Common use of Tenant Estoppels Clause in Contracts

Tenant Estoppels. (a) Seller shall obtain a Tenant Estoppel from Caracol 2 prior to Closing, to be dated concurrently with the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt of the Tenant Estoppel from Caracol 2, Seller shall deliver to Purchaser the Tenant Estoppel received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller’s failure to deliver to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereof, Seller shall have the right to extend the Closing Date for up to ten (10) business days, by delivering written notice of such election to Purchaser not less than three (3) days prior to the scheduled Closing, in order to provide for the delivery of the Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may be extended by Seller pursuant to this Section, then Purchaser may, at its option, in its sole and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (in accordance with the wire transfer instructions provided by Purchaser) and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to the

Tenant Estoppels. Purchaser shall have received Tenant estoppel certificates in substantially the form attached hereto as Exhibit C (aor, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller shall received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Caracol 2 prior to Closing, to be dated concurrently Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt copies of the Tenant Estoppel from Caracol 2Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller shall deliver may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel received by Certificate from a tenant for whom Seller executed a Seller. The parties acknowledge 's Estoppel at the Closing and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel Certificate contains no information which is approved by Purchaser as a Qualified Tenant contradictory to or inconsistent with the information contained in the Seller's Estoppel, and if applicable shall provide in any such notice to then Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period thereafter shall be deemed released from all liability relating to constitute Purchaser’s acceptance and approval of Seller's Estoppel with respect to such Tenant Seller's Estoppel. In no event shall Seller’s failure Seller be obligated to deliver updates to Purchaser any of the Tenant Estoppels or to satisfy Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Requirement be deemed Certificates promptly following Seller's receipt thereof. Purchaser agrees not to be unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereof, Seller shall have the right to extend the Closing Date for up to ten (10) business days, by delivering written notice of such election to Purchaser not less than three disapproval (3) days prior to the scheduled Closingwhich notice, in order to provide for be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery of the thereof, such Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may Certificate will be extended by Seller pursuant to this Section, then Purchaser may, at its option, in its sole and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (in accordance with the wire transfer instructions provided deemed approved by Purchaser) and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to the.

Tenant Estoppels. Purchaser shall have received tenant estoppel certificates (athe "Tenant Estoppel Certificates") dated not more than thirty (30) days prior to the originally scheduled Closing Date in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease) from tenants who lease, in the aggregate, one hundred percent (100%) of the leased square footage of the Improvements (the “Required Estoppel Amount”). Seller shall obtain a Tenant Estoppel from Caracol 2 prior to Closing, to be dated concurrently provide Purchaser with the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt copies of the Tenant Estoppel from Caracol 2Certificates prepared by Seller for Purchaser’s review and comment before delivering the completed Tenant Estoppel Certificates to the tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, Seller shall deliver or objections concerning the substance of the completed Tenant Estoppel Certificates to Purchaser be delivered to the tenants under the Leases. If the Required Estoppel Amount has not been received or if the Tenant Estoppel Certificates received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications contain information or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller’s failure to deliver omissions unacceptable to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereofin its reasonable discretion, Seller either party shall have the right to extend the Closing Date for up by delivery of written notice to ten the other party on or before the second (102nd) business days, day prior to the Closing until the earlier of (1) the fifth (5th) business day following the date the Required Estoppel Amount has been received; or (2) the thirtieth (30th) day following the Closing Date. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser a copy of each signed Tenant Estoppel Certificate promptly following Seller’s receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser’s consent to any alternate estoppel form or changes made by delivering any tenant to the form attached hereto. If Purchaser fails to furnish Seller with a written notice of such election disapproval (which notice, in order to Purchaser not less than be effective, must include Purchaser’s specific objections), within three (3) business days prior to from the scheduled Closingdate of Seller’s delivery thereof, in order to provide for the delivery of the such Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may Certificate will be extended by Seller pursuant to this Section, then Purchaser may, at its option, in its sole and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (in accordance with the wire transfer instructions provided deemed approved by Purchaser) and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to the.

