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 to Closing, each Seller shall use commercially all reasonable efforts to obtain and deliver to Purchaser a Tenant Estoppel Certificate from the Tenant under each Lease of such Seller’s Property an estoppel certificate in substantially the form attached hereto as Exhibit “T-1” orall Tenants, if any Lease requires a different form, in the form required by such Lease, all dated no more earlier than thirty (30) days prior to the Closing Date (eachDate, a “Tenant Estoppel Certificate”)conforming to the most recent Rent Roll and alleging no defaults, offsets, or claims against Seller. The statements made by the tenants in such Seller shall deliver completed Tenant Estoppel Certificates shall not disclose any material defaults under such Lease to Buyer as they are received by Seller, and shall use all reasonable efforts to deliver all Tenant Estoppel Certificates to Buyer prior the Closing. It shall be a condition to Buyer’s obligation to close the acquisition of the Property that not disclose later than the Closing Date: (a) Seller delivers to Buyer Tenant Estoppel Certificates from the Required Tenants; or (b) To the extent Seller is unable to obtain Tenant Estoppel Certificates, or any information that is materially inconsistent with items required to be therein, from the information disclosed Required Tenants, Seller may deliver to Buyer and Buyer shall be obligated to accept, on the Closing Date a certification in which Seller warrants and represents to Buyer, with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right missing Tenant Estoppel Certificates or any missing items required to approve the form of be included therein, as to all matters that were to be included therein. If Seller is later able to deliver to Buyer a Tenant Estoppel Certificate from any Tenant as to be delivered to which Seller has provided a tenant for signature prior Seller’s Certificate that does not materially differ from the Seller’s Certificate, the Seller’s Certificate as to such delivery. None of the Sellers Tenant 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 Closingbecome null and void.

Tenant Estoppel Certificates. Prior Each related Seller agrees to Closing, each use its reasonable efforts to cause the tenants under the Existing Leases with respect to its Property to deliver to Buyer at closing a written statement ("Tenant Estoppel Certificate") in substantially the form of tenant estoppel certificate set forth on Exhibit "I" attached hereto and made a part hereof. 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. Buyer's obligations under this Agreement to complete closing with respect to a particular Property on the Closing Date and pay the Purchase Price for such Property shall not be relieved if the related Seller shall use commercially is unable to obtain any required Tenant Estoppel Certificate after using its reasonable efforts to obtain same. If any such tenant indicates in its Tenant Estoppel Certificate that it has a claim which would entitle it to set-off the amount of the claim against rent due under its lease and deliver to Purchaser from the Tenant under each Lease amount of such Seller’s claim is ascertainable, the related Seller shall have the right, at its sole option, to give Buyer a credit against the Purchase Price for the Property an estoppel certificate in substantially question in the form attached hereto as Exhibit “T-1” oramount of the claim, if any Lease requires a different formand, in the form required by such Leaseevent, 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 Buyer shall not disclose any material defaults under such Lease complete closing and shall not disclose any information that is materially inconsistent with the information disclosed with respect take subject to such Lease on Exhibits “D-1” through “D-3.” Purchaser claim. If the related Seller does not so elect, Buyer shall have the right to approve receive on written demand by Buyer to the form related Seller and Escrowee the return of Estoppel Certificate to be delivered to a tenant for signature prior to such delivery. None portion of the Sellers shall be in default for failure Deposit equal to obtain any Tenant Estoppel Certificatesthe Termination Return Portion. If any Upon the return of the Properties includes a Lease under which the Tenant is the GSATermination Return Portion, 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 this Agreement solely 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 Property in question shall terminate and neither the related Seller nor Buyer shall have any further rights or obligations hereunder as to the Property in question (except for the indemnity obligations of Buyer and the related Seller to the other as set forth in this Agreement which shall survive such partial cancellation of this Section 6.1.3 pertaining to novation agreements shall expressly survive the ClosingAgreement).

