Officer’s Certificates. ​ shall have delivered a certificate of an officer of such ​, dated as of the Closing Date, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied with respect to ​; and

Share Certificates. Validly executed share certificates, dated as of the Initial Closing date, covering the Initial Closing Shares issued to Seller as of the Initial Closing; and

Replacement Certificates. The Corporation shall replace any mutilated Series A Preferred Stock certificate at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may reasonably be required by the Corporation.

Closing Certificates. The Administrative Agent shall have received # a certificate of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit F-11], with appropriate insertions, executed by the Secretary or any Assistant Secretary of each Loan Party, and attaching the documents referred to in Section 6.7, # a certificate of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit F-22], with appropriate insertions, executed by the President or any Vice President of each Loan Party and # such other closing certificates as it may reasonably request.

Waivers. With respect to each of the Collateral Locations, the Grantors will use their commercially reasonable best efforts to obtain not later than sixty (60) days after the Bank’s request therefor such waivers of lien, estoppel certificates or subordination agreements as the Bank may reasonably request to ensure the priority of its security interest in that portion of the Collateral situated at such locations.

Covenant not to Sue; Estoppel

if required by any Rating Agency, use commercially reasonable efforts to deliver such additional Tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect the Property, which estoppel letters,

D FORM OF TENANT'S ESTOPPEL CERTIFICATE

Tenant Estoppels. The Borrowers have delivered to the Agent true, correct, accurate and complete copies of # each form of estoppel certificate sent to a Tenant of any Property and # each estoppel certificate received from a Tenant of any Property prior to the Closing Date.

Good Standing Certificates. The Parent shall have delivered to the Purchaser a certificate of the Maryland State Department of Assessments and Taxation, and the Company shall have delivered to the Purchaser a certificate of the Secretary of State of the State of Delaware, each dated not more than five (5) Business Days prior to the Initial Closing Date (which shall be brought down on the Initial Closing Date), to the effect that each of the Parent and the Company, respectively, is validly existing and in good standing.