Tenant Estoppels. Seller shall request from each of the tenants at the Property and promptly deliver to Buyer estoppel certificates (a) Seller shall obtain a Tenant in the form of Exhibit D attached hereto or (b) in such form as is permitted by any tenant Lease (in either case, an “Estoppel from Caracol 2 prior to Closing, to be dated concurrently with Certificate” or “Estoppel Certificates”). Within five (5) business days after the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt of the Tenant Estoppel from Caracol 2Effective Date, Seller shall deliver to Purchaser the Tenant Buyer copies of such Estoppel received Certificates with all blank spaces completed for Buyer’s review and approval. Thereafter, Seller shall use good faith commercially reasonable efforts to obtain Confirming Estoppels (as defined below) from all tenants. In exercising commercially reasonable efforts, Seller shall request execution by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything transmitting correspondence to the contrary in the Caracol 2 Leasetenants, and which Purchaser agrees Seller or its property manager shall follow up by telephone from time to accepttime as appropriate, but Seller shall not be required to institute any legal action of any kind. Within Promptly following Seller’s receipt of any Confirming Estoppel, but in no event longer than two (2) business days of Purchaserfollowing Seller’s receipt receipt, Seller shall deliver to Buyer a true, correct and complete copy of the Tenant Confirming Estoppel, Purchaser shall notify Seller whether which delivery may be effected by electronic mail to Buyer’s legal counsel. Any such Tenant fully executed Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in Certificate that does not allege any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller’s failure to deliver to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding or such Tenant, does not contain any other provisions hereof, Seller shall have changes from the right to extend the Closing Date for up to ten (10) business days, form approved by delivering written notice of such election to Purchaser not less than three (3) days prior to the scheduled Closing, in order to provide for the delivery of the Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement Buyer and is not satisfied at least three dated more than forty-five (345) days prior to the Closing DateDate is referred to herein as a “Confirming Estoppel.” Except with respect to the “Required Tenant Estoppels,” Seller’s inability to obtain any one or more Estoppel Certificates under this Section 4.6.1 is not a condition to Closing, as the same may be extended by is not a Seller pursuant default, and does not permit Buyer to this Section, then Purchaser may, at its option, in its sole and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (in accordance with the wire transfer instructions provided by Purchaser) and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination . For purposes of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller Required Tenant Estoppels shall include Estoppel Certificates from each of the following tenants: Target Corporation and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to theThe NewsRoom.

Tenant Estoppels. (a) Reference is made to that certain Office Lease Agreement dated August 1, 2000 with Centex Homes, a Nevada general partnership (“Centex”), as tenant, in respect of the Property, as same may have been amended (the “Centex Lease”). Seller shall obtain a Tenant request that Centex execute an estoppel certificate in the form of Exhibit J-1 attached hereto with respect to the Centex Lease. For purposes hereof, the term “Centex Homes Estoppel from Caracol 2 Certificate” shall refer to an estoppel certificate executed by Centex in substantially the form of Exhibit J-1attached hereto (or as otherwise approved by Purchaser) and dated not earlier than the twentieth (20th) day prior to Closingthe Closing Date. Notwithstanding anything contained herein to the contrary, it shall be a condition precedent (the “Centex Homes Estoppel Condition”) to be dated concurrently with the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt obligation of Purchaser to consummate the Tenant Estoppel from Caracol 2, transaction that is the subject of this Agreement that Seller shall deliver to Purchaser the Tenant Centex Homes Estoppel received by Seller. The parties acknowledge and agree that Certificate on or before the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant EstoppelClosing Date; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as Purchaser shall not unreasonably withhold its approval to non-material modifications by Centex to the terms and conditions of termination rights Centex Homes Estoppel Certificate. In the event that Seller is unable to obtain the Centex Homes Estoppel Certificate, Seller shall not be considered nonmaterialin default under this Agreement; however, in such event Purchaser shall have the option either to (i) waive receipt of the Centex Homes Estoppel Certificate, or (ii) terminate this Agreement as its sole recourse, in which event the Xxxxxxx Money shall be returned to Purchaser. Purchaser’s failure Purchaser shall make its election pursuant to give such the preceding sentence by sending written notice within such two to Seller upon the earlier of (2A) day period five (5) days after receiving notice from Seller that Seller will be unable to obtain the Centex Homes Estoppel Certificate, or (B) the date of Closing. If Purchaser fails to send timely notice of its election, Purchaser shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller’s failure have elected to deliver to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereof, Seller shall have the right to extend the Closing Date for up to ten (10) business days, by delivering written notice of such election to Purchaser not less than three (3) days prior to the scheduled Closing, in order to provide for the delivery of the Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may be extended by Seller pursuant to this Section, then Purchaser may, at its option, in its sole and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice as its sole recourse and the Xxxxxxx Money shall be returned to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (in accordance with the wire transfer instructions provided by Purchaser) and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to the.