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 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 The “T-1TWC Estoppel” or, if any Lease requires means a different form, in the form required by such Lease, all dated no more than thirty written statement (30) days prior to the Closing Date (each, a “Tenant Estoppel Certificate”). The statements made ) signed by Time Warner Cable Inc. in substantially the tenants in such Tenant form attached to this Agreement as Exhibit G, which TWC Estoppel Certificates shall not disclose any material defaults under such Lease and shall not disclose any information that is directly and materially inconsistent with deviates from the information disclosed with respect set forth in the rent roll attached hereto as Exhibit J and shall not disclose any default under the Lease. The fact that a Tenant Estoppel Certificate (whether the TWC Estoppel or any other Tenant Estoppel Certificate) addresses matters not addressed in the rent roll attached hereto as Exhibit J shall not be deemed to constitute a material deviation from the information set forth in the rent roll (e.g., a Tenant Estoppel Certificate might address tenant improvement allowances and the rent roll might be silent on such issue). Seller agrees to use commercially reasonable efforts to cause all of the other tenants under the Leases to deliver to Purchaser at Closing a Tenant Estoppel Certificate in substantially the form attached to this Agreement as Exhibit G; provided, however, that if any Lease on Exhibits “D-1” through “D-3.” Purchaser shall have requires the right tenant thereunder to approve submit a particular form of tenant estoppel certificate to its landlord, then such tenant may submit the form of tenant estoppel certificate required by its Lease, in lieu of the form of Tenant Estoppel Certificate attached to be delivered to a tenant for signature prior to such delivery. None of the Sellers shall be in default for this Agreement as Exhibit G. Seller’s failure to obtain any a Tenant Estoppel Certificates. If Certificate from Time Warner Cable Inc. and/or from any of the Properties includes particular tenant(s) under any applicable Lease(s) shall not constitute a Lease default under which the Tenant is the GSAthis Agreement, such Property’s provided Seller shall use has used 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 ClosingCertificate from Time Warner Cable Inc. or such other tenant(s).

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 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 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 Following the Effective Date, Seller shall prepare and deliver to Closingall Tenants at the Property an estoppel certificate or other statement in the form required under Section 4.7.1 (“Tenant Estoppel Certificates”), and request each such tenant to execute and deliver the Tenant Estoppel Certificate to Seller, provided, however, that Seller need not send Tenant Estoppel Certificates to Tenants whose leased space consists entirely of areas subject to or covered by billboard, rooftop, telecommunications, or antenna lease or license (collectively, “Non-Space Leases”). Seller shall use commercially reasonable efforts to provide a Tenant Estoppel Certificate from those Tenants occupying 10,000 square feet or more of rentable 12 4.7.1 Each Tenant Estoppel Certificate shall be substantially (i) in the form attached as Exhibit “J”; subject to the applicable Tenant’s reasonable changes, including changes to comply with the estoppel requirements in the applicable Lease (it being acknowledged and agreed that if a Lease provides for an estoppel certificate containing certain specified items and such other items as a party may “reasonably require”, then the delivery by the tenant under such Lease without any items other than the specified items shall be deemed to be the delivery of an estoppel certificate in compliance with the terms of such Lease), (ii) in the form prescribed by the terms of the applicable Lease, or (iii) if the Tenant is a regional or national Tenant, the form may also be the standard form generally used by such Tenant. In addition, any provisions of the applicable estoppel certificates respecting defaults, defenses, disputes, environmental matters, claims, offsets, credits, abatements, concessions and recaptures against rent and other charges may be limited to the actual knowledge of the applicable Tenant. Buyer’s failure to object to any Tenant Estoppel Certificate (or any information or provision therein) by written notice to Seller given within five (5) Business Days after Buyer’s receipt thereof (but not later than the Closing Date) shall be deemed to constitute Buyer’s acceptance and approval thereof. 4.7.2 Seller shall utilize commercially reasonable efforts to obtain and deliver to Purchaser Tenant Estoppel Certificates from the Tenant under each Lease of (other than Non-Space Leases) at the Property (without the obligation to incur any material cost or liability in connection with such Seller’s Property an estoppel certificate efforts or making any payments or granting any concessions under the Leases and without the obligation to declare any tenants in substantially default under the form attached hereto as Exhibit “T-1” or, if Leases or to initiate 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”proceeding thereunder). The statements made by the tenants As used in such Tenant Estoppel Certificates this Agreement, “commercially reasonable efforts” shall not disclose include any material defaults under such Lease and shall not disclose obligation to institute or threaten legal proceedings, to declare or threaten to declare any information that is materially inconsistent with the information disclosed with respect person in default, to such Lease on Exhibits “D-1” through “D-3.” Purchaser shall have the right expend any monies or to approve the form of Estoppel Certificate cause any other person 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 do 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 Closingsame.

