Declaration Estoppels. Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser prior to Closing an estoppel signed by the applicable counterparty with respect to the agreements set forth on [Schedule 8.7.3] (collectively, the “Declaration Estoppels”) in a form reasonably acceptable to Purchaser without any materially adverse exceptions or qualifications (provided that qualifications as to a party’s knowledge or as to materiality shall in no event constitute material adverse qualifications). Seller’s delivery of the Declaration Estoppels shall not be a condition precedent to Purchaser’s obligation to close hereunder and in no event shall the inability or failure of Seller to obtain and deliver the Declaration Estoppels be a default of any Seller under this Agreement.

Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the applicable form attached hereto as [Exhibit A] or, with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (a “Tenant Estoppel”), and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel following such Seller’s receipt of such Tenant Estoppel.

Tenant Estoppels. All original Tenant Estoppels (or copies thereof) that the applicable Sellers have received, to the extent applicable to the Properties that are the subject of such Closing, and not previously delivered to Purchaser (for the avoidance of doubt, the foregoing does not expand the closing conditions in favor of Purchaser).

Statements of Lease; Tenant Estoppels. Promptly after the Effective Date, each Seller shall request a statement of lease from the GSA, in the form attached hereto as Exhibit K-11] or such other form as may be acceptable to GSA (collectively the "Statements of Lease") and estoppel certificates (each, an “Estoppel Certificate" or collectively the "Estoppel Certificates") from the remaining Tenants under the Leases in the forms required by such Leases or, alternatively, if a particular Lease does not contain an estoppel form, in the form attached hereto as Exhibit K-22]. Sellers agree to use commercially reasonable good faith efforts to obtain the Statements of Lease from GSA and the Estoppel Certificates from the other Tenants, provided that the failure to obtain any of the Statements of Lease of Estoppel Certificates shall in no event be deemed a default by a Seller under this Agreement, provided that Seller has used commercially reasonable efforts to obtain the Statements of Lease and the Estoppel Certificates. Sellers shall prepare and provide to Purchaser drafts of each Estoppel Certificate and Statement of Lease for Purchaser’s review and reasonable comment before delivering the completed Estoppel Certificates and Statements of Lease to the Tenants and GSA. The Estoppel Certificates and Statements of Lease will be deemed approved by Purchaser unless Seller receives specific written objections from Purchaser (which may be delivered by email to

In accordance with the further terms and conditions of this Section 6.3, Seller shall use its commercially reasonable, good faith efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Seller shall deliver to Buyer at or prior to Closing a Tenant Estoppel from: # Academy Sports, Petsmart, Michaels, Ross, Burke’s Outlet, TJ Maxx, Old Navy, Office Depot, Barnes and Noble, Belk and Cinemark (each a “Major Tenant”); and # tenants under the Leases leasing representing at least fifty percent (50%) of the remaining open and occupied gross leasable area of the Property that are subject to Leases with an original term of more than twelve (12) months (“Non-Major Tenants”). The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”.

Other Estoppels. An original executed O’Hare Association Estoppel or Declaration Estoppel (or copies thereof) that the applicable Sellers have received, to the extent applicable to the Properties that are the subject of such Closing, and not previously delivered to Purchaser (for the avoidance of doubt, the foregoing does not expand the closing conditions in favor of Purchaser).

Estoppels. Either party shall, within ten (10) business days after the other party’s request, execute and deliver to the requesting party a written declaration, in form and substance reasonably acceptable to the requesting party, in recordable form: # ratifying this Agreement; # expressing the Effective Date and termination date hereof; # certifying that this Agreement is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writing as shall be stated); # certifying that neither Management Company nor Tenant is in default under this Agreement (or specifying the existence and nature of any such default); and # such other information as the requesting party may reasonably request. Lenders and/or purchasers shall be entitled to rely upon such declaration. A party’s failure to furnish any estoppel certificate within ten (10) business days after request therefor shall be deemed a default hereunder.

Estoppels. Seller shall use commercially reasonable efforts to obtain from each tenant under a Cell Tower Lease an estoppel certificate (such certificate, a “Cell

Estoppels. Landlord and Tenant agree (notwithstanding anything to the contrary contained in this Third Amendment or in the Lease) that in [Section 13.01(B)(iii)(d)], before Landlord may exercise any right or remedy on account of alleged default or breach by Tenant under said Lease under 13.01(B)(iii)(d), Landlord shall nonetheless give Tenant written notice specifying such default or breach set forth in [Section 13.01(B)(iii)(d)] and Tenant shall have three (3) business days thereafter to cure the same if such default or breach involves a default or breach under [Section 13.1(B)(iii)(d)].

In accordance with the further terms and conditions of this Section 6.4, Seller shall use its commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Seller shall deliver to Buyer at or prior to Closing a Tenant Estoppel from: # all tenants that are open and occupying more than 20,000 square feet of space, which as of the Effective Date are listed on [Schedule 6.4(a)] attached hereto (each a “Major Tenant”); and # tenants under the Leases leasing not less than 50% of the remaining open and occupied gross leasable area of the Properties (on an aggregate basis) that are subject to Leases having a remaining term of more than twelve (12) months. The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing (the “Estoppel Condition”) as more particularly set forth herein are defined collectively as the “Required Estoppels”. For the avoidance of doubt, the parties under the Temporary Occupancy and Ancillary Agreements referenced on Exhibit C-22] shall not be considered tenants from which “Required Estoppels” are required under this Section 6.4(a).