Tenant Estoppels. (a) Seller shall obtain a Tenant Estoppel from Caracol 2 prior to Closing, to be dated concurrently with On or before the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt expiration of the Contingency Period, Buyer shall have received an estoppel certificate substantially in the form attached hereto as Exhibit C (the “Tenant Estoppel from Caracol 2Estoppel”), Seller shall deliver to Purchaser executed by each tenant under each of the Tenant Estoppel received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything Leases with respect to the contrary in the Caracol 2 status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and which Purchaser agrees disclosing no defaults, disputes or other matters objectionable to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller’s failure to deliver to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereof, Seller shall have the right to extend the Closing Date for up to ten (10) business days, by delivering written notice of such election to Purchaser not less than three (3) days prior to the scheduled Closing, in order to provide for the delivery of the Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may be extended by Seller pursuant to this Section, then Purchaser may, at its option, Buyer in its sole and absolute discretion. The foregoing Due Diligence Review, elect Environmental Audit, Tenant Estoppel and Board Approval Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to be satisfied or waived in writing writing. Buyer shall have the Contingency Period in which to (x) terminate this Agreement upon satisfy or waive such Contingencies by delivering written notice to Seller Sellers with a copy to Escrow Holder. A Contingency shall be deemed not to have been satisfied or waived by Buyer unless prior to the expiration of the Contingency Period, Buyer shall deliver to Sellers a written notice to such effect (each such notice being herein referred to as an “Approval Notice”). If Buyer provides an Approval Notice for each of the Contingencies, then the Contingencies shall be deemed satisfied or waived and the parties shall, subject to the satisfaction of all other terms and conditions applicable to the respective parties’ obligations hereunder, be obligated to proceed to Closing. If Buyer does not provide an Approval Notice with respect to any or all of the Contingencies during the Contingency Period, then such Contingency(ies) shall be deemed not satisfied or waived, and this Agreement shall automatically terminate and be of no further force and effect at the end of the Contingency Period without the further action of either party. During the Contingency Period Buyer may elect not to purchase the Property for any reason or for no reason whatsoever, all in Buyer's sole and absolute discretion. Upon any such termination, Escrow Agent, in which event Seller Holder shall promptly return the Deposit (if any) to Purchaser by wire transfer (in accordance with the wire transfer instructions provided by Purchaser) and both Seller and Purchaser shall thereafter be released from all further obligations under this AgreementBuyer and, except for those specifically provided to provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. Notwithstanding Sellers’ representation set forth in Section 12(d) of this Agreement, if it is discovered that any Existing Contracts exist, prior to the expiration of the Contingency Period, Buyer may furnish Sellers with a written notice of the contracts and agreements (ythe “Approved Contracts”) extend which Buyer has elected to assume at the Closing. All Existing Contracts not included in any such notice shall be excluded from the Property to be conveyed to Buyer, and are herein respectively referred to as the “Rejected Contracts”, and, if Buyer fails to deliver such notice, all Existing Contracts shall be deemed Rejected Contracts. Sellers shall at Sellers’ sole cost and expense terminate on or before the Closing Date for up all Rejected Contracts and shall deliver to thirty (30) days so that Seller and Purchaser may attempt Buyer evidence reasonably satisfactory to satisfy the Tenant Estoppel Requirement, Buyer of Sellers’ termination on or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to theClosing of all Rejected Contracts. Notwithstanding anything contained herein to the contrary, Sellers agree to cause any existing property management agreements and any leasing listing agreements to be terminated effective as of the Closing Date and Sellers shall be solely responsible for any fees or payments due thereunder.