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 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 to ClosingA tenant estoppel certificate, 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 substantially in substantially the form attached hereto as Exhibit “T-1” orEXHIBIT C-1, if duly executed by tenants representing 100% of the rentable square footage actually demised under Leases as of the Closing (the "ESTOPPEL CERTIFICATE REQUIREMENT"). A Tenant Estoppel Certificate shall not be deemed unsatisfactory merely because any Lease requires tenant qualifies any statement or certification therein by a different form"best of knowledge" standard or similar provision. If MetLife is unable to obtain tenant estoppel certificates which satisfy the Estoppel Certificate Requirement, then MetLife may elect (but shall have no obligation whatsoever) to deliver its estoppel certificate in the form attached hereto as EXHIBIT C-2 relating to Leases which, when combined with tenant estoppel certificates delivered to Buyer, satisfy the Estoppel Certificate Requirement, in which event the Closing delivery required by this Section shall be deemed to have been satisfied. If MetLife delivers its certificate with respect to any tenant, it shall be entitled after Closing to continue to deal with any tenant who has not delivered an estoppel certificate to attempt to obtain such Leasea certificate from such tenant, all dated and Buyer shall reasonably cooperate with MetLife in such attempt, at no more than thirty (30) days prior cost or expense to Buyer and without Buyer being obligated to take any action under the applicable Lease against any tenant which fails to deliver an estoppel certificate. If a tenant estoppel certificate is delivered to Buyer after the Closing Date (eachwith respect to any tenant for whom MetLife has delivered its certificate at Closing pursuant to this paragraph, 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 certificate of MetLife with respect to such Lease on Exhibits “D-1” through “D-3.” Purchaser tenant shall have automatically be deemed null and void and Buyer shall return the right same 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 ClosingMetLife. With respect to any such Lease statement or certification relating to a GSA Tenanttenant contained in the certificate of MetLife, the term “Tenant Estoppel Certificate” as used herein shall mean MetLife may qualify said statement or certification therein by a statement "best 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 Closingknowledge" standard or similar provision.

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.

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 to Closing, each Seller Buyer 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 have received no more later than thirty three (303) days prior to the Closing Date an estoppel certificate (each, a the “Tenant Estoppel Certificate”) from Tenant, in the form required under Section 4.8.1 (which does not disclose matters adverse to the Property, in any material respect, which are not set forth in the Lease, nor the existence of any default under the Lease), shall be a condition precedent to Buyer’s obligation to acquire the Property hereunder. If on or before the Closing Date such condition is not satisfied (or waived by Buyer), then this Agreement shall terminate and Buyer shall be entitled to a refund of the Deposit (less the Independent Consideration, which shall be paid to Seller) and no party hereto shall have any further obligation under this Agreement except under those provisions that expressly survive a termination of this Agreement. 4.8.1 The statements made by the tenants in such Tenant Estoppel Certificates Certificate shall not disclose be substantially in the applicable form attached as Exhibit “L”. In addition, any material defaults under such Lease and shall not disclose any information that is materially inconsistent with provisions of 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 Tenant Estoppel Certificate respecting defaults, defenses, disputes, environmental matters, claims, offsets, credits, abatements, concessions and recaptures against rent and other charges may be limited to be delivered to a tenant for signature prior to such delivery. None the actual knowledge 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 Tenant. 4.8.2 Seller shall use utilize commercially reasonable efforts to obtain a novation agreement with respect the Tenant Estoppel Certificate from Tenant prior to such Lease before Closing and, if such novation agreement is not obtained as the expiration of the ClosingDue Diligence Period. As used in this Agreement, such “commercially reasonable efforts” shall not include any obligation to institute legal proceedings, to declare any person in default, to expend any monies or to cause any other person to do any of the same. 4.8.3 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, deliver the term “Tenant Estoppel Certificate” as used herein Certificate to Tenant within two (2) business days following the Effective Date, and Seller shall mean promptly deliver a statement copy of lease in form reasonably satisfactory the executed Tenant Estoppel Certificate to the GSA Tenant thereunder. The provisions of this Section 6.1.3 pertaining to novation agreements shall expressly survive the ClosingBuyer upon receipt by Seller.

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.