A
RESULT OF ACTIONS TAKEN BY ANY SELLER IN ACCORDANCE WITH ARTICLE XV HEREOF OR
OCCURRING FROM EVENTS CONSENTED TO BY BUYER (NOT TO BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED), AND (II) SELLERS' RIGHT TO UPDATE ALL OF THE EXHIBITS
TO ACCOUNT FOR CHANGES FIRST OCCURRING FROM AND AFTER THE EFFECTIVE DATE;
PROVIDED, HOWEVER, THAT THE FOREGOING RIGHT TO UPDATE AND AMEND THE EXHIBITS
HERETO SHALL NOT BE DEEMED TO PERMIT A SELLER TO DEFAULT UNDER ANY EXPRESS
COVENANT MADE BY SUCH SELLER HEREIN) NOR SHALL IT BE DEEMED TO AFFECT THE OTHER
RIGHTS OF BUYER HEREUNDER, AND SELLERS SHALL HAVE PERFORMED AND COMPLIED IN ALL
MATERIAL RESPECTS WITH ALL REPRESENTATIONS, COVENANTS, AGREEMENTS AND CONDITIONS
REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY SELLERS PRIOR TO
OR BY THE CLOSING DATE (INCLUDING, BUT NOT LIMITED TO, THE DELIVERY BY SELLERS
OF THE ITEMS DESCRIBED IN ARTICLE XIII).
(B)
THE DELIVERY BY SELLERS TO BUYER OF A TENANT ESTOPPEL CERTIFICATE FROM
TENANTS (OTHER THAN THE GENERAL SERVICES ADMINISTRATION (THE "GSA")) WHO, IN THE
AGGREGATE, COMPRISE AT LEAST ********** ******* (***) OF THE ***** ******** ****
** *** ********* ** * ********* ***** *** ****** ** *** *** (WHICH SHALL INCLUDE
THE TENANTS LISTED ON EXHIBIT FF ATTACHED HERETO (COLLECTIVELY, THE "REQUIRED
TENANTS")) IN SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS EXHIBIT O (UNLESS A
TENANT'S LEASE HAS A PRESCRIBED ESTOPPEL FORM ATTACHED TO SAID LEASE, IN WHICH
EVENT THE PRESCRIBED FORM SHALL BE ACCEPTABLE FOR SAID TENANT) (A "TENANT
ESTOPPEL"). IF A TENANT ESTOPPEL IS DELIVERED BY SELLERS TO BUYER, BUYER MAY
NEVERTHELESS DISAPPROVE SUCH TENANT ESTOPPEL IF AND ONLY IF IT DOES NOT CONTAIN
SUCH ITEMS AS ARE REQUIRED TO BE GIVEN IN CONNECTION WITH AN ESTOPPEL
CERTIFICATE PURSUANT TO THE TENANT'S LEASE, OR CONTAINS ALLEGATIONS OF AN
UNCURED MATERIAL DEFAULT BY A SELLER OR CONTAINS INFORMATION THAT MATERIALLY
DEVIATES FROM THE FACTS AND FINANCIAL INFORMATION CONTAINED IN THE OFFERING
MEMORANDUM, THE DUE DILIGENCE MATERIALS OR IN THIS AGREEMENT. IF SELLERS ARE
UNABLE TO OBTAIN TENANT ESTOPPELS FROM A SUFFICIENT NUMBER OF TENANTS TO SATISFY
THE ********** ******* (***) *********** SET FORTH IN THIS SECTION 7.2(B) ON OR
BEFORE THE CLOSING DATE (OR HAVE NOT DELIVERED TENANT ESTOPPELS FROM THE
REQUIRED TENANTS), THEN THE CLOSING DATE FOR ANY APPLICABLE PORTFOLIO SHALL BE
ADJOURNED FOR A PERIOD NOT TO EXCEED THIRTY (30) DAYS FOR SELLERS TO OBTAIN THE
SUFFICIENT NUMBER OF TENANT ESTOPPELS (OR ESTOPPEL CERTIFICATES FROM THE
REQUIRED TENANTS, AS THE CASE MAY BE). IN ADDITION, IF SELLERS ARE UNABLE TO
OBTAIN TENANT ESTOPPELS FROM A SUFFICIENT NUMBER OF TENANTS TO SATISFY THE
********** ******* (***) *********** SET FORTH IN THIS SECTION 7.2(B) ON OR
BEFORE THE CLOSING DATE (AS MAY BE
25
EXTENDED HEREUNDER), AN INDIVIDUAL SELLER SHALL HAVE THE RIGHT TO ELECT TO
EXECUTE AND DELIVER TO BUYER A CERTIFICATE SUBSTANTIALLY IN THE FORM OF
EXHIBIT P ATTACHED HERETO (EACH SUCH CERTIFICATE, A "SELLER'S ESTOPPEL") WITH
RESPECT TO SUCH ADDITIONAL LEASE(S) AT SUCH INDIVIDUAL