Common use of Tenant Estoppels Clause in Contracts

Tenant Estoppels. Purchaser shall have received Tenant estoppel certificates in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser.

Tenant Estoppels. Purchaser shall have received Tenant estoppel certificates in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for endeavor to secure and deliver to Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three , no later than two (32) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered prior to the Tenants under the Leases. Notwithstanding the foregoingClosing Date, Seller may provide its own an estoppel certificate from [TENANT], a [ENTITY TYPE] ("SELLER'S ESTOPPELTenant") in the form attached as Exhibit J an exhibit to Purchaser in satisfaction of the foregoing requirements but Seller relevant Tenant's lease or as may not deliver a Seller Estoppel for more than fifteen percent be customarily given by the applicable Tenant, which form may include qualifications regarding knowledge and materiality, as well as approximations (15%) of the leased space"Tenant Estoppel"). In the event that, after the Closingaddition, Seller delivers to hereby discloses and Purchaser a acknowledges that the Tenant Estoppel Certificate from a tenant for whom Seller executed a may disclose that Seller's Estoppel at , as Landlord under the Closing and such Tenant Estoppel Certificate contains no information which Lease, is contradictory to or inconsistent currently not in compliance with the information co-tenancy requirements contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel Lease with respect to such Seller's EstoppelTenant. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel CertificatesEstoppel. Seller will deliver to Purchaser copies a copy of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees If the Tenant Estoppel is not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to in the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed required by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If this Section 3.7 and Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five one (51) business days from following the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser. If Seller has not received the Tenant Estoppel hereunder by Closing, then Seller may, at Seller's sole option, provide to Purchaser an estoppel letter in the form attached as Exhibit 3.7(a) that covers the Lease applicable to Tenant ("Seller Estoppel"). If Seller provides a Seller Estoppel pursuant to the preceding sentence, and if a tenant thereafter submits a Tenant Estoppel, then the Tenant's Estoppel shall replace and be substituted for the Seller Estoppel and that Seller Estoppel shall be returned to Seller by Purchaser and be of no further force and effect. In the event Seller has not provided the Tenant Estoppel, or at Seller's election, the Seller Estoppel in lieu thereof, on or before two (2) business days prior to the Closing Date, Seller shall have the right to delay the Closing for up to thirty (30) days upon written notice to Purchaser delivered not less than two (2) business days prior to the scheduled Closing Date. If the foregoing Tenant Estoppel, or at Seller's election, the Seller Estoppel in lieu thereof, are not delivered to Purchaser at least two (2) business days prior to the Closing Date, as may have been delayed as provided above, then Purchaser's sole right and sole and exclusive remedy with respect thereto shall be to elect to terminate this Agreement upon written notice thereof delivered to Seller at least one (1) business day prior to the Closing Date. If such termination notice is properly given, the Title Company/Escrow Agent shall immediately return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the obligations of Purchaser that survive the termination of this Agreement. If Purchaser fails, for any or no reason, to timely deliver any such termination notice, Purchaser will be deemed to have elected to waive (a) the condition precedent to Purchaser's obligation to close this transaction with respect to the Tenant Estoppel described in this Section 3.7 and (b) Purchaser's right to terminate under this Section 3.7.

