Common use of Tenant Estoppel Certificates Clause in Contracts

Tenant Estoppel Certificates. Prior to Closing, each Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser from the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closing.

Tenant Estoppel Certificates. Prior Receipt of estoppel certificates ("Tenant Estoppel Certificates") from (i) each tenant occupying 3,000 or more rentable square feet identified on Exhibit "F" attached hereto and made a part hereof ("Required Tenants"), and (ii) a sufficient number of other tenants at the Property such that estoppel certificates shall have been received pursuant to Closingclauses (i) and (ii) hereof with respect to not less than 80% of the total net rentable square footage of the Property covered by Leases in effect as of the Closing Date, each Seller shall use be a condition precedent to Buyer's obligations hereunder. Each Tenant Estoppel Certificate shall be substantially in the form previously delivered to Buyer (or if Seller, after using commercially reasonable efforts to obtain and deliver certificates in such form, is unable to Purchaser from obtain the Tenant under each Lease of such Seller’s Property an estoppel certificate same, then in substantially the form attached hereto as Exhibit “T-1” orform, if any Lease requires a different formany, prescribed in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”applicable Lease or other operative document). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of the Sellers Seller's sole obligation hereunder shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use utilize commercially reasonable efforts to obtain such novation agreement as soon as Tenant Estoppel Certificates from each tenant (not including any obligation to institute legal proceedings or to expend any monies therefor). If on or before the Closing Date such condition is practicable after Closingnot satisfied (or waived), then this Agreement shall terminate. With Without limitation on the foregoing, if any Tenant Estoppel Certificate discloses material adverse matters which are not cured or satisfied by Seller on or before the Closing Date, then Buyer shall have the right to terminate this Agreement on or before the Closing Date. All such estoppel certificates shall be addressed to Buyer or shall permit reliance thereon by unidentified purchasers and lenders with respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the ClosingProperty.

Tenant Estoppel Certificates. Prior to Closing, each The Seller Parties shall use commercially reasonable best efforts to obtain and deliver to Purchaser Acceptable Tenant Estoppel Certificates from the Tenant tenants under each Lease of such Seller’s Tenant Property Lease. “Acceptable Tenant Estoppel Certificates” means an estoppel certificate from a tenant under a Target Property Lease which is in substantially the form attached hereto as of Exhibit “T-1” N (or, if the Seller Parties are unable to obtain certificates in such form, then in the form prescribed by the applicable Target Property Lease) with respect to each Target Property Lease (collectively, “Estoppel Certificates”). “Acceptable Tenant Estoppel Certificates” shall mean Estoppel Certificates whose terms are consistent with the applicable Target Property Lease and that do not disclose any material landlord defaults, material disputes or material offsets unless such landlord defaults, disputes or offsets were previously disclosed by the Seller Parties in the representations and warranties of this Agreement; provided, however, that an Estoppel Certificate shall nonetheless constitute an Acceptable Tenant Estoppel Certificate, notwithstanding (i) any non-material modifications thereof, (ii) the relevant tenant making note of items which constitute Target Property Permitted Liens or items which the Seller Parties are otherwise responsible for under the terms of this Agreement, including any amounts which such tenant asserts are due from the Seller Parties and which the Seller Parties, under the terms of this Agreement, have agreed to pay or give a credit to the Buyer Parties, (iii) such tenant limiting its statements regarding landlord defaults or potential defaults, tenant or landlord defenses, disputes, full force and effect, compliance and environmental matters (to the extent any Target Property Lease requires a different formtenant to give statements with respect to environmental matters) “to lessee’s knowledge” (or words of similar import), (iv) the inclusion of a general condition statement such as “we reserve all rights” or words of similar import, (v) any modifications thereto to conform the Estoppel Certificate to the applicable Target Property Lease, and (vi) any reference to defaults, breaches or other matters, in each case, that are expressly disclosed in the form representations and warranties of the Seller Parties in this Agreement. If a Target Property Lease specifically enumerates the certifications to be made by a tenant in an estoppel certificate, then the Buyer Parties acknowledge that such tenant shall not be required by such Lease, all dated no more than thirty (30) days to make any certifications not specifically enumerated in the applicable Target Property Lease estoppel requirements even if the applicable Target Property Lease requires the tenant to certify to any additional items “reasonably requested”. The Seller Parties shall keep the Buyer Parties reasonably informed regarding the status of the Estoppel Certificates from time to time prior to the Closing Date (each, and shall within a “Tenant Estoppel Certificate”). The statements made by reasonable period of time provide the tenants in such Buyer Parties with any Acceptable Tenant Estoppel Certificates received under this Section 6.2. Any estoppel certificate delivered to the Seller Parties under this Section 6.2 shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect be deemed to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of be an Acceptable Tenant Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None (and count toward satisfaction of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of Requirement) if the Properties includes Buyer Parties do not object in a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory written notice to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive Seller Parties specifying the ClosingBuyer Parties’ objections thereto within three (3) Business Days after receipt thereof.

