Common use of Conditions Precedent to Obligation of Purchaser Clause in Contracts

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect the Closing shall be subject to the fulfillment or written waiver on or before the date of Closing of all of the following conditions: (a) Each of the documents and amounts required to be delivered by Seller pursuant to Section 6.3 shall have been delivered as provided therein. (b) All of the representations and warranties of Seller contained in Section 9.2 shall be true and correct in all respects as of the date hereof and as of the date of the Closing as though made at and as of the date of the Closing (provided that representations and warranties which are stated to be made as of the Effective Date need be true and correct only as of the Effective Date); provided that, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses to Purchaser of less than five million dollars ($5,000,000), this condition shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8. (c) Seller shall have performed, in all material respects, all obligations required to be performed by it under this Agreement on and prior to the Closing Date. (d) At least ten (10) days prior to the Closing, Seller shall have delivered to Purchaser Satisfactory Estoppel Certificates from (i) one hundred percent (100%) of the Anchors other than (A) Anchors not required to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreements, (ii) Seller with respect to one hundred percent (100%) of the Excluded Anchor Agreements and (iii) Tenants occupying at least seventy-eight percent (78%) of the space currently occupied at the Real Property by Tenants from which Seller is required to request estoppel certificates in accordance with Section 5.4(b). (e) Seller shall have delivered to Purchaser the original of the GMAC Estoppel Certificate. (f) Purchaser shall have received (or shall be able upon payment of customary premiums to receive) the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller under the applicable Alexandria Ground Lease. If Seller is unable to deliver such a certificate from the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9, then Seller and Purchaser agree that the foregoing condition shall be deemed satisfied with respect to such Alexandria Ground Lease provided that Seller delivers to Purchaser a certificate of Seller with respect to the matters set forth in clauses (1), (2) and (3) above. Any such certificates of Seller shall survive the Closing for six (6) months and inure to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchaser. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transaction hereunder shall be subject to the fulfillment or written waiver on or before the date of Closing of all of the following conditions. If the following conditions are not satisfied on or before the date of Closing, subject to any extension right contained herein, then Purchaser may either: (i) elect to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and parties hereto shall have no further obligations hereunder, except for those which by their terms survive the termination of this Agreement, (ii) pursue its remedies provided for in Article 7 hereof or (iii) waive any of the following conditions without adjustment to the Purchase Price: (a) Each 4.6.1 Purchaser shall have received the opinion of Xxxxxxx Procter LLP dated as of the documents Closing Date, together with copies of any supporting representation letters delivered in connection with such opinion in a form reasonably satisfactory to Purchaser and amounts Seller, regarding each of the Trusts’ organization and operation in conformity with the requirements for qualification and taxation as a real estate investment trust pursuant to Section 856-857 of the Code (“REIT”) at all times beginning on the date of each Trust’s formation through December 31, 2006 and for the period from January 1, 2007 until the Closing. Such opinion shall be substantially in the form attached hereto as Exhibit 4.6.1, which such opinion shall be based on customary assumptions and representations (including an assumption that for purposes of the opinion each Trust’s taxable year ended with the Closing, and an assumption that each Trust satisfied the distribution requirement described in Code Section 857(a)(1) for the hypothetical short taxable year beginning January 1, 2007 and ending with the Closing), and shall be subject to such changes or modifications from the language in such form opinion as deemed necessary or appropriate by Xxxxxxx Procter LLP and reasonably satisfactory to Purchaser; 4.6.2 Seller shall have delivered to Purchaser all of the items required to be delivered by Seller to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 6.3 shall have been delivered as provided therein.4.2 hereof; (b) All 4.6.3 Subject to Section 4.2.5, all of the representations and warranties of Seller contained in Section 9.2 this Agreement shall be true and correct in all material respects as of the date hereof of Closing, provided that in the event Seller is unable to state that the representations and warranties of Seller are true and correct in all material respects as of the date of the Closing as though made at and as of the date of the Closing (provided that representations and warranties which are stated Closing, with such materiality to be made judged across the Property as of the Effective Date need be true and correct only as of the Effective Date); provided thata whole, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses to Purchaser of less than five million dollars ($5,000,000), this condition shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8. (c) Seller shall have performedthe right to cure the condition preventing Seller from making such statement, and the Closing Date shall be extended for a period of up to fifteen (15) days to allow Seller to cure such condition; 4.6.4 Seller shall have performed and observed, in all material respects, with such materiality to be judged across the Property as a whole, all obligations required covenants and agreements of this Agreement to be performed and observed by it under this Agreement on and Seller as of the date of Closing; and 4.6.5 Purchaser’s receipt at least five (5) business days prior to the Closing (the “Estoppel Return Date. (d”) At least ten (10) days prior of estoppel certificates substantially in the form of Exhibit 4.6.5, with such additional information or modifications reasonably