Tenant Estoppels. Purchaser Promptly following the mutual execution of this Agreement, Seller shall have received Tenant prepare, and deliver to each of the tenants, written estoppel certificates in substantially the form attached hereto as Exhibit C "E" and incorporated herein by reference (orthe "Tenant Estoppels"). Seller shall use commercially reasonable efforts to obtain signed Tenant Estoppels from each of the existing tenants on or before the Contingency Date. If by the Contingency Date Seller has not received and delivered to Buyer a Tenant Estoppel from each existing tenant or Buyer has disapproved the content of any Tenant Estoppel, Buyer shall have the right to terminate this Agreement upon written notice to Seller on or before the Contingency Date. Buyer's failure to timely disapprove any Tenant Estoppel shall be deemed Buyer's approval thereof. Notwithstanding the following, Buyer shall not have the right to disapprove any Tenant Estoppel which is in form and substance materially the same as the form attached hereto as Exhibit "E" and which is not materially inconsistent with the rent roll and Leases delivered to Buyer and does not otherwise disclose any quarrel or disagreement with Seller. Additionally, if differentany Tenant Estoppel is not timely received by Buyer, Seller shall prior to the form required Close of Escrow, deliver to Buyer (and Buyer shall accept in lieu of a Tenant Estoppel) an estoppel certified by the applicable Lease or delivered to Seller prior (to Seller's acquisition actual knowledge) with respect only to the following matters: the amount of base rent payable by such tenant (and the date through which such base rent has been paid); the amount of the Property) from tenants who lease, in security deposit held by Seller; the aggregate, at least eighty-five percent (85%) term of such lease including options; the amount and date of the leased space last payment of any pass-through expenses; and a representation that there are no known defaults under such Lease (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"or stating any known defaults). Purchaser acknowledges that Such certification shall survive the Close of Escrow for a maximum period of twelve (12) months (provided, however, if Seller has no obligation to obtain subsequently delivers a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3tenant(s) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser Buyer obtains a Tenant Estoppel Certificate from a tenant for whom such tenant(s), Seller executed a Seller's Estoppel at the Closing and shall thereafter be released from such certification if such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with confirms the information contained matters in the estoppel certified by Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser.

Tenant Estoppels. Purchaser (a) Seller shall have received Tenant use commercially reasonable efforts to secure and deliver to Buyer at least two (2) business days prior to the Closing Date an estoppel certificates certificate for the Lease consistent with the information in the Lease and substantially in the form attached hereto as Exhibit C (oror such form as may be required under the Lease. Each estoppel certificate shall be dated no earlier than 30 days prior to Closing. Buyer shall notify Seller in writing, if different, the form required either by the applicable Lease Closing Date or delivered to Seller prior to Seller's acquisition within 3 business days following Buyer’s receipt of the Propertyestoppel certificate (pdf copy via email), whichever is earlier, of Buyer’s disapproval of any materially adverse matter(s) from tenants who leasecontained therein as determined in Buyer’s reasonable business judgment, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by basis of such tenantdisapproval (“Buyer’s Disapproval Notice”). Seller shall provide Purchaser with copies have 10 business days from Seller’s receipt of the Tenant Estoppel Certificates prepared by Seller Buyer’s Disapproval Notice within which to cure such materially adverse matter(s), and the Closing Date shall be extended, at Seller’s or Buyer’s option, to allow for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates up to the Tenants and the completed Tenant Estoppel Certificates full 10-business day cure period. It shall be deemed approved by Purchaser a condition precedent to Buyer’s obligation to proceed with Closing and Buyer may terminate this Agreement upon written notice to Seller on the expiration Closing Date (as the same may be extended in accordance with the terms of three (3) this Agreement), in which event the Xxxxxxx Money shall be returned to Buyer, if prior to 2 business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered prior to the Tenants under Closing Date Seller has not delivered an estoppel certificate for the Leases. Notwithstanding Lease (the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller “Estoppel for more than fifteen percent (15%) of the leased spaceRequirement”). In the event thatof such termination, after the ClosingEscrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or liabilities hereunder except as provided in Sections 2.2, 2.3 and 10.2 of this Agreement. Promptly following Buyer’s written notice to Seller, Seller delivers to Purchaser shall request an SNDA from Tenant in a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing form and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificatessubstance required by Buyer’s lender. Seller will deliver Purchaser copies shall use diligent, good faith efforts to cooperate with Buyer in obtaining the SNDA’s on or before Closing; however, the receipt of said SNDA’s shall not be a condition to Closing and, Buyer, not Seller shall have the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not obligation to unreasonably object to or withhold Purchaser's consent to negotiate any alternate estoppel form or changes made thereto requested by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by PurchaserTenant.