Tenant Estoppel Certificates. Prior At least five (5) business days prior to the scheduled date of Closing, each Seller Purchaser shall use commercially reasonable efforts to obtain and deliver to Purchaser from the have received tenant estoppel certificates (“Tenant under each Lease of such Seller’s Property an estoppel certificate Estoppel Certificates”) in substantially the form attached hereto as Exhibit “T-1” B (or, if any Lease requires a different formdifferent, in the form required by the applicable Lease) and otherwise reasonably satisfactory to Purchaser from such Leasetenants who lease (i) in the aggregate, all dated no more than thirty at least seventy-five percent (3075%) days prior to of the Closing Date leased space in the Property, and (each, a ii) individually occupy at least 5,000 square feet of space (“Tenant Estoppel CertificateRequired Tenant”). The statements made by the tenants in ; provided that any such Tenant Estoppel Certificates Certificate shall be accepted by Purchaser so long as it does not disclose any indicate the continuing existence of an actual material defaults default of Seller as landlord under such the applicable Lease and shall not disclose any or otherwise contain information that is which materially inconsistent with differs from the information disclosed contained in the applicable rent roll provided by Seller. Seller will deliver Purchaser’s copies of signed Tenant Estoppel Certificates promptly following Seller’s receipt thereof. Seller may, in lieu of delivering estoppel certificates from such tenants, deliver an estoppel letter with respect to such Lease on Exhibits “D-1” through “D-3.” or Leases, signed by Seller; provided, however that Purchaser shall have the right not be required to approve the form of Estoppel Certificate to be delivered to accept a tenant for signature prior to such delivery. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement estoppel letter with respect to any Required Tenant. If Seller subsequently delivers to Purchaser an estoppel certificate from a tenant as to which Seller has delivered its own estoppel certificate, Seller’s estoppel certificate shall be deemed to be withdrawn and null and void upon such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closingdelivery.