Tenant Estoppels. (a) Seller shall use reasonable efforts to obtain a Tenant Estoppel from Caracol 2 and deliver to Buyer at least (5) business days prior to the Closing an executed estoppel letter dated within sixty (60) days of the Closing, in form reasonably satisfactory to both Seller's and Buyer's counsels, a pro-forma copy being attached hereto as Exhibit E (the "Tenant Estoppels"), from tenants whose leases constitute in the aggregate not less than eighty percent (80%) of the rentable square footage of the Improvements, or in the form described or contemplated in the lease, the substance and content of which must be consistent in all material respects with the Lease, and the Certified Rent Roll. It is expressly understood and agreed that if Seller agrees under any circumstance to extend the Closing date as referenced in Section 3.01 hereof to a date which would cause the Tenant Estoppels to be dated concurrently with more than sixty (60) days prior to the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt of Closing, that the Tenant Estoppel from Caracol 2, Seller Estoppels shall deliver to Purchaser be deemed satisfactory provided they are dated within the Tenant Estoppel received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two sixty (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (260) day period shall be deemed prior to constitute Purchaser’s acceptance and approval of such Tenant Estoppelthe originally stated Closing date. In no event shall Seller’s failure to deliver to Purchaser the preceding sentence imply any obligation or agreement on the part of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereof, Seller shall have the right to extend the Closing Date for up date. Upon delivery to ten (10) business daysBuyer prior to or after Closing of a Tenant Estoppel confirming the matters set forth in Section 5.02 hereof as to such tenant's Lease, by delivering written notice the representations and warranties of the Setter set forth in Section 5.02 hereof shall be deemed terminated and the Seller shall have no liability to the Buyer therefor. Notwithstanding the foregoing, Buyer acknowledges and agrees that with respect to any Lease with any U.S. governmental agency and Leases with State agencies, Seller shall be deemed to have satisfied its obligation to deliver an estoppel certificate if it uses reasonable efforts to obtain from such election to Purchaser U.S. governmental agency a Lease Status Report or from the State agencies their form of estoppel certificate or lease status report. If Buyer does not less than three (3) days terminate this Agreement prior to the scheduled Closing, in order to provide for the delivery expiration of the Tenant Estoppel set forth in this Section. If Study Period, Buyer shall be deemed to have accepted the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may be extended by Seller pursuant to this Section, then Purchaser may, at its option, in its sole Estoppels for all purposes and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit be deemed to Purchaser by wire transfer (in accordance with the wire transfer instructions provided by Purchaser) and both have satisfied this covenant. Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to thereasonably

Tenant Estoppels. (a) Seller shall obtain a Tenant will send the Estoppel from Caracol 2 prior to Closing, to be dated concurrently with the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt of the Tenant Estoppel from Caracol 2, Seller shall deliver to Purchaser the Tenant Estoppel received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything Certificates to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice Tenants within such two (2) day period shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller’s failure to deliver to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereof, Seller shall have the right to extend the Closing Date for up to ten (10) business daysdays after the Effective Date and will use commercially reasonable efforts to deliver to Purchaser, by delivering written notice of such election to Purchaser not less than three (3) days prior to the scheduled Closing, in order to provide for the delivery of the Tenant Estoppel set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days Business Days prior to Closing, an Estoppel Certificate certified to Purchaser from each Tenant in the Closing Dateapplicable form attached hereto as Exhibit B (an “Estoppel Certificate”). Purchaser shall have three (3) Business Days after Purchaser’s receipt of an Estoppel Certificate from a Tenant (but in any case, as prior to Closing) to disapprove the same may be extended applicable Estoppel Certificate so received on the basis of such constituting a Non-Complying Estoppel Certificate (and the failure to timely do so shall constitute approval thereof). A “Non-Complying Tenant Estoppel Certificate” means an Estoppel Certificate that (a) discloses economic or other terms of the applicable Lease that are inconsistent in a material and adverse manner with the terms of the Lease delivered to Purchaser by Seller pursuant to this SectionAgreement and of which Purchaser did not have actual knowledge prior to the expiration of the Due Diligence Period, then Purchaser may(b) alleges (1) a monetary default of Seller under the applicable Lease, at its optionor (2) a material non-monetary default of Seller under the applicable Lease, in its sole and absolute discretion, elect in writing or (c) is dated more than forty (45) days prior to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event the Closing. Seller shall promptly return the Deposit not be obligated to incur any third-party costs in connection therewith or to declare any default or event of default or otherwise exercise any remedies against any Tenant on account of such Tenant’s failure to provide an Estoppel Certificate. Seller shall not be in default hereunder by reason of Seller’s failure to deliver one or more Estoppel Certificates to Purchaser or by wire transfer (in accordance reason of Seller’s delivery of one or more Estoppel Certificates that are Non-Complying Tenant Estoppel Certificates. Seller shall provide Purchaser with the wire transfer instructions provided by Purchaser) and both Seller a copy of each completed Estoppel Certificate and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least have two (2) days Business Days after receipt of such copy to give Seller any comments on such Estoppel Certificate prior to theSeller submitting same to the applicable Tenant, which comments shall be limited to the factual information that Seller inserts in the applicable Estoppel Certificate.