Tenant Estoppels. Purchaser shall have received Tenant estoppel certificates in substantially the form attached hereto as Exhibit C EXHIBIT 4.6 (or, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, in the aggregate, at least eightyseventy-five percent (8575%) of the leased space (inclusive of the space leased by Centene Corporation) Tenants in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three one (31) business days day following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five two (52) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser.

Tenant Estoppels. Purchaser Seller shall have received Tenant request from each of the tenants at the Property and promptly deliver to Buyer estoppel certificates in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL"a) in the form of Exhibit D attached hereto or (b) in such form as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made permitted by any tenant to the form attached heretoLease (in either case, an “Estoppel Certificate” or “Estoppel Certificates”). In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within Within five (5) business days after the Effective Date, Seller shall deliver to Buyer copies of such Estoppel Certificates with all blank spaces completed for Buyer’s review and approval. Thereafter, Seller shall use good faith commercially reasonable efforts to obtain Confirming Estoppels (as defined below) from all tenants. In exercising commercially reasonable efforts, Seller shall request execution by transmitting correspondence to tenants, and Seller or its property manager shall follow up by telephone from time to time as appropriate, but Seller shall not be required to institute any legal action of any kind. Promptly following Seller’s receipt of any Confirming Estoppel, but in no event longer than two (2) business days following Seller’s receipt, Seller shall deliver to Buyer a true, correct and complete copy of the Confirming Estoppel, which delivery may be effected by electronic mail to Buyer’s legal counsel. Any such fully executed Estoppel Certificate that does not allege any default by Seller or such Tenant, does not contain any other changes from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed form approved by PurchaserBuyer and is not dated more than forty-five (45) days prior to the Closing Date is referred to herein as a “Confirming Estoppel.” Except with respect to the “Required Tenant Estoppels,” Seller’s inability to obtain any one or more Estoppel Certificates under this Section 4.6.1 is not a condition to Closing, is not a Seller default, and does not permit Buyer to terminate this Agreement. For purposes of this Agreement, the Required Tenant Estoppels shall include Estoppel Certificates from each of the following tenants: Target Corporation and The NewsRoom.

Tenant Estoppels. Purchaser Seller shall have received Tenant use reasonable efforts to obtain and deliver to Buyer at least (5) business days prior to the Closing an executed estoppel certificates letter dated within sixty (60) days of the Closing, in substantially the form reasonably satisfactory to both Seller's and Buyer's counsels, a pro-forma copy being attached hereto as Exhibit C E (orthe "Tenant Estoppels"), if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, whose leases constitute in the aggregate, at least eighty-five aggregate not less than eighty percent (8580%) of the leased space (inclusive rentable square footage of the space leased by Centene Corporation) Improvements, or in the Property form described or contemplated in substantially the same form lease, the substance and content of which must be consistent in all material respects with the Lease, and the Certified Rent Roll. It is expressly understood and agreed that if Seller agrees under any circumstance to extend the Closing date as referenced in Section 3.01 hereof to a date which would cause the Tenant Estoppels to be dated more than sixty (60) days prior to the Closing, that the Tenant Estoppels shall be deemed satisfactory provided they are dated within the sixty (60) day period prior to the originally stated Closing date. In no event shall the preceding sentence imply any obligation or agreement on the part of Seller received from such tenants when Seller acquired to extend the Property (the "TENANT ESTOPPEL CERTIFICATES")Closing date. Purchaser acknowledges that Seller has no obligation Upon delivery to obtain Buyer prior to or after Closing of a Tenant Estoppel Certificate from Centene Corporation and confirming the threshold matters set forth above includes the space leased by in Section 5.02 hereof as to such tenant. Seller shall provide Purchaser with copies 's Lease, the representations and warranties of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates Setter set forth in Section 5.02 hereof shall be deemed approved by Purchaser on terminated and the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered shall have no liability to the Tenants under the LeasesBuyer therefor. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing Buyer acknowledges and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel agrees that with respect to such Seller's Estoppel. In no event any Lease with any U.S. governmental agency and Leases with State agencies, Seller shall Seller be obligated deemed to have satisfied its obligation to deliver updates an estoppel certificate if it uses reasonable efforts to any obtain from such U.S. governmental agency a Lease Status Report or from the State agencies their form of estoppel certificate or lease status report. If Buyer does not terminate this Agreement prior to the expiration of the Study Period, Buyer shall be deemed to have accepted the Tenant Estoppel CertificatesEstoppels for all purposes and Seller shall be deemed to have satisfied this covenant. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser.shall reasonably

