AS
THE TENANT ESTOPPEL CERTIFICATE EXECUTED BY THE TENANT SATISFIES TENANT'S
ESTOPPEL CERTIFICATE REQUIREMENT UNDER ITS LEASE.
NEVERTHELESS, SELLER SHALL
MAKE REASONABLE EFFORTS TO PROCURE AN ESTOPPEL CERTIFICATE FROM ALL TENANTS.
FURTHER, ANY QUALIFICATION OF "TO TENANT'S KNOWLEDGE" (OR SIMILAR QUALIFICATION)
WITH RESPECT TO ANY ASSERTION IN THE TENANT ESTOPPEL CERTIFICATE REGARDING THE
STATUS OF THE PERFORMANCE OF ANY OF LANDLORD'S OBLIGATIONS UNDER THE LEASE SHALL
BE ACCEPTABLE.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, IN THE EVENT THAT, DESPITE SELLER'S GOOD FAITH AND REASONABLE EFFORTS,
SELLER IS UNABLE TO OBTAIN A TENANT ESTOPPEL CERTIFICATE FROM ANY PARTICULAR
TENANT, SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO DELIVER TO BUYER
ON THE CLOSING DATE A CERTIFICATE (A "SELLER'S ESTOPPEL CERTIFICATE") IN THE
FORM ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT N AND IN SUCH EVENT,
SELLER SHALL BE DEEMED TO HAVE DELIVERED A TENANT ESTOPPEL