approved by Purchaser, or in such form as required to conform to any specific requirements in the Closing, Seller shall have delivered to Purchaser Satisfactory Estoppel Certificates from applicable Lease (i) one hundred from (a) each tenant leasing 40,000 or more rentable square feet of floor area in the Improvements (a “Major Tenant”) and (b) tenants under Leases representing seventy-five percent (10075%) of the Anchors other than (A) Anchors rentable square feet of floor area of each Individual Property), including Major Tenants but excluding rentable square feet of floor area not required currently subject to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreementsany Lease, (ii) Seller with respect to one hundred percent (100%) which confirm the documents constituting the Lease of the Excluded Anchor Agreements each such tenant, and (iii) Tenants occupying at least seventy-eight percent which do not (78%x) allege the existence of the space currently occupied at the Real Property by Tenants from which Seller is required to request estoppel certificates in accordance with Section 5.4(b). (e) Seller shall have delivered to Purchaser the original of the GMAC Estoppel Certificate. (f) Purchaser shall have received (or shall be able upon payment of customary premiums to receive) the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller or any unperformed obligation by Seller, (y) recite any material fact which contradicts the Lease Schedule, or (z) disclose the existence of any delinquent fixed rent, additional rent or other material charges payable by the relevant tenant, in each case which is not disclosed in the Lease Schedule. (i) Promptly following the date of this Agreement, Seller shall request estoppel certificates from all tenants under the Leases in the form attached hereto as Exhibit 4.6.5 or in the form specified in the applicable Alexandria Ground LeaseLease and Seller shall use commercially reasonable efforts to obtain estoppel certificates from all such tenants. (ii) If Purchaser receives any tenant estoppel certificate, it shall promptly provide a copy thereof to Seller, and if Seller obtains any tenant estoppel certificate, it shall promptly provide a copy thereof to Purchaser. Any tenant estoppel certificates which do not comply with the provisions set forth in the first sentence of this Section 4.6.5 shall be subject to Purchaser’s approval in its reasonable discretion. Unless Purchaser objects to any such estoppel certificate and terminates this Agreement as a result thereof within five (5) Business Days of receipt of such estoppel certificate, Purchaser shall be deemed to have approved such estoppel certificate and shall purchase the Property subject to all matters set forth in such estoppel certificate. If Seller is unable Purchaser has not received acceptable tenant estoppel certificates from tenants representing 75% of the rentable square footage of each Individual Property, excluding rentable square footage not then subject to deliver such a certificate from any Lease, by the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9Estoppel Return Date, then Seller may provide estoppel certificates executed by Seller meeting the requirements of the first sentence of this Section 4.6 for tenants leasing up to 10% of the rentable square footage other than Major Tenants, and Purchaser agree that the foregoing condition such Seller estoppel certificates shall be deemed satisfied to be acceptable, with respect liability under any such Seller estoppel certificate to terminate upon subsequent receipt of a tenant estoppel certificate confirming the same subject matter; provided, however, that such Alexandria Ground Lease provided tenant estoppel shall be deemed to confirm the same subject matter notwithstanding that Seller delivers to Purchaser a certificate of Seller with respect certifications regarding no default, no offset and the like are limited to the matters knowledge of the tenant. If Purchaser has not received acceptable (or deemed acceptable) tenant estoppel certificates as provided herein on or before the Closing Date, then Purchaser at its sole option may (i) waive the tenant estoppel condition and proceed to closing, (ii) extend the Closing Date for a period of up to fourteen (14) days to allow the Seller more time to obtain additional estoppel certificates, or (iii) terminate this Agreement by giving written notice thereof to Seller, with a copy to Escrow Agent, by 5:00 P.M. on the Closing Date, whereupon this Agreement shall automatically terminate and the Deposit shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other under this Agreement except as otherwise provided herein. If Purchaser elects to extend the Closing Date pursuant to clause (ii) of the preceding sentence and Purchaser still has not received acceptable (or deemed acceptable) tenant estoppel certificates as provided herein on or before the expiration of the fourteen (14) day extension period, then Purchaser may elect one of the options set forth in clauses (1), (2i) and (3iii) above. Any such certificates of Seller shall survive the Closing for six (6) months and inure to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchaserpreceding sentence. (i) GMAC 4.6.6 The Lenders shall permit have issued the assumption Consent, subject to Purchaser having executed and delivered the Consent Documentation as required by Section 4.3.3. 4.6.7 The Kimco OFP Purchase Transaction shall close prior to or concurrently with the Closing. 4.6.8 The redemption of the GMAC Mortgage preferred shares in each Trust as required by PurchaserSection 5.6.8 shall have occurred prior to or concurrently with Closing.