Tenant Estoppel Certificates. Prior At least one (1) business day prior to Closingthe Closing Date, each Seller receipt of an estoppel certificate (“Tenant Estoppel Certificate”) from Nordstrom and 24 Hour Fitness, addressed to Seller, Buyer and their lenders, shall use be a condition precedent to Buyer’s obligation to acquire the Property hereunder. The Tenant Estoppel Certificate shall only be sent out to Nordstrom and 24 Hour Fitness after the successful completion of the Due Diligence Period. Except as otherwise provided herein, the Tenant Estoppel Certificate shall be substantially in the form attached to Exhibit S (as to Nordstrom) (except that Nordstrom shall not be required to make the statements set forth in Paragraph 7 of such Tenant Estoppel Certificate regarding the applicability of the ROFO to future transfers or sales, or foreclosure of a mortgage or pledge of ownership interest to a third party or a deed-in-lieu of foreclosure or deed-in-lieu of pledge agreement to a third party, and delivery of the Tenant Estoppel Certificate by Nordstrom without the foregoing statements shall be deemed to satisfy the delivery of a Tenant Estoppel Certificate from Nordstrom as a condition precedent of Buyer’s obligation to acquire the Property hereunder), and Exhibit S-1 (as to 24 Hour Fitness). In addition, those provisions of the 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 Nordstrom and 24 Hour Fitness, respectively. Seller’s sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain the Tenant Estoppel Certificate from Nordstrom and 24 Hour Fitness (and, as used in this Agreement, commercially reasonable efforts shall not include any obligation to institute legal proceedings or to expend any monies). Seller shall deliver to Purchaser from Buyer the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty Estoppel Certificates it receives promptly after receipt. If on or before one (301) days business day prior to the Closing Date Date, such condition is not satisfied (eachor waived by Buyer), then this Agreement shall terminate (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a “Tenant Estoppel Certificate”termination of this Agreement); provided, however, that Seller shall have the unilateral right (at its option) to extend the period for satisfying such condition (and, accordingly, the Closing Date) by up to five (5) business days in order to satisfy such condition. The statements made by Without limitation on the tenants in such foregoing, if the Tenant Estoppel Certificates shall not disclose any material defaults under such Lease matters which are materially adverse to the Property (as reasonably determined by Buyer and shall not disclose any information that is materially described in written notice delivered to Seller, if at all, within 3 business days from Buyer’s receipt of the Tenant Estoppel Certificates) and inconsistent with the information Nordstrom Lease or 24 Hour Fitness Tenant Lease, respectively, and which have not otherwise been disclosed with respect to Buyer and are not cured or satisfied by Seller (at Seller’s sole discretion without obligation to do so) on or before the Closing Date (provided, however, that if Seller elects to cure or satisfy the same, the Closing Date shall be extended for a reasonable period of time, not to exceed ten (10) days, to allow for such Lease on Exhibits “D-1” through “D-3.” Purchaser cure or satisfaction), then as its sole remedy hereunder Buyer shall have the right to approve terminate this Agreement on or before the form Closing Date (and, if Buyer so terminates this Agreement, then no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of this Agreement, and in which case the Sellers Deposit shall be refunded to Buyer). If Buyer fails to provide written notice to Seller as described in default for failure the immediately preceding sentence with respect to obtain any the Tenant Estoppel Certificates. If any of Certificate, Buyer shall be deemed to have waived the Properties includes a Lease under which condition contained in this Section with respect to the Tenant is the GSA, such Property’s Estoppel Certificate. Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” Certificate from each tenant at the Property (other than Nordstrom and 24 Hour Fitness) in the form attached as used herein Exhibit S-2; provided, however, that receipt of Tenant Estoppel Certificates from such other tenants shall mean not be a statement of lease in form reasonably satisfactory condition precedent to Buyer’s obligation to acquire the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the ClosingProperty hereunder.

Tenant Estoppel Certificates. Prior to Closing, each Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser from each of the Tenant under each Lease tenants of such Seller’s the Property during Buyer's Review Period an estoppel certificate executed Estoppel Certificate, in substantially the form attached hereto as Exhibit “T-1” orE ("Estoppel Certificate), provided however, that if the terms of any Lease requires specify a different formform of estoppel, or any tenant refuses to execute an Estoppel in the form of Exhibit E, a form of estoppel in the form so specified by a particular Lease or such other form as may reasonably be agreed to by Buyer shall be acceptable to Buyer in lieu thereof. As to any tenants, other than the Major Tenants listed on attached Exhibit K, for which Seller is not able to obtain an Estoppel Certificate, Seller shall execute an Estoppel Certificate concerning the matters contained in Exhibit E (or such alternate form of certificate as may be required by the terms a Lease) and deliver same to Buyer on or before Closing (provided, however, that representations concerning claims or actions of the tenant in such LeaseCertificate shall be made to the best of Seller's knowledge only). Buyer shall not be required to accept a Seller-executed Estoppel Certificate with respect to a Major Tenant, all dated no more than thirty (30) days prior and the failure of a Major Tenant to execute an Estoppel Certificate on or before Closing shall entitle Buyer to elect not to close this transaction, in which event the provisions of Section 4.6 regarding termination of this Agreement shall apply. The failure of any tenant to execute an Estoppel Certificate and deliver the same on or before the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of be a default by Seller hereunder if Seller delivers a Seller-executed Estoppel Certificate to be delivered to a on behalf of such tenant for signature prior to such delivery. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the at Closing.

