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200501143 its prospective mortgagee or successor, an estoppel certificate stating to the best of the issuer's knowledge that as of such date: (i) whether it knows of any default under this OEA by the requesting Person, and if there are known defaults, specifying the nature thereof; (ii) whether this OEA has been assigned, modified or amended in any way by it and if so, then stating the nature thereof; and (iii) whether this OEA is in full force and effect. (b) An estoppel certificate issued pursuant to this Section 12.2 shall bar the Person issuing such certificate from asserting any claim that is based upon facts contrary to those asserted in the estoppel certificate to the extent the claim is asserted against a bona fide encumbrancer or purchaser for value who has acted in reasonable reliance upon the estoppel certificate without knowledge of facts to the contrary of those contained therein. (c) Notwithstanding anything to the contrary contained in this OEA or otherwise, the Person issuing an estoppel certificate shall in no event be subject to damages arising out of the negligent or inadvertent failure of such Person to disclose correct and /or relevant information in the estoppel certificate, nor shall such Person be barred from challenging acts committed by other Parties for which approval by the Approving Parties was required but not sought or obtained. 12.3 Modification of OEA. This OEA may be modified or amended by, and only by, a written agreement signed by all of the then current Approving Parties and shall be effective only when recorded in the official real estate records of the county and state where the Shopping Center is located; provided, however, no such amendment shall impose any materially greater obligation on, or materially impair any right of, a Party or its Tract without the consent of such Party. No consent to the amendment of this OEA shall ever be required of any Occupant or Person other than the Parties. Each Party may consider, approve or disapprove any proposed amendment to this OEA in its sole and absolute discretion without regard to reasonableness or timeliness. 12.4 Approval Rights. (a) Whenever the consent or approval ( "approval ") of the Approving Parties is required under this OEA, the following shall apply unless otherwise specifically set forth in this OEA: (i) unanimous approval of the Approving Parties must be given; (ii) each Approving Party shall have absolute discretion to make the decisions on behalf of the entire real estate represented by such position even if the Approving Party then owns or occupies less than all of such real estate; (iii) if this OEA provides that an Approving Party may grant or withhold its approval in its sole and absolute discretion, the approval may be unreasonably G: \LEGAL \STORES \NE \GRAND ISLAND \OEA4.WPD 11/16/04 37