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transaction hereunder shall be subject to the fulfillment or written waiver on or before the date of Closing (or such earlier time as otherwise required hereby) of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Each Seller shall have delivered to Purchaser all of the documents and amounts material items required to be delivered to Purchaser by Seller or Seller’s agents pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 6.3 shall have been delivered as provided therein4.2. (b) On or prior to the date that is three (3) business days prior to the Closing Date, Seller shall have delivered to Purchaser a tenant estoppel from the Kroger located in each Project (collectively, “Kroger”) on a form of tenant estoppel acceptable to or regularly used by Kroger, in each case containing no information with respect to the status of the Kroger lease which is, in Purchaser’s reasonable judgment, materially adverse with respect to such lease, and (i) tenant estoppels from tenants leasing, in the aggregate, at least seventy percent (70%) of the space that is under lease in each Project but not leased to Kroger, which estoppel from such other tenants shall be (A) in substantially the same form as attached hereto as Exhibit G, or (B) in such other form as is approved by Purchaser, such approval not to be unreasonably withheld, or (C) if any such tenant is a nationally recognized retailer, in such form as is acceptable to or regularly used by such tenant, or (D) in such form as set forth in such tenant’s Lease, and containing no information with respect to the status of such lease which is, in Purchaser’s reasonable judgment, materially adverse with respect to such lease and (ii) certificates from Seller substantially in the form as attached hereto as Exhibit I attached hereto and by this reference incorporated herein (the “Seller Lease Estoppel Certificate”) for any tenant at the Property, excluding Kroger, that did not deliver an estoppel; provided, however, if Seller shall be deemed liable for any damages as a result of a Seller Lease Estoppel Certificate, such liability shall be subject to the limitations of Section 5.3 of this Agreement. Additionally, Seller shall use good faith efforts to obtain from the declarant, if applicable, under each recorded association, declaration, reciprocal easement or like agreement that benefits or burdens each Project, an estoppel confirming that such agreement is in full force and effect, that no notice of default has been received thereunder and such other customary information as may be appropriate. (c) All of the representations and warranties of Seller contained in Section 9.2 this Agreement shall be true and correct in all material respects as of the date hereof and as of the date of the Closing as though made at and as of the date of the Closing (provided that representations and warranties which are stated to be made as of the Effective Date need be true and correct only as of the Effective Date); provided that, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses to Purchaser of less than five million dollars ($5,000,000), with appropriate modifications permitted under this condition shall be deemed satisfied provided that Seller pays Agreement or not adverse to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8). (cd) Seller shall have performedperformed and observed, in all material respects, all obligations required covenants and agreements of this Agreement to be performed and observed by it under this Agreement on and prior to the Closing Date. (d) At least ten (10) days prior to the Closing, Seller shall have delivered to Purchaser Satisfactory Estoppel Certificates from (i) one hundred percent (100%) as of the Anchors other than (A) Anchors not required to deliver an estoppel under the terms date of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreements, (ii) Seller with respect to one hundred percent (100%) of the Excluded Anchor Agreements and (iii) Tenants occupying at least seventy-eight percent (78%) of the space currently occupied at the Real Property by Tenants from which Seller is required to request estoppel certificates in accordance with Section 5.4(b)Closing. (e) Seller All other conditions precedent to Purchaser’s obligation to consummate the transaction hereunder (if any) which are set forth in this Agreement shall have delivered to Purchaser been satisfied on or before the original date of Closing. In the event any of the GMAC Estoppel Certificate. foregoing conditions has not been satisfied by the Closing Date (for three (3) business days prior to the Closing Date in the case of Section 4.6(b)), Purchaser shall have received the right to terminate this Agreement by written notice given to Seller and Escrow Agent on the Closing Date (or shall be able upon payment of customary premiums to receive) the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and three (3) business days prior to the Closing Date in the case of Section 4.6(b)), whereupon Escrow Agent shall immediately refund the Xxxxxxx Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive the termination of this Agreement; provided, however, that such lessor if any of the foregoing conditions has not provided Seller with written notice of, and has no knowledge of, any been satisfied due to a default by Purchaser or Seller under the applicable Alexandria Ground Lease. If Seller is unable to deliver such a certificate from the lessor under an Alexandria Ground Lease despite hereunder, then Purchaser’s and Seller's best efforts to do so ’s respective rights, remedies and obligations shall instead be determined in accordance with its obligations under Section 8.9, then Seller and Purchaser agree that the foregoing condition shall be deemed satisfied with respect to such Alexandria Ground Lease provided that Seller delivers to Purchaser a certificate of Seller with respect to the matters set forth in clauses (1), (2) and (3) above. Any such certificates of Seller shall survive the Closing for six (Article 6) months and inure to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchaser. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transaction hereunder shall be subject to the fulfillment or written waiver on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Each Seller shall have delivered to Purchaser all of the documents and amounts items required to be delivered by Seller to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 6.3 shall have been delivered as provided therein.4.2 hereof; (b) All of the representations and warranties of Seller contained in Section 9.2 this Agreement shall be true and correct in all respects as of the date hereof when made and as of the date of the Closing as though made Date and, at and as of the date of the Closing (provided that representations and warranties which are stated to be made as of the Effective Date need be true and correct only as of the Effective Date); provided thatClosing, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses Seller shall deliver to Purchaser a certificate to that effect (the "SELLER REPRESENTATION CERTIFICATE"). Notwithstanding the foregoing, unless the Seller Representation Certificate discloses the existence of less than five million dollars a Material