Common use of Tenant Lease Estoppels Clause in Contracts

Tenant Lease Estoppels. (a) It will be a condition to Closing that Seller obtains and delivers to Purchaser executed Acceptable Estoppel Certificates from each of the tenants listed on Exhibit C-1 (“Major Tenants”), and from such other Tenants leasing space at the Improvements, which when added to the Major Tenants aggregates at least seventy-five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to Closing. “Acceptable Estoppel Certificates” are estoppel certificates in the form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll and the Tenant Leases and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser prior to the Effective Date; provided that an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall use good faith efforts to obtain Acceptable Estoppel Certificates as soon as practicable. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 and containing the information contemplated thereby for all Tenants. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two (2) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) Seller shall promptly request all Tenants leasing space under Tenant Leases at the Real Property and the Improvements to execute and deliver to Seller and Purchaser Acceptable Estoppel Certificates on or before the Closing Date. Seller shall forward to Purchaser copies of any such executed Acceptable Estoppel Certificates if, as and when Seller receives them from Tenants. It will be a condition to Closing and the performance of the obligations of Purchaser at Closing that Seller obtains and delivers to Purchaser executed Acceptable Estoppel Certificates (i) from each of the major tenants listed on Exhibit C-1 (“Major Tenants”), and (ii) from such other Tenants leasing space at the Improvements, which when added to the Major Tenants Tenants, aggregates at least seventy-seventy five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to Closing. “Acceptable Estoppel Certificates” are estoppel certificates in substantially the 26 form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies or material adverse matter with respect to the Rent Roll and rent roll or the Tenant Leases and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser prior to the Effective Dateor tenant; provided that an estoppel certificate executed by a Tenant either: (x) in the form prescribed by its Tenant Lease or (y) with respect to a regional or national Tenant, in the standard form generally used by such Tenant, shall each constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall use good faith efforts factual information contained in the estoppels distributed to obtain Acceptable Estoppel Certificates as soon as practicablesuch Tenants pursuant to the provisions of this Section 7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number or percentage of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number or percentage of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Major Tenant Tenant Lease and containing the information contemplated thereby for all Tenantsthereby. Within two three (23) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two three (2) Business 3)-Business-Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) It will be a condition to Closing that Seller obtains obtain and delivers deliver to Purchaser an executed Acceptable Estoppel Certificates estoppel certificate from each of the tenants major tenant listed on Exhibit C-1 D-1 (“"Major Tenants”Tenant"), and with no material modifications from such other Tenants leasing space at the Improvements, which when added to the Major Tenants aggregates at least seventy-five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Form. The “Estoppel Certificate with respect to such Tenant Lease, but such instruments Form” shall not be required as a condition to Closing. “Acceptable Estoppel Certificates” are estoppel certificates in mean the form of the estoppel certificate attached hereto as Exhibit C-2D-2, provided that if the Tenant Lease of the Major Tenant provides for a different form of estoppel certificate to be delivered by the Major Tenant, or if the Tenant Lease does not provide for a particular form of estoppel but sets forth a list of matters as to which the Major Tenant is required to deliver an estoppel certificate, then the Estoppel Certificate Form shall be modified as necessary to be consistent with the estoppel certificate requirements of the Tenant Lease for such Major Tenant. If the estoppel certificate from the Major Tenant contains a material modification and Purchaser desires to disapprove such estoppel certificate, then Purchaser shall notify Seller in writing thereof within three (3) Business Days following delivery by Seller to Purchaser of a copy of the executed estoppel certificate received from the Major Tenant; if Purchaser does notify Seller of its disapproval of such a material modification to a Major Tenant estoppel within such three Business Day period, Purchaser shall have all blanks completed the right, as part of its notice to Seller to terminate this Agreement and exhibits thereto attached the Escrow, in which case Purchaser shall immediately be entitled to the full Xxxxxxx Money Deposit and neither party shall not contain have any further rights or obligations hereunder except for the Termination Surviving Obligations. If Purchaser fails to notify Seller in writing within such three (3) Business Day period of its claim that the Major Tenant estoppel certificate includes a material modifications or inconsistencies modification, then the condition to Closing described in this Section 7.2 with respect to such estoppel certificate shall be deemed to be satisfied and Purchaser shall have no right to disapprove such estoppel certificate. If an estoppel certificate from the Rent Roll and the Major Tenant Leases and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing is delivered to Purchaser within three (3) business days prior to the Effective Closing Date; provided that an , then the Closing Date shall be extended as necessary to permit the Purchaser’s disapproval of such estoppel certificate executed by a Tenant within the three (3) business day disapproval period described above in the form prescribed by its Tenant Lease shall constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall use good faith efforts to obtain Acceptable Estoppel Certificates as soon as practicable7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s 's failure to obtain the required number of Acceptable Estoppel Certificates in accordance with estoppel certificate from the provisions of this Section 7.2 Major Tenant constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 and containing the information contemplated thereby for all Tenants. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two (2) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) 40. It will be a condition to Purchaser’s obligation to consummate Closing that Seller obtains obtain and delivers deliver to Purchaser executed Acceptable Estoppel Certificates from each all Tenants leasing 20,000 or more square feet of space in the tenants Improvements listed on Exhibit C-1 (“Major Tenants”), and from such other Tenants leasing space at the Improvements, which when added to collectively with the Major Tenants aggregates at least seventy-five percent (75%) of the aggregate of the leased rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute Improvements (the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to Closing“Required Estoppels”). “Acceptable Estoppel Certificates” are estoppel certificates in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall (i) not contain any material modifications or inconsistencies with respect to the Rent Roll rent roll and the Tenant Leases and which shall Leases, (ii) not disclose any alleged material default default, dispute or unfulfilled material obligation on the part of the landlord not previously disclosed in this Agreement or otherwise in writing to Purchaser, and (iii) be for the benefit of Purchaser prior to the Effective Date(or Purchaser’s designee) and Purchaser’s lender, and their successors and assigns; provided that an estoppel certificate executed by a Tenant either: (x) in the form prescribed by its Tenant Lease or (y) with respect to a regional or national Tenant, in the standard form generally used by such Tenant, shall each constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall use good faith efforts factual information contained in the estoppels distributed to obtain Acceptable Estoppel Certificates as soon as practicablesuch Tenant pursuant to the provisions of this Section 7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificatescertificates for the Tenants, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Tenant Lease and containing the information contemplated thereby for all Tenantsthereby. Within two five (25) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (iA) approving such forms as completed by Seller or (iiB) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two five (25) Business Day period shall be deemed approval of such estoppel certificate. In the event Seller has not obtained the Required Estoppels prior to the Closing Date, either party shall deliver have the right to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of extend the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) Closing Date for up to ten percent seven (10%7) days by delivery of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject written notice to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle other party prior to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closingoriginally scheduled Closing Date.

Tenant Lease Estoppels. (a) It will be a condition to Closing that Seller obtains obtain and delivers deliver to Purchaser executed Acceptable Estoppel Certificates Purchaser, from each of the major tenants leasing space in the Improvements listed on Exhibit C-1 (the “Major Tenants”), ) and from such other Tenants leasing space at the Improvements, which when added to the Major Tenants Tenants, aggregates at least seventy-five eighty percent (7580%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an , executed Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to ClosingCertificates. “Acceptable Estoppel Certificates” are estoppel certificates in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll information set forth on Exhibit F-2, Exhibit G-1 and Exhibit G-2, the rent roll and the Tenant Leases Leases, and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser prior to the Effective Datelandlord; provided that an estoppel certificate executed by a Major Tenant in the form prescribed by its Tenant Lease shall constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall use good faith efforts factual information contained in the estoppels distributed to obtain Acceptable Estoppel Certificates as soon as practicablesuch Major Tenant pursuant to the provisions of this Section 7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 shall not constitute a default by Seller under this Agreement; provided that Seller use commercially reasonable efforts to obtain the Acceptable Estoppel Certificates. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Tenant Lease and containing the information contemplated thereby for all Tenantsthereby. Within two three (23) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Lease (but for the avoidance of confusion, Purchaser shall have the right to require changes to the information contained in the estoppel certificates to resolve ambiguities in the Tenant LeaseLeases or Seller’s data relating to the same). Purchaser’s failure to respond within such two three (23) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) Within ten (10) Business Days following the Effective Date, Sellers shall prepare and deliver to all Tenants under the Tenant Leases an estoppel certificate in substantially the same form of the estoppel certificate attached hereto as Exhibit C-2. It will be a condition to Closing that Seller obtains the Sellers collectively obtain and delivers deliver to Purchaser executed Acceptable Estoppel Certificates Purchaser, from (i) each of the major tenants leasing space in the Improvements listed on Exhibit C-1 (“Major Tenants”), and (ii) from such other Tenants leasing space at in the Improvements, which when added to the all Major Tenants aggregates at least seventy-five seventy percent (7570%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an each Individual Property, executed Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to ClosingCertificates. “Acceptable Estoppel Certificates” are estoppel certificates in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll Roll, the Tenant Leases, and the Tenant Leases representations and warranties of the Sellers contained herein, and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord or Tenant not previously disclosed in writing to Purchaser prior to the Effective Date; provided that an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease Lease, shall constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Leasefactual information contained in the estoppels distributed to such Tenants pursuant to the provisions of this Section 7.2. Seller In addition, an estoppel certificate shall use good faith efforts continue to obtain be an Acceptable Estoppel Certificates Certificate notwithstanding the deletion of items 12 and/or 15 therefrom. For the avoidance of doubt, the “rentable square footage” of each Property, as soon as practicableused in the preceding sentence, shall not include any area subject to or covered by any billboard, rooftop, telecommunications, or antenna lease or license. Notwithstanding anything contained herein to the contrary, in no event shall a Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by such Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Depositpursuant to Section 14.1(b)(i). Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants)certificates, each Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Tenant Lease and containing the information contemplated thereby for all Tenantsthereby. Within two three (23) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller Sellers notice either (i) approving such forms as completed by Seller Sellers or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller Sellers will make such changes to the extent Seller agrees Sellers agree such changes are appropriate, except that Seller Sellers will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two three (23) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) It will be a condition to Closing that Seller obtains obtain and delivers deliver to Purchaser executed Acceptable Estoppel Certificates Purchaser, from each of the tenants major tenant leasing space in the Improvements listed on Exhibit C-1 (“Major TenantsTenant”), and from such other Tenants leasing space at the Improvements, which when added to the Major Tenants aggregates at least seventy-five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an executed Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to ClosingCertificate. An “Acceptable Estoppel CertificatesCertificate” are is an estoppel certificates certificate in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll applicable rent roll and the Tenant Leases Lease and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser prior to the Effective DatePurchaser; provided that an estoppel certificate executed by a the Major Tenant in the form prescribed by its Tenant Lease shall constitute an Acceptable Estoppel Certificate if (a) it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall use good faith efforts factual information contained in the estoppels distributed to obtain Acceptable Estoppel Certificates as soon as practicablesuch Tenant pursuant to the provisions of this Section 7.2, and (b) affirmatively confirms that GAP has waived GAP’s right to purchase the Property pursuant to Section 6 of the GAP Third Amendment on Basic Terms which are equivalent to the terms in this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates Certificate in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates Certificate shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms form of estoppel certificates certificate to the Major Tenants (but not any other Tenants)Tenant, Seller will deliver to Purchaser a completed forms form of estoppel certificatescertificate, in the form attached hereto as Exhibit C-2 or such form as required by the Major Tenant’s Tenant Lease and containing the information contemplated thereby for all Tenantsthereby. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms form as completed by Seller or (ii) setting forth in detail all changes to such forms form which Purchaser reasonably believes to be appropriate to make the completed forms form of estoppel certificates certificate accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant’s Tenant Lease. Purchaser’s failure to respond within such two (2) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) It will be a condition to Closing that Seller obtains obtain and delivers deliver to Purchaser executed Acceptable Estoppel Certificates Purchaser, from each of the major tenants leasing space in the Improvements listed on Exhibit C-1 (“Major Tenants”), and from such other Tenants leasing space at the Improvements, which when added to the Major Tenants aggregates at least seventy-five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an executed Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to ClosingCertificates. “Acceptable Estoppel Certificates” are estoppel certificates in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll applicable rent roll and the Tenant Leases and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser prior to the Effective DatePurchaser; provided that an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Leasefactual information contained in the estoppels distributed to such Tenants pursuant to the provisions of this Section 7.2 and provided further that an estoppel certificate that does not include paragraphs 4 and 15 shall be deemed an Acceptable Estoppel Certificate. Seller shall use good faith commercially reasonable efforts to obtain Acceptable Estoppel Certificates as soon as practicablefrom all Tenants which are not Major Tenants, provided that Purchaser’s receipt of Acceptable Estoppel Certificates from any Tenant which is not a Major Tenant shall not be a condition to Purchaser’s obligation to close the transaction contemplated by this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates from the Major Tenants shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Notwithstanding anything in this Agreement to the contrary, Seller or Purchaser may elect to extend the Closing Date by the period of time, not to exceed forty-five (45) days, which may be necessary to obtain the required number of Acceptable Estoppel Certificates from each of the Major Tenants. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or such forms as required by the applicable Major Tenant Lease and containing the information contemplated thereby thereby, for all only Major Tenants. Within two three (23) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two three (23) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (ai) It will be a condition to Purchaser’s obligations to consummate Closing that Seller obtains and delivers to Purchaser executed Acceptable Estoppel Certificates Purchaser, from each of the tenants listed on Exhibit C-1 (“Major Tenants”), Tenants and from such other Tenants leasing space at the Improvements, which when added to the Major Tenants aggregates at least seventy-five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts , including the space leased to (i) obtain an the Major Tenants, executed Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Estoppel Certificate with respect to such Tenant Lease, but such instruments shall not be required as a condition to ClosingCertificates. “Acceptable Estoppel Certificates” are estoppel certificates in substantially the form of the estoppel certificate attached hereto as Exhibit C-2, dated within forty-five (45) days of Closing, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll and the Tenant Leases and which shall not disclose any alleged material default or unfulfilled material obligation on the part of the landlord not previously disclosed in writing to Purchaser prior to the Effective DatePurchaser; provided that an estoppel certificate executed by a Tenant either: (x) in the form prescribed by its Tenant Lease or (y) with respect to a regional or national Tenant, in the standard form generally used by such Tenant, shall each constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Leasefactual information contained in the estoppels distributed to such Tenants pursuant to the provisions of this Section 7.2. For purposes of this Section 7.2(a), a modification shall not be deemed material if the basis for the modification can be liquidated and resolved by payment of a sum certain, as stipulated by the Tenant, and if Seller makes such payment or provides Purchaser a credit therefor at Closing. Seller shall use good faith efforts to obtain Acceptable Estoppel Certificates as soon as practicableexecuted estoppel certificates from all Tenants. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 or, in the case of a Tenant whose Tenant Lease prescribes the form estoppel, in such form as required by the applicable Tenant Lease of such Tenant and containing the information contemplated thereby for all Tenantsthereby. Such completed forms shall be provided by e-mail transmission to Xxxxx Xxxxxxxx of Purchaser at xxxxx.xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriateappropriate in accordance with the prescribed form, except this Agreement and the applicable Tenant Lease, provided that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two (2) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all estoppel certificates as and when received from Tenants and guarantors, including marked, unexecuted drafts thereof. If Seller delivers to Purchaser an executed estoppel certificates certificate from a Tenant that does not meet the criteria of this Section 7.2(a) for an Acceptable Estoppel Certificate but Purchaser does not object thereto within two three (23) Business Days after Sellerthe date of Purchaser’s receipt thereof, then such executed certificate shall be deemed acceptable for purposes of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under this Section 7.2(a) ). Except as required above under this Section 7.2(a), executed estoppel certificates not expressly approved by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up Purchaser by notice to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its placeunacceptable. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.

Tenant Lease Estoppels. (a) It will be a condition to Closing that Seller obtains obtain and delivers deliver to Purchaser an executed Acceptable Estoppel Certificates estoppel certificate from each of the major tenants listed on Exhibit C-1 D-1 (“"Major Tenants”"), and with no material modifications from such other Tenants leasing space at the Improvements, which when added to the Major Tenants aggregates at least seventy-five percent (75%) of the rentable square footage leased at the Improvements. Seller shall use commercially reasonable efforts to (i) obtain an Acceptable Estoppel Certificate from Tenant in Suite 250 in KOMO Plaza West and (ii) cause the guarantor of the Tenant Lease with Tierpoint to execute the Acceptable Form. The “Estoppel Certificate with respect to such Tenant Lease, but such instruments Form” shall not be required as a condition to Closing. “Acceptable Estoppel Certificates” are estoppel certificates in mean the form of the estoppel certificate attached hereto as Exhibit C-2D-2, which shall have all blanks completed and exhibits thereto attached and shall not contain any material modifications or inconsistencies with respect to the Rent Roll and provided that if the Tenant Leases and Lease of a Major