Tenant Estoppel Certificates. Prior to Closing, each Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser from the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closing.. WRIT Industrial V

Tenant Estoppel Certificates. Prior No later than ten (10) days prior to Closing, each Seller shall use commercially reasonable efforts to obtain complete and deliver provide to Purchaser from for its reasonable approval a tenant estoppel certificate for each tenant under the Tenant under each Leases, with such estoppel certificate to contain such terms or items that are expressly required by the Lease of such Seller’s Property to be included in an estoppel certificate to the landlord or prospective purchaser thereunder and to otherwise be in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in at Schedule 7 or on the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date applicable Lease (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in If Purchaser fails to object to any such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” completed certificate within three (3) days of Purchaser’s receipt thereof, then Purchaser shall be deemed to have approved such certificate for delivery to the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such deliveryapplicable tenant. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain a novation agreement with respect and deliver to such Lease before Closing andPurchaser, if such novation agreement is not obtained as of the prior to Closing, the requisite Tenant Estoppel Certificates from each tenant under the Leases, provided, however, that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 6.1(c) hereof; and in no event shall the inability or failure of Seller shall continue to use obtain and deliver said Tenant Estoppel Certificates (Seller having used its commercially reasonable efforts as set forth above as to the tenants under Leases) be a default of Seller hereunder. Purchaser shall cooperate with Seller in its efforts to obtain such novation agreement as soon as is practicable after Closing. With respect the Tenant Estoppel Certificates, including, if required by any Lease, signing a written request to any such Lease to the tenants for a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closing.

Tenant Estoppel Certificates. Prior Seller shall have delivered to Buyer, at or before Closing, each Seller shall use commercially reasonable efforts to obtain a written statement from tenants occupying an aggregate of no less than 80% of the total rentable square footage of the Premises occupied by tenants under the Existing Leases (the “Estoppel Percentage”) and deliver to Purchaser in all events from the Tenant under each Lease of such Seller’s Property an estoppel certificate following tenants: Bxxx Xxxx & Lxxxx, Sxxx Xxx Corporation and Fxxxx & Lardner LLP (the “Major Tenants”), in substantially the form of, and as qualified by, the form of tenant estoppel certificate set forth on Exhibit “G” attached hereto as Exhibit “T-1” or, if any Lease requires and made a different form, in the form required by such Lease, all part hereof and dated no more than thirty within thirty-five (3035) days prior to of the date of Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by In determining whether the foregoing requirement has been satisfied, Buyer agrees not to object to (i) any non-material (as determined in Buyer’s reasonable judgment) qualifications or modifications which a tenant may make to the form of Tenant Estoppel Certificate and (ii) any modification to a Tenant Estoppel Certificate to conform it to the form of tenant estoppel the tenant is required to give under its lease. Notwithstanding the foregoing provisions of this subparagraph (iii), Seller agrees to request a Tenant Estoppel Certificate from each of the tenants in such under the Existing Leases. Seller’s failure to satisfy the Tenant Estoppel Percentage or its failure to provide Tenant Estoppel Certificates from the Major Tenants shall not disclose constitute a default by Seller hereunder. In the event of such failure, Buyer’s sole remedy shall be to either (x) waive the estoppel requirement and proceed to Closing without any material defaults under such Lease abatement in the Purchase Price or (y) terminate this Agreement and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to receive a tenant for signature prior to such delivery. None return of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the ClosingDeposit.

