The Lease for the applicable portion of the Wilson County Property shall contain customary estoppels, cure rights, and other provisions protecting a leasehold mortgagee’s interests in the Lease as the Agent may reasonably determine in or if not contained therein, such provisions have been included in an agreement between the lessor and the Agent in form and substance reasonably satisfactory to the Agent, unless waived by the Agent; and

the Administrative Agent shall have received, with respect to the Specified Wisconsin Real Property, such other information, documentation, evidences, agreements, estoppels, consents, permits, licenses, certificates of occupancy, easements, and certifications, in each case as would be customarily required by an institutional lender in connection with the delivery of a mortgage of real property similar to the Specified Wisconsin Real Property and as may be reasonably required by Administrative Agent; and

Section # Ancillary Documents. “Ancillary Documents” shall mean the Escrow Agreement, the certificates referenced in [Section 2.4(a)(iii)], [Section 2.4(a)(iv)