Tenant Estoppels. Purchaser shall have received Tenant tenant estoppel certificates (the "Tenant Estoppel Certificates") dated not more than thirty (30) days prior to the originally scheduled Closing Date in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the PropertyLease) from tenants who lease, in the aggregate, at least eighty-five one hundred percent (85100%) of the leased space (inclusive square footage of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property Improvements (the "TENANT ESTOPPEL CERTIFICATES"“Required Estoppel Amount”). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's ’s review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate Certificates to be delivered to the Tenants tenants under the Leases. Notwithstanding If the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in Required Estoppel Amount has not been received or if the form attached as Exhibit J Tenant Estoppel Certificates received contain information or omissions unacceptable to Purchaser in satisfaction of its reasonable discretion, either party shall have the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers right to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at extend the Closing and such Tenant Date by delivery of written notice to the other party on or before the second (2nd) business day prior to the Closing until the earlier of (1) the fifth (5th) business day following the date the Required Estoppel Certificate contains no information which is contradictory to Amount has been received; or inconsistent with (2) the information contained in thirtieth (30th) day following the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's EstoppelClosing Date. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies a copy of the each signed Tenant Estoppel Certificates Certificate promptly following Seller's ’s receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's ’s consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's ’s specific objections), within five three (53) business days from the date of Seller's ’s delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser.

Tenant Estoppels. Seller will send the Estoppel Certificates to the Tenants within ten (10) days after the Effective Date and will use commercially reasonable efforts to deliver to Purchaser, at least three (3) Business Days prior to Closing, an Estoppel Certificate certified to Purchaser shall have received from each Tenant estoppel certificates in substantially the applicable form attached hereto as Exhibit C B (oran “Estoppel Certificate”). Purchaser shall have three (3) Business Days after Purchaser’s receipt of an Estoppel Certificate from a Tenant (but in any case, if different, prior to Closing) to disapprove the form required by applicable Estoppel Certificate so received on the basis of such constituting a Non-Complying Estoppel Certificate (and the failure to timely do so shall constitute approval thereof). A “Non-Complying Tenant Estoppel Certificate” means an Estoppel Certificate that (a) discloses economic or other terms of the applicable Lease or that are inconsistent in a material and adverse manner with the terms of the Lease delivered to Purchaser by Seller pursuant to this Agreement and of which Purchaser did not have actual knowledge prior to Seller's acquisition the expiration of the PropertyDue Diligence Period, (b) from tenants who leasealleges (1) a monetary default of Seller under the applicable Lease, or (2) a material non-monetary default of Seller under the applicable Lease, or (c) is dated more than forty (45) days prior to the Closing. Seller shall not be obligated to incur any third-party costs in the aggregate, at least eightyconnection therewith or to declare any default or event of default or otherwise exercise any remedies against any Tenant on account of such Tenant’s failure to provide an Estoppel Certificate. Seller shall not be in default hereunder by reason of Seller’s failure to deliver one or more Estoppel Certificates to Purchaser or by reason of Seller’s delivery of one or more Estoppel Certificates that are Non-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Complying Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenantCertificates. Seller shall provide Purchaser with copies a copy of the Tenant each completed Estoppel Certificates prepared by Certificate and Purchaser shall have two (2) Business Days after receipt of such copy to give Seller for Purchaser's review and comment before delivering the completed Tenant any comments on such Estoppel Certificates Certificate prior to Seller submitting same to the Tenants and the completed Tenant Estoppel Certificates applicable Tenant, which comments shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered limited to the Tenants under the Leases. Notwithstanding the foregoing, factual information that Seller may provide its own estoppel ("SELLER'S ESTOPPEL") inserts in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller applicable Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by PurchaserCertificate.