Tenant Estoppel Certificates. Prior to Closing, each Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser from the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1O-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of the Sellers shall be in default for failure to obtain any Tenant Estoppel Certificates, although for the avoidance of doubt the failure by the Sellers to deliver the Tenant Estoppel Certificates as contemplated by Section 8.2.4 shall be a failure of a condition to Purchaser’s obligation to close the transactions contemplated by this Agreement. Prior to the date on which Seller intends to distribute the Tenant Estoppels to the Tenants for their completion and execution, Seller shall deliver the draft Tenant Estoppels to Purchaser (i) for Purchaser’s review and, (ii) as relates to the factual information included in such draft Tenant Estoppels or to the extent the draft Tenant Estoppels are not substantially in the form attached hereto as Exhibit “O-1” , for Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser shall either give such approval or provide comments to such draft Tenant Estoppels within two (2) Business Days of receipt thereof. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closing.

Tenant Estoppel Certificates. Prior to Closing, each Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser from the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is materially inconsistent with the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right to approve the form of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None of the Sellers Seller shall not be in default for failure to obtain any Tenant Estoppel Certificates. If any of the Properties Property includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the Closing.

Tenant Estoppel Certificates. Prior The obligation of Buyer to Closingclose the transaction contemplated hereby is subject to Buyer’s receipt of estoppel certificates in the form of Exhibit D attached hereto (an “Estoppel Certificate”), dated no more than thirty (30) calendar days prior to the Closing Date, from Virginia Surety Company, Inc. and Xxxxxxxxx North America, Inc. (the “Estoppel Certificate Requirement”). Seller shall request, and shall use commercially reasonable efforts to obtain the executed Estoppel Certificates prior to the expiration of the Inspection Period, from each of the tenants at the Property, and promptly deliver to Buyer to the extent received. In addition, Seller shall use commercially reasonable efforts to obtain an Estoppel Certificate from Axis Reinsurance Company (“Axis”) but Buyer acknowledges that Seller has no direct contractual relationship with Axis and deliver no right to Purchaser from the Tenant under each Lease of such Seller’s Property require Axis to provide an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” or, if any Lease requires a different form, in the form required by such Lease, all dated no more than thirty (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made by the tenants in such Tenant Seller agrees to deliver Estoppel Certificates shall not disclose any material defaults under such Lease to each tenant and shall not disclose any information that is materially inconsistent with Axis within two business days after the information disclosed with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have date Buyer approves in writing the right to approve the completed form of Estoppel Certificate for such tenant or Axis, as the case may be. An Estoppel Certificate shall be deemed to satisfy the Estoppel Certificate Requirement notwithstanding the respective tenant’s qualifying any statement or certification therein by a “best of knowledge” standard or similar provision, and shall be delivered deemed not to a tenant for signature prior to satisfy the Estoppel Certificate Requirement if such delivery. None Estoppel Certificate discloses the existence of any default under the Lease referenced therein and contains information that materially varies from (i) the terms of the Sellers shall be Lease, (ii) the information contained in default the Rent Roll or (iii) the information contained in the accounts receivable aging report for failure the Property provided to obtain any Tenant Estoppel Certificates. If any of the Properties includes a Lease under which the Tenant is the GSA, such Property’s Seller shall use commercially reasonable efforts to obtain a novation agreement with respect to such Lease before Closing and, if such novation agreement is not obtained as of the Closing, such Seller shall continue to use commercially reasonable efforts to obtain such novation agreement as soon as is practicable after Closing. With respect to any such Lease to a GSA Tenant, the term “Tenant Estoppel Certificate” as used herein shall mean a statement of lease in form reasonably satisfactory to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the ClosingBuyer.