Tenant provides for a different form of estoppel certificate to be delivered by the Major Tenant, or if the Tenant Lease does not provide for a particular form of estoppel but sets forth a list of matters as to which the Major Tenant is required to deliver an estoppel certificate, then the Estoppel Certificate Form shall not disclose any alleged material default or unfulfilled material obligation on be modified as necessary to be consistent with the part estoppel certificate requirements of the landlord not previously disclosed in writing to Purchaser prior to the Effective Date; provided that an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease for such Major Tenant. In addition to obtaining estoppel certificates from the Major Tenants, Landlord shall constitute an Acceptable Estoppel Certificate if it is otherwise consistent with this Section 7.2 and the subject Lease. Seller shall also use its good faith efforts to obtain Acceptable Estoppel Certificates and deliver to Purchaser an estoppel certificate from each other Tenant that as soon of the Effective Date of this Agreement has a remaining lease term of at least one (1) year under its Tenant Lease, except that neither the receipt of any such non-Major Tenant estoppel certificates, nor Purchaser’s approval thereof, shall be a condition precedent to the Closing. If an estoppel certificate from a Major Tenant contains a material modification and Purchaser desires to disapprove such estoppel certificate, then Purchaser shall notify Seller in writing thereof within three (3) Business Days following delivery by Seller to Purchaser of a copy of the executed estoppel certificate received from such Major Tenant; if Purchaser does notify Seller of its disapproval of such a material modification to a Major Tenant estoppel within such three Business Day period, Purchaser shall have the right, as practicablepart of its notice to Seller to terminate this Agreement and the Escrow, in which case Purchaser shall immediately be entitled to the full Xxxxxxx Money Deposit and neither party shall have any further rights or obligations hereunder except for the Termination Surviving Obligations. If Purchaser fails to notify Seller in writing within such three (3) Business Day period of its claim that a Major Tenant estoppel certificate includes a material modification, then the condition to Closing described in this Section 7.2 with respect to such estoppel certificate shall be deemed to be satisfied and Purchaser shall have no right to disapprove such estoppel certificate. If an estoppel certificate from a Major Tenant is delivered to Purchaser within three (3) business days prior to the Closing Date, then the Closing Date shall be extended as necessary to permit the Purchaser’s disapproval of such estoppel certificate within the three (3) business day disapproval period described above in this Section 7.2. Notwithstanding anything contained herein to the contrary, in no event shall Seller’s 's failure to obtain an estoppel certificate (including, without limitation, the required number of Acceptable Estoppel Certificates in accordance with the provisions of this Section 7.2 Major Tenant estoppel certificates) constitute a default by Seller under this Agreement. Purchaser’s sole and exclusive remedy for a failure of the condition to obtain the required number of Acceptable Estoppel Certificates shall be to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. Prior to delivery of the forms of estoppel certificates to the Major Tenants (but not any other Tenants), Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit C-2 and containing the information contemplated thereby for all Tenants. Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser reasonably believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit C-2 or the form required by the applicable Major Tenant Tenant Lease. Purchaser’s failure to respond within such two (2) Business Day period shall be deemed approval of such estoppel certificate. Seller shall deliver to Purchaser all executed estoppel certificates within two (2) Business Days after Seller’s receipt of the same. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit C-3 (a “Seller Certificate”) for up to ten percent (10%) of the rentable area at the Improvements, but not for any Major Tenant, any such Seller Certificate constituting an Acceptable Estoppel Certificate. The statements made by Seller shall be deemed to be representations and warranties of Seller regarding the Property for purposes of Section 8.1, subject to the limitations set forth in Section 16.1. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a Tenant for which Seller has delivered Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) Seller shall use commercially reasonable efforts to obtain an estoppel certificate in the form of Exhibit C-4 attached hereto (the “Conduit Easement Estoppel Certificates”), from The City of Seattle with respect to that Easement Agreement for Telecommunications Conduit dated February 15, 2001, as amended, between the City of Seattle and Xxxxxx Communications Inc. (the “Conduit Easement Agreement”). Seller shall forward to Purchaser such executed estoppel certificate within two (2) Business Days after Seller’s receipt of the same, provided, however, in no event shall receipt of such Conduit Easement Estoppel Certificate be a condition to Closing. Seller shall also use commercially reasonable efforts to obtain (i) the unconditional written consent of The City of Seattle to the assignment by Xxxxxxxx Television of Seattle, Inc. (formerly known as Xxxxxx Communications Inc.) of its interest in the Conduit Easement Agreement to Seller, and (ii) the unconditional written consent of The City of Seattle to the assignment by Seller of its interest in the Conduit Easement Agreement to Purchaser. In no event shall receipt of the consent described in the preceding sentence be a condition to Closing. If such consent is not obtained prior to Closing, Seller shall cooperate with Purchaser to continue to pursue such consent following Closing.