Adverse Effect ($5,000,000as defined in Section 4.6(g) hereof), the condition set forth in this condition Section 4.6(b) shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8.be satisfied; (c) Seller shall have performed, performed and observed in all material respects, respects all obligations required covenants and agreements of this Agreement to be performed and observed by it under this Agreement on and prior to Seller as of the Closing Date.; (d) At least ten (10) days prior The Property shall be conveyed at Closing subject only to the Closingfollowing matters, Seller shall have delivered which are hereinafter referred to Purchaser Satisfactory Estoppel Certificates from as the "PERMITTED EXCEPTIONS": (i) one hundred percent (100%) those matters that either are not objected to in writing within the time periods provided in Sections 2.2 or 2.3 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Anchors other than (A) Anchors not required to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreements, Property; (ii) Seller with respect to one hundred percent (100%) the rights of tenants under the Excluded Anchor Agreements and Leases; (iii) Tenants occupying at least seventy-eight percent (78%) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the space currently occupied at Closing Date (as defined in Section 4.1), subject to adjustment as herein provided; (iv) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (v) matters that have arisen as a result of acts= done or suffered by or through Purchaser. Evidence of delivery of title subject only to the Permitted Exceptions shall be the issuance by the Title Company, and/or another national title company of its Owner's Policy of Title Insurance (the "TITLE POLICY") covering the Real Property by Tenants from which Seller is required Property, in the aggregate amount of the Purchase Price, subject only to request estoppel certificates in accordance with Section 5.4(b)the Permitted Exceptions. (e) Seller No later than five (5) days prior to Closing, Purchaser shall have delivered received, from tenants leasing eighty percent (80%) or more of the leased area of the Building which is occupied as of the Effective Date (specifically including, in any event, all tenants who lease more than 20,000 rentable square feet in the Building) Estoppel Certificates addressed to Purchaser and any other person designated by Purchaser, dated not earlier than October 15, 2004, substantially in the original form of EXHIBIT D or with respect to any Lease where the tenant is the United States of America (each a "GSA LEASE"), a completed GSA standard form Lease Status Report (a "GSA FORM") rather than an estoppel certificate in the form of EXHIBIT D.. Purchaser agrees that an Estoppel Certificate shall be deemed to satisfy the requirements of this Section 4.6(e) even though it may not be in the form or substance of EXHIBIT D or a GSA Form, provided that the Estoppel Certificate (i) states that no material defaults have occurred under the lease and confirms the economic terms of the GMAC lease, or (ii) contains the specific information (as opposed to a general or "catch all" requirement), if any, required by the applicable lease, or (iii) does not depart from the form of Estoppel CertificateCertificate attached as EXHIBIT D or the GSA Form other than to reflect facts or circumstances that are disclosed in writing by Seller or that were known to Purchaser through its inspection of the Property prior to the expiration of the Inspection Period. (f) Purchaser No event(s) shall have received (occurred or shall be able upon payment of customary premiums to receive) condition arisen, after the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller under the applicable Alexandria Ground Lease. If Seller is unable to deliver such a certificate from the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9, then Seller and Purchaser agree that the foregoing condition shall be deemed satisfied with respect to such Alexandria Ground Lease provided that Seller delivers to Purchaser a certificate of Seller Effective Date with respect to the matters set forth in clauses Property (1other than any loss or damage to the Property caused by fire or other casualty or condemnation which shall be governed by the terms of Article VII hereof), the result(s) of which may reasonably be expected to have an adverse effect on the value of the Property (2in the aggregate) which would in the reasonable opinion of an investment sales broker reasonably selected by Purchaser and Seller be equal to or greater than Five Hundred Thousand and No/100 Dollars (3$500,000.00) above(a "MATERIAL ADVERSE EFFECT"). Any If any of the conditions to Purchaser's obligations under Section 4.6 shall fail to occur and such certificates failure is not otherwise a default under this Agreement (in which event Purchaser would be afforded the rights under Section 6.2 hereof), then Purchaser may, as long as Purchaser is not in default hereunder, and as its sole and exclusive remedy, terminate this Agreement by written notice to Seller, in which event the Deposit shall be promptly returned to Purchaser and neither party shall have any further rights or obligations hereunder (except for those obligations of either party that expressly survive the termination of this Agreement pursuant to the other provisions of this Agreement). Notwithstanding the foregoing, in the event any condition to Purchaser's obligations hereunder described in this Section 4.6 shall not have been satisfied, Seller shall survive may elect by notice to Purchaser to extend the Closing for six a period not to exceed thirty (630) months and inure days in order to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchasersatisfy such condition. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver satisfaction, on or before prior to the date of Closing of all Date, of the following conditions: 7.1 NO MISREPRESENTATION OR BREACH. (a) Each of the documents and amounts required to be delivered by Seller pursuant to Section 6.3 There shall have been delivered as provided thereinno material breach by the Company or the Sellers in the performance of any of their covenants, agreements or obligations herein. (bi) All of The representations and warranties contained in Article III hereof (except for the representations and warranties of Seller contained in Section 9.2 Sections 3.2, 3.5, 3.8, 3.11, 3.17 and 3.20) shall be true and correct as of the Closing Date as though made on the Closing Date (except for representations and warranties that speak as of a specific date prior to the Closing Date which need only speak as of such date); PROVIDED, HOWEVER, that the condition set forth in this subparagraph (b)(i) shall be considered satisfied unless, ignoring for this purpose all qualifications as to materiality and Material Adverse Effect in such representations and warranties, the inaccuracies in such representations and warranties (with all such inaccuracies taken in the aggregate) have had or would have a Material Adverse Effect; (ii) the representations and warranties contained in Sections 3.2, 3.5, 3.11 and 3.17 hereof shall be true and correct in all respects as of the date hereof and as of the date of the Closing as though made at and as of the date of the Closing (provided that material respects, except for representations and warranties qualified by materiality and Material Adverse Effect, which are stated to be made as of the Effective Date need representations and warranties shall be true and correct only in all respects, as of the Effective Date); provided that, if Closing Date as though made on the failure of Seller's Closing Date (except for representations and warranties that speak as of a specific date prior to the Closing Date which need only speak of such date); and (iii) the representations and warranties contained in Sections 3.8 and 3.20 hereof shall be true and correct as of the Closing Date as though made on the Closing Date (except for representations and warranties that speak as of a specific date prior to the Closing Date which need only be true and correct as of such date); PROVIDED, HOWEVER, that the condition set forth in this subparagraph (b)(iii) shall be considered satisfied unless ignoring for this purpose all qualifications as to materiality and Material Adverse Effect in such representations and warranties, the inaccuracies in either Section 3.8 or 3.20 give rise to a loss or liability to the Company that exceeds, in either case, $10,000,000. (c) There shall have been no material breach by the Class D Sellers in the performance of any of their covenants, agreements and obligations herein, and none of the representations and warranties contained in Article IV shall fail to be true and correct in all respects would result in aggregate Losses to Purchaser of less than five million dollars ($5,000,000), this condition shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts any material respect on the Purchase Price for, such Losses pursuant to Section 9.8. (c) Seller shall have performed, in all material respects, all obligations required to be performed by it under this Agreement Closing Date as though made on and prior to the Closing Date. (d) At least ten (10) days prior to the Closing, Seller shall have delivered to Purchaser Satisfactory Estoppel Certificates from (i) one hundred percent (100%) of the Anchors other than (A) Anchors not required to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreements, (ii) Seller with respect to one hundred percent (100%) of the Excluded Anchor Agreements and (iii) Tenants occupying at least seventy-eight percent (78%) of the space currently occupied at the Real Property by Tenants from which Seller is required to request estoppel certificates in accordance with Section 5.4(b). (e) Seller shall have delivered to Purchaser the original of the GMAC Estoppel Certificate. (f) Purchaser shall have received (or shall be able upon payment of customary premiums to receive) the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller under the applicable Alexandria Ground Lease. If Seller is unable to deliver such a certificate from the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9, then Seller and Purchaser agree that the foregoing condition shall be deemed satisfied with respect to such Alexandria Ground Lease provided that Seller delivers to Purchaser a certificate of Seller with respect to the matters set forth in clauses (1), (2) and (3) above. Any such certificates of Seller shall survive the Closing for six (6) months and inure to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchaser. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transaction hereunder shall be subject to the fulfillment or written waiver on or before the date of Closing of all of the following conditions. If the following conditions are not satisfied on or before the date of Closing, subject to any extension right contained herein, then Purchaser may either: (i) elect to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and parties hereto shall have no further obligations hereunder, except for those which by their terms survive the termination of this Agreement, (ii) pursue its remedies provided for in Article 7 hereof or (iii) waive any of the following conditions without adjustment to the Purchase Price: (a) Each 4.6.1 Purchaser shall have received the opinion of Xxxxxxx Procter LLP dated as of the documents Closing Date, together with copies of any supporting representation letters delivered in connection with such opinion in a form reasonably satisfactory to Purchaser and amounts Seller, regarding the Trust’s organization and operation in conformity with the requirements for qualification and taxation as a real estate investment trust pursuant to Section 856-857 of the Code (“REIT”) at all times beginning on the date of the Trust’s formation through December 31, 2005 and for the period from January 1, 2006 until the Closing. Such opinion shall be substantially in the form attached hereto as Exhibit 4.6.1, which such opinion shall be based on customary assumptions and representations (including an assumption that for purposes of the opinion the Trust’s taxable year ended at the Closing, and an assumption that the Trust satisfied the distribution requirement described in Code Section 857(a)(1) for the hypothetical short taxable year beginning January 1, 2006 and ending at the Closing), and shall be subject to such changes or modifications from the language in such form opinion as deemed necessary or appropriate by Xxxxxxx Procter LLP and reasonably satisfactory to Purchaser; 4.6.2 Seller shall have delivered to Purchaser all of the items required to be delivered by Seller to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 6.3 shall have been delivered as provided therein.4.2 hereof; (b) All 4.6.3 Subject to Section 4.2.5, all of the representations and warranties of Seller contained in Section 9.2 