Tenant Estoppels. Purchaser Seller shall have received Tenant use reasonable efforts to obtain and deliver to Buyer at least (5) business days prior to the Closing an executed estoppel certificates letter dated within sixty (60) days of the Closing, in substantially the form reasonably satisfactory to both Seller's and Buyer's counsels, a pro-forma copy being attached hereto as Exhibit C E (orthe "Tenant Estoppels"), if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, whose leases constitute in the aggregate, at least eighty-five aggregate not less than eighty percent (8580%) of the leased space (inclusive rentable square footage of the space leased by Centene Corporation) Improvements, or in the Property form described or contemplated in substantially the same form lease, the substance and content of which must be consistent in all material respects with the Lease, and the Certified Rent Roll. It is expressly understood and agreed that if Seller agrees under any circumstance to extend the Closing date as referenced in Section 3.01 hereof to a date which would cause the Tenant Estoppels to be dated more than sixty (60) days prior to the Closing, that the Tenant Estoppels shall be deemed satisfactory provided they are dated within the sixty (60) day period prior to the originally stated Closing date. In no event shall the preceding sentence imply any obligation or agreement on the part of Seller received from such tenants when Seller acquired to extend the Property (the "TENANT ESTOPPEL CERTIFICATES")Closing date. Purchaser acknowledges that Seller has no obligation Upon delivery to obtain Buyer prior to or after Closing of a Tenant Estoppel Certificate from Centene Corporation and confirming the threshold matters set forth above includes the space leased by in Section 5.02 hereof as to such tenant. Seller shall provide Purchaser with copies 's Lease, the representations and warranties of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates set forth in Section 5.02 hereof shall be deemed approved by Purchaser on terminated and the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered shall have no liability to the Tenants under the LeasesBuyer therefor. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event Buyer acknowledges and agrees that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event any Lease with any U.S. governmental agency and Leases with State agencies, Seller shall Seller be obligated deemed to have satisfied its obligation to deliver updates an estoppel certificate if it uses reasonable efforts to any obtain from such U.S. governmental agency a Lease Status Report or from the State agencies their form of estoppel certificate or lease status report. If Buyer does not terminate this Agreement prior to the expiration of the Study Period, Buyer shall be deemed to have accepted the Tenant Estoppel CertificatesEstoppels for all purposes and Seller shall be deemed to have satisfied this covenant. Seller will deliver Purchaser copies shall reasonably cooperate with Buyer and any lender of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made Buyer in connection with obtaining subordination, non-disturbance and attornment agreements and tenant estoppels required by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form lender of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's specific objections), within five (5) business days Buyer from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchasertenants occupying space within the Project.

Tenant Estoppels. Purchaser On or before the expiration of the Contingency Period, Buyer shall have received Tenant an estoppel certificates certificate substantially in substantially the form attached hereto as Exhibit C (orthe “Tenant Estoppel”), if different, the form required executed by the applicable Lease or delivered to Seller prior to Seller's acquisition each tenant under each of the Property) from tenants who leaseLeases with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in the aggregateits sole and absolute discretion. The foregoing Due Diligence Review, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Environmental Audit, Tenant Estoppel Certificate from Centene Corporation and Board Approval Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to be satisfied or waived in writing. Buyer shall have the threshold set forth above includes the space leased Contingency Period in which to satisfy or waive such Contingencies by such tenantdelivering written notice to Sellers with a copy to Escrow Holder. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates A Contingency shall be deemed approved not to have been satisfied or waived by Purchaser on Buyer unless prior to the expiration of three the Contingency Period, Buyer shall deliver to Sellers a written notice to such effect (3) business days following each such delivery unless Purchaser notice being herein referred to as an “Approval Notice”). If Buyer provides Seller in writing any comments to, or objections concerning the substance an Approval Notice for each of the completed Tenant Estoppel Certificate to Contingencies, then the Contingencies shall be delivered deemed satisfied or waived and the parties shall, subject to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of all other terms and conditions applicable to the foregoing requirements but Seller may respective parties’ obligations hereunder, be obligated to proceed to Closing. If Buyer does not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel provide an Approval Notice with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any or all of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies Contingencies during the Contingency Period, then such Contingency(ies) shall be deemed not satisfied or waived, and this Agreement shall automatically terminate and be of no further force and effect at the end of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereofContingency Period without the further action of either party. Purchaser agrees During the Contingency Period Buyer may elect not to unreasonably object purchase the Property for any reason or for no reason whatsoever, all in Buyer's sole and absolute discretion. Upon any such termination, Escrow Holder shall return the Deposit (if any) to or withhold Purchaser's consent to Buyer and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. Notwithstanding Sellers’ representation set forth in Section 12(d) of this Agreement, if it is discovered that any alternate estoppel form or changes made by any tenant Existing Contracts exist, prior to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition expiration of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to Contingency Period, Buyer may furnish Seller Sellers with a written notice of disapproval the contracts and agreements (the “Approved Contracts”) which Buyer has elected to assume at the Closing. All Existing Contracts not included in any such notice shall be excluded from the Property to be conveyed to Buyer, and are herein respectively referred to as the “Rejected Contracts”, and, if Buyer fails to deliver such notice, in order all Existing Contracts shall be deemed Rejected Contracts. Sellers shall at Sellers’ sole cost and expense terminate on or before the Closing Date all Rejected Contracts and shall deliver to Buyer evidence reasonably satisfactory to Buyer of Sellers’ termination on or prior to Closing of all Rejected Contracts. Notwithstanding anything contained herein to the contrary, Sellers agree to cause any existing property management agreements and any leasing listing agreements to be effective, must include Purchaser's specific objections), within five (5) business days from terminated effective as of the date of Seller's delivery thereof, such Tenant Estoppel Certificate will Closing Date and Sellers shall be deemed approved by Purchasersolely responsible for any fees or payments due thereunder.

Tenant Estoppels. Purchaser (a) Reference is made to that certain Office Lease Agreement dated August 1, 2000 with Centex Homes, a Nevada general partnership (“Centex”), as tenant, in respect of the Property, as same may have been amended (the “Centex Lease”). Seller shall have received Tenant request that Centex execute an estoppel certificates certificate in the form of Exhibit J-1 attached hereto with respect to the Centex Lease. For purposes hereof, the term “Centex Homes Estoppel Certificate” shall refer to an estoppel certificate executed by Centex in substantially the form attached of Exhibit J-1attached hereto (or as Exhibit C otherwise approved by Purchaser) and dated not earlier than the twentieth (or, if different, the form required by the applicable Lease or delivered to Seller 20th) day prior to Seller's acquisition of the Property) from tenants who leaseClosing Date. Notwithstanding anything contained herein to the contrary, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property it shall be a condition precedent (the "TENANT ESTOPPEL CERTIFICATES"). “Centex Homes Estoppel Condition”) to the obligation of Purchaser acknowledges to consummate the transaction that is the subject of this Agreement that Seller has no obligation deliver to obtain a Tenant Purchaser the Centex Homes Estoppel Certificate from Centene Corporation and on or before the threshold set forth above includes the space leased Closing Date; provided, however, that Purchaser shall not unreasonably withhold its approval to non-material modifications by such tenant. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates Centex to the Tenants and the completed Tenant Centex Homes Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased spaceCertificate. In the event that, after that Seller is unable to obtain the ClosingCentex Homes Estoppel Certificate, Seller delivers shall not be in default under this Agreement; however, in such event Purchaser shall have the option either to Purchaser a Tenant (i) waive receipt of the Centex Homes Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at Certificate, or (ii) terminate this Agreement as its sole recourse, in which event the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter Xxxxxxx Money shall be released returned to Purchaser. Purchaser shall make its election pursuant to the preceding sentence by sending written notice to Seller upon the earlier of (A) five (5) days after receiving notice from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. that Seller will deliver Purchaser copies be unable to obtain the Centex Homes Estoppel Certificate, or (B) the date of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyerClosing. If Purchaser fails to furnish Seller with a written send timely notice of disapproval (which noticeits election, in order to be effective, must include Purchaser's specific objections), within five (5) business days from the date of Seller's delivery thereof, such Tenant Estoppel Certificate will Purchaser shall be deemed approved by to have elected to terminate this Agreement as its sole recourse and the Xxxxxxx Money shall be returned to Purchaser.