Tenant Estoppels. (a) Seller shall obtain a Tenant Estoppel from Caracol 2 endeavor to secure and deliver to Purchaser, no later than three (3) business days prior to Closingthe Closing Date, a “Statement of Accounts” in the form required by the GSA Lease and the rules, policies and regulations of the General Services Administration (“GSA”) (collectively, the “Tenant Estoppel”). Purchaser shall only have the right to be dated concurrently with comment upon the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt completed portions of the Tenant Estoppel from Caracol 2form not the form itself, Seller shall deliver to Purchaser and the form Tenant Estoppel received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel is will be deemed approved by Purchaser as a Qualified Tenant Estoppel, and for all purposes if applicable shall Purchaser fails to provide in any such notice Seller with written objections thereto within three (3) business days following the date Seller delivers same to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed to constitute Purchaser’s acceptance and approval of such Tenant Estoppel. In no event shall Seller be obligated to deliver updates to the Tenant Estoppel. Seller will deliver Purchaser copies of the signed Tenant Estoppel promptly following Seller’s failure to deliver to Purchaser any of the Tenant Estoppels or to satisfy receipt thereof. If the Tenant Estoppel Requirement is not in the form required by this Section 3.7 and Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser’s specific objections), within three (3) business days following the date of Seller’s delivery thereof, such Tenant Estoppel will be deemed approved by Purchaser. In the event Seller has not provided the Tenant Estoppel on or before three (3) business days prior to be a default by Seller under this Agreement. (b) Notwithstanding any other provisions hereofthe Closing Date, Seller shall have the right to extend delay the Closing Date for up to ten thirty (1030) business days, by delivering days upon written notice of such election to Purchaser delivered not less than three (3) business days prior to the scheduled Closing, in order to provide for the delivery of the Tenant Estoppel set forth in this SectionClosing Date. If the foregoing requisite Tenant Estoppel Requirement is not satisfied delivered to Purchaser at least three (3) business days prior to the Closing Date, as the same may be extended by Seller pursuant to this Sectionhave been delayed as provided above, then Purchaser may, at its option, in its Purchaser’s sole and absolute discretion, right with respect thereto shall be to elect in writing to (x) terminate this Agreement upon written notice thereof delivered to Seller and Escrow Agentat least one (1) business day prior to the Closing Date. If such termination notice is properly given, in which event Seller the Title Company shall promptly immediately return the Deposit to Purchaser by wire transfer (in accordance with and neither party shall have any further liability hereunder except for the wire transfer instructions provided by Purchaser) and both Seller and obligations of Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to that survive the termination of this Agreement. If Purchaser fails, (y) extend the Closing Date for up any or no reason, to thirty (30) days so that Seller and timely deliver any such termination notice, Purchaser may attempt will be deemed to satisfy the Tenant Estoppel Requirement, or (z) have elected to waive the Tenant Estoppel Requirement and close the transaction in accordance with Purchaser’s right to terminate under this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to theSection 3.7.