this Agreement shall be true and correct in all material respects as of the date hereof of Closing, provided that in the event Seller is unable to state that the representations and warranties of Seller are true and correct in all material respects as of the date of the Closing as though made at and as of the date of the Closing (provided that representations and warranties which are stated to be made as of the Effective Date need be true and correct only as of the Effective Date); provided thatClosing, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses to Purchaser of less than five million dollars ($5,000,000), this condition shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8. (c) Seller shall have performedthe right to cure the condition preventing Seller from making such statement, and the Closing Date shall be extended for a period of up to fifteen (15) days to allow Seller to cure such condition; 4.6.4 Seller shall have performed and observed, in all material respects, all obligations required covenants and agreements of this Agreement to be performed and observed by it under this Agreement on and prior to Seller as of the Closing Date.date of Closing; and 4.6.5 Purchaser’s receipt at least three (d) At least ten (103) days prior to the ClosingClosing (the “Estoppel Return Date”) of estoppel certificates substantially in the form of Exhibit 4.6.5, Seller shall have delivered with such additional information or modifications reasonably approved by Purchaser, or in such form as required to Purchaser Satisfactory Estoppel Certificates from conform to any specific requirements in the applicable Lease (i) one hundred from (a) each tenant leasing 30,000 or more rentable square feet of floor area in the Improvements (a “Major Tenant”) and (b) tenants under Leases representing seventy-five percent (10075%) of the Anchors other than (A) Anchors rentable square feet of floor area in the aggregate, including Major Tenants but excluding rentable square feet of floor area not required currently subject to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreementsany Lease, (ii) Seller with respect to one hundred percent (100%) which confirm the documents constituting the Lease of the Excluded Anchor Agreements each such tenant, and (iii) Tenants occupying at least seventy-eight percent which do not (78%x) allege the existence of the space currently occupied at the Real Property by Tenants from which Seller is required to request estoppel certificates in accordance with Section 5.4(b). (e) Seller shall have delivered to Purchaser the original of the GMAC Estoppel Certificate. (f) Purchaser shall have received (or shall be able upon payment of customary premiums to receive) the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller under or any unperformed obligation by Seller, (y) recite any material fact which contradicts the Lease Schedule, or (z) disclose the existence of any delinquent fixed rent, additional rent or other material charges payable by the relevant tenant, in each case which is not disclosed in the Lease Schedule. (i) Promptly following the date of this Agreement, Seller shall request estoppel certificates from all tenants of the Improvements in the form attached hereto as Exhibit 4.6.5 or in the form specified in the applicable Alexandria Ground LeaseLease and Seller shall use commercially reasonable efforts to obtain estoppel certificates from all such tenants. (ii) If Purchaser receives any tenant estoppel certificate, it shall promptly provide a copy thereof to Seller, and if Seller obtains any tenant estoppel certificate, it shall promptly provide a copy thereof to Purchaser. Any tenant estoppel certificates which do not comply with the provisions set forth in the first sentence of this Section 4.6.5 shall be subject to Purchaser’s approval in its reasonable discretion. Unless Purchaser objects to any such estoppel certificate and terminates this Agreement as a result thereof within five (5) Business Days of receipt of such estoppel certificate, Purchaser shall be deemed to have approved such estoppel certificate and shall purchase the Property subject to all matters set forth in such estoppel certificate. If Seller is unable Purchaser has not received acceptable tenant estoppel certificates from tenants representing 75% of the rentable square footage, excluding rentable square footage not then subject to deliver such a certificate from any Lease, by the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9Estoppel Return Date, then Seller may provide estoppel certificates executed by Seller meeting the requirements of the first sentence of this Section 4.6 for tenants leasing up to 10% of the rentable square footage other than Major Tenants, and Purchaser agree that the foregoing condition such Seller estoppel certificates shall be deemed satisfied to be acceptable. If Purchaser has not received acceptable (or deemed acceptable) tenant estoppel certificates as provided herein on or before the Closing Date, then Purchaser at its sole option may (i) waive the tenant estoppel condition and proceed to closing, (ii) extend the Closing Date for a period of up to fourteen (14) days to allow the Seller more time to obtain additional estoppel certificates, or (iii) terminate this Agreement by giving written notice thereof to Seller, with respect a copy to such Alexandria Ground Lease Escrow Agent, by 5:00 P.M. on the Closing Date, whereupon this Agreement shall automatically terminate and the Deposit shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other under this Agreement except as otherwise provided that Seller delivers herein. If Purchaser elects to extend the Closing Date pursuant to clause (ii) of the preceding sentence and Purchaser a certificate still has not received acceptable (or deemed acceptable) tenant estoppel certificates as provided herein on or before the expiration of Seller with respect to the matters fourteen (14) day extension period, then Purchaser may elect one of the options set forth in clauses (1), (2i) and (iii) of the preceding sentence. 4.6.6 Purchaser’s receipt, by the Estoppel Return Date, of an estoppel letter substantially in the form of Exhibit 4.6.6 from Chicago Union Station Company, CUSCO and National Railroad Passenger Company (collectively the “Station Real Estate Owner”) regarding the status of and compliance with that certain 2001 Easement and Operating Agreement and related easements (the “Air Rights Agreement”) between the Station Real Estate Owner and Riverside LLC. Within three (3) above. Any such certificates Business Days of the Effective Date, Seller shall survive the Closing for six (6) months and inure promptly thereafter submit such estoppel letter to the benefit of Purchaser, its successors Station Real Estate Owner and assigns and any lender providing financing thereafter use commercially reasonable efforts to Purchaserobtain an executed estoppel letter from the Station Real Estate Owner by the Estoppel Return Date. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transaction hereunder shall be subject to the fulfillment or written waiver on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Each Seller shall have delivered to Purchaser all of the documents and amounts items required to be delivered by Seller to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 6.3 shall have been delivered as provided therein.4.2 hereof; (b) All of the representations and warranties of Seller contained in Section 9.2 this Agreement shall be true and correct in all respects as of the date hereof when made and as of the date of the Closing as though made Date and, at and as of the date of the Closing (provided that representations and warranties which are stated to be made as of the Effective Date need be true and correct only as of the Effective Date); provided thatClosing, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses Seller shall deliver to Purchaser a certificate to that effect (the "SELLER REPRESENTATION CERTIFICATE"). Notwithstanding the foregoing, unless the Seller Representation Certificate discloses the existence of less than five million dollars a Material Adverse Effect ($5,000,000as defined in Section 4.6(g) hereof), the condition set forth in this condition Section 4.6(b) shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8.be satisfied; (c) Seller shall have performed, performed and observed in all material respects, respects all obligations required covenants and agreements of this Agreement to be performed and observed by it under this Agreement on and prior to Seller as of the Closing Date.; (d) At least ten (10) days prior The Property shall be conveyed at Closing subject only to the Closingfollowing matters, Seller shall have delivered which are hereinafter referred to Purchaser Satisfactory Estoppel Certificates from as the "PERMITTED EXCEPTIONS": (i) one hundred percent (100%) those matters that either are not objected to in writing within the time periods provided in Sections 2.2 or 2.3 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Anchors other than (A) Anchors not required to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreements, Property; (ii) Seller with respect to one hundred percent (100%) the rights of tenants under the Excluded Anchor Agreements and Leases; (iii) Tenants occupying at least seventy-eight percent (78%) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the space currently occupied at Closing Date (as defined in Section 4.1), subject to adjustment as herein provided; (iv) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (v) matters that have arisen as a result of acts done or suffered by or through Purchaser. Evidence of delivery of title subject only to the Permitted Exceptions shall be the issuance by the Title Company, and/or another national title company of its Owner's Policy of Title Insurance (the "TITLE POLICY") covering the Real Property by Tenants from which Seller is required Property, in the aggregate amount of the Purchase Price, subject only to request estoppel certificates in accordance with Section 5.4(b)the Permitted Exceptions. (e) Seller No later than five (5) days prior to Closing, Purchaser shall have delivered received, from tenants leasing eighty-five percent (85%) or more of the leased area of the Building (specifically including, in any event, all tenants who lease more than 10,000 rentable square feet in the Building) Estoppel Certificates addressed to Purchaser and any other person designated by Purchaser, dated not earlier than the original first day after the expiration of the GMAC Inspection Period, substantially in the form of EXHIBIT D. Purchaser agrees that an Estoppel CertificateCertificate shall be deemed to satisfy the requirements of this Section 4.6(e) even though it may not be in the form or substance of EXHIBIT D, provided that the Estoppel Certificate (i) states that no material defaults have occurred under the lease and confirms the economic terms of the lease, or (ii) contains the specific information (as opposed to a general or "catch all" requirement), if any, required by the applicable lease, or (iii) does not depart from the form of Estoppel Certificate attached as EXHIBIT D other than to reflect facts or circumstances that are disclosed in writing by Seller or that were known to Purchaser through its inspection of the Property prior to the expiration of the Inspection Period. (f) Purchaser No event(s) shall have received (occurred or shall be able upon payment of customary premiums to receive) condition arisen, after the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller under the applicable Alexandria Ground Lease. If Seller is unable to deliver such a certificate from the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9, then Seller and Purchaser agree that the foregoing condition shall be deemed satisfied with respect to such Alexandria Ground Lease provided that Seller delivers to Purchaser a certificate of Seller Effective Date with respect to the matters set forth in clauses Property (1other than any loss or damage to the Property caused by fire or other casualty or condemnation which shall be governed by the terms of Article VII hereof), the result(s) of which may reasonably be expected to have an adverse effect on the value of the Property (2in the aggregate) which would in the reasonable opinion of an investment sales broker reasonably selected by Purchaser and Seller be equal to or greater than Two Hundred Fifty Thousand and No/100 Dollars (3$250,000.00) above(a "MATERIAL ADVERSE EFFECT"). Any If any of the conditions to Purchaser's obligations under Section 4.6 shall fail to occur and such certificates failure is not otherwise a default under this Agreement (in which event Purchaser would be afforded the rights under Section 6.2 hereof), then Purchaser may, as long as Purchaser is not in default hereunder, and as its sole and exclusive remedy, terminate this Agreement by written notice to Seller, in which event the Deposit shall be promptly returned to Purchaser and neither party shall have any further rights or obligations hereunder (except for those obligations of either party that expressly survive the termination of this Agreement pursuant to the other provisions of this Agreement). Notwithstanding the foregoing, in the event any condition to Purchaser's obligations hereunder described in this Section 4.6 shall not have been satisfied, Seller shall survive may elect by notice to Purchaser to extend the Closing for six a period not to exceed thirty (630) months and inure days in order to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchasersatisfy such condition. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to effect consummate the Closing transaction hereunder shall be subject to the fulfillment or written waiver on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) 4.6.1 Each Seller Entity shall have delivered to Purchaser all of the documents and amounts items required to be delivered by Seller to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 6.3 shall have been delivered as provided therein4.2. (b) 4.6.2 All of the representations and warranties of each Seller Entity contained in Section 9.2 this Agreement shall be true and correct in all material respects as of the date hereof and as of the date of the Closing as though made at and as of the date of the Closing Date (provided that representations and warranties which are stated to be made as of the Effective Date need be true and correct only as of the Effective Datewith modifications permitted under this Agreement); provided that, if the failure of Seller's representations and warranties to be true and correct in all respects would result in aggregate Losses to Purchaser of less than five million dollars ($5,000,000), this condition shall be deemed satisfied provided that Seller pays to Purchaser, or adjusts the Purchase Price for, such Losses pursuant to Section 9.8. (c) 4.6.3 Each Seller Entity shall have performedperformed and observed, in all material respects, all obligations required covenants and agreements of this Agreement to be performed and observed by it under this Agreement on and prior to each Seller Entity as of the Closing Date. 4.6.4 Seller shall have received and delivered to Purchaser at least two (d2) At least business days prior to the Closing Date all of the Required Tenant Estoppels. 4.6.5 The Title Company shall issue (or be prepared and irrevocably and unconditionally committed to issue) the Title Insurance Policies in the form required under Section 2.4 hereof. In the event any of the foregoing conditions are not fulfilled by Sellers or waived by Purchaser by Closing, Purchaser may terminate this Agreement as to all Properties by giving written notice to Seller Contract Agent on the Closing Date and the Xxxxxxx Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Notwithstanding the foregoing, to the extent that the failure of any of the foregoing conditions is the result of any Seller Entity’s default under its obligations hereunder, and Purchaser elects to terminate the Agreement, then, in addition to any other rights hereunder, Purchaser may exercise its rights pursuant to Section 6.2 hereof. If Closing shall occur, all of the foregoing conditions precedent shall be deemed to have been satisfied. Notwithstanding anything to the contrary contained herein, no Seller Entity shall be in default of this Agreement by virtue of its failure to obtain a Required Tenant Estoppel required pursuant to Section 4.6.4, above, and Purchaser’s sole right in such case shall be to terminate this Agreement as to all Properties and receive a return of the Xxxxxxx Money and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Further, notwithstanding anything to the contrary, in the event any condition described in Section 4.6.4 remains unsatisfied, then either Sellers or Purchaser shall have the election, each in its sole and absolute discretion (but without any obligation to do so) of extending the Closing Date for up to ten (10) business days prior in order to the Closing, Seller shall have delivered to Purchaser Satisfactory Estoppel Certificates from (i) one hundred percent (100%) of the Anchors other than (A) Anchors not required to deliver an estoppel under the terms of their respective Anchor Agreements and (B) Anchors under the Excluded Anchor Agreements, (ii) Seller with respect to one hundred percent (100%) of the Excluded Anchor Agreements and (iii) Tenants occupying at least seventy-eight percent (78%) of the space currently occupied at the Real Property by Tenants from which Seller is required to request estoppel certificates in accordance with Section 5.4(b)satisfy such condition. (e) Seller shall have delivered to Purchaser the original of the GMAC Estoppel Certificate. (f) Purchaser shall have received (or shall be able upon payment of customary premiums to receive) the Title Policy. (g) Seller shall have terminated all management agreements relating to the Property, including any management agreements with FUM. (h) Seller shall deliver to Purchaser, in a form reasonably acceptable to Purchaser, a certificate from the lessor under each Alexandria Ground Lease, pursuant to which such lessor shall certify (1) that the applicable Alexandria Ground Lease is in full force and effect, (2) as true, correct and complete, a copy of the applicable Alexandria Ground Lease and that the documents listed in Schedule 1.4 are all of the documents (or modifications thereof) relating to such Alexandria Ground Lease and (3) that such lessor has not provided Seller with written notice of, and has no knowledge of, any default by Seller under the applicable Alexandria Ground Lease. If Seller is unable to deliver such a certificate from the lessor under an Alexandria Ground Lease despite Seller's best efforts to do so in accordance with its obligations under Section 8.9, then Seller and Purchaser agree that the foregoing condition shall be deemed satisfied with respect to such Alexandria Ground Lease provided that Seller delivers to Purchaser a certificate of Seller with respect to the matters set forth in clauses (1), (2) and (3) above. Any such certificates of Seller shall survive the Closing for six (6) months and inure to the benefit of Purchaser, its successors and assigns and any lender providing financing to Purchaser. (i) GMAC shall permit the assumption of the GMAC Mortgage by Purchaser.