Tenant Estoppels. Purchaser Seller shall have received Tenant estoppel certificates use its best efforts to obtain signed Estoppel Certificate(s) and deliver the same to Buyer, on or before the expiration of the Contingency Period, substantially in substantially the form attached hereto as Exhibit C (orthe “Tenant Estoppel”), if differentexecuted by each tenant under each of the Leases with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in its sole discretion. The foregoing Due Diligence Review, Environmental Audit and Tenant Estoppel Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to be satisfied or waived. Buyer shall have the form required Contingency Period in which to satisfy or waive such Contingencies. A Contingency shall be deemed to have been satisfied or waived by Buyer unless prior to the expiration of the Contingency Period Buyer shall deliver to Seller a written notice to terminate this Contract (the “Termination Notice”). If Buyer does not provide a Termination Notice, then the Contingencies shall be deemed satisfied or waived and the parties shall, subject to the satisfaction of all other terms and conditions applicable Lease or delivered to the respective parties’ obligations hereunder, be obligated to proceed to Closing. If Buyer provides a Termination Notice to Seller prior to Seller's acquisition the expiration of the Property) from tenants who leaseContingency Period, in then this Agreement shall terminate and be of no further force and effect at the aggregate, at least eighty-five percent (85%) end of the leased space (inclusive Contingency Period without the further action of either party. Upon any such termination, Escrow Holder shall return the space leased by Centene Corporation) in Deposit to Buyer, and the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has parties shall have no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and the threshold set forth above includes the space leased by such tenantproceed to Closing. Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review and comment before delivering the completed Tenant Estoppel Certificates With respect to the Tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on Existing Contracts only, not less than five (5) days prior to the expiration of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments tothe Contingency Period, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter Buyer shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a written notice of disapproval the contracts and agreements (the “Approved Contracts “) which notice, Buyer has elected to assume at the Closing. All Existing Contracts not included in order any such notice shall be excluded from the Property to be effectiveconveyed to Buyer and are herein respectively referred to as the “Rejected Contracts”. Prior to the end of the Contingency Period, must include Purchaser's specific objections)Seller shall inform Buyer of those of the Rejected Contracts that Seller elects, within five (5) business days from at Seller’s sole cost and expense, to terminate on or before the date Closing Date and shall deliver to Buyer evidence satisfactory to Buyer of Seller's delivery thereof’s termination on or prior to Closing of all Rejected Contracts so identified by Seller. All other Rejected Contracts shall be accepted by Buyer should Buyer elect to waive the Contingencies specified above. If Buyer fails to give the notice described in this paragraph within the Contingency Period, such Tenant Estoppel Certificate will then Buyer shall be deemed approved by Purchaserto have elected to assume all contracts relating to the Property.

Tenant Estoppels. Purchaser (a) Seller shall have received Tenant estoppel certificates in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) from tenants who lease, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to obtain a Tenant Estoppel Certificate from Centene Corporation and Caracol 2 prior to Closing, to be dated concurrently with the threshold set forth above includes the space leased by such tenantCaracol 2 Lease Amendment. Seller shall provide Purchaser with copies Promptly upon Xxxxxx’s receipt of the Tenant Estoppel Certificates prepared by from Caracol 2, Seller for Purchaser's review and comment before delivering shall deliver to Purchaser the completed Tenant Estoppel Certificates received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the Tenants contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the completed Tenant Estoppel, Purchaser shall notify Seller whether such Tenant Estoppel Certificates is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Tenant Estoppel; provided, however, that a variance regarding the term of more than 30 days, a discrepancy in rent of more than 1% and any difference as to the terms and conditions of termination rights shall not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed approved by Purchaser on the expiration to constitute Purchaser’s acceptance and approval of three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's Estoppel. In no event shall Seller be obligated Seller’s failure to deliver updates to Purchaser any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of Estoppels or to satisfy the signed Tenant Estoppel Certificates promptly following Seller's receipt thereofRequirement be deemed to be a default by Seller under this Agreement. Purchaser agrees not (b) Notwithstanding any other provisions hereof, Seller shall have the right to unreasonably object extend the Closing Date for up to or withhold Purchaser's consent to any alternate estoppel form or changes made ten (10) business days, by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If Purchaser fails to furnish Seller with a delivering written notice of disapproval such election to Purchaser not less than three (which notice3) days prior to the scheduled Closing, in order to be effective, must include Purchaser's specific objections), within five (5) business days from provide for the date delivery of Seller's delivery thereof, such the Tenant Estoppel Certificate will set forth in this Section. If the Tenant Estoppel Requirement is not satisfied at least three (3) days prior to the Closing Date, as the same may be deemed approved extended by Seller pursuant to this Section, then Purchaser may, at its option, in its sole and absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (in accordance with the wire transfer instructions provided by Purchaser.) and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of this Agreement, (y) extend the Closing Date for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such election at least two (2) days prior to the

Tenant Estoppels. Purchaser Seller shall have received Tenant estoppel certificates endeavor to secure and deliver to Purchaser, no later than three (3) business days prior to the Closing Date, a “Statement of Accounts” in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable GSA Lease or delivered to Seller prior to Seller's acquisition and the rules, policies and regulations of the PropertyGeneral Services Administration (“GSA”) from tenants who lease(collectively, in the aggregate, at least eighty-five percent (85%) of the leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"“Tenant Estoppel”). Purchaser acknowledges that Seller has no obligation shall only have the right to obtain a Tenant Estoppel Certificate from Centene Corporation and comment upon the threshold set forth above includes the space leased by such tenant. Seller shall provide Purchaser with copies completed portions of the Tenant Estoppel Certificates prepared by Seller for Purchaser's review form not the form itself, and comment before delivering the completed form Tenant Estoppel Certificates to the Tenants and the completed Tenant Estoppel Certificates shall will be deemed approved by Purchaser on the expiration of for all purposes if Purchaser fails to provide Seller with written objections thereto within three (3) business days following such delivery unless Purchaser provides Seller in writing any comments to, or objections concerning the substance of the completed Tenant Estoppel Certificate to be delivered to the Tenants under the Leases. Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as Exhibit J to Purchaser in satisfaction of the foregoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) of the leased space. In the event that, after the Closing, date Seller delivers same to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the information contained in the Seller's Estoppel, then Seller thereafter shall be released from all liability relating to Seller's Estoppel with respect to such Seller's EstoppelPurchaser. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel CertificatesEstoppel. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's ’s receipt thereof. Purchaser agrees If the Tenant Estoppel is not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to in the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed required by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If this Section 3.7 and Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser's ’s specific objections), within five three (53) business days from following the date of Seller's ’s delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser. In the event Seller has not provided the Tenant Estoppel on or before three (3) business days prior to the Closing Date, Seller shall have the right to delay the Closing for up to thirty (30) days upon written notice to Purchaser delivered not less than three (3) business days prior to the scheduled Closing Date. If the foregoing requisite Tenant Estoppel is not delivered to Purchaser at least three (3) business days prior to the Closing Date, as may have been delayed as provided above, then Purchaser’s sole right with respect thereto shall be to elect to terminate this Agreement upon written notice thereof delivered to Seller at least one (1) business day prior to the Closing Date. If such termination notice is properly given, the Title Company shall immediately return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the obligations of Purchaser that survive the termination of this Agreement. If Purchaser fails, for any or no reason, to timely deliver any such termination notice, Purchaser will be deemed to have elected to waive Purchaser’s right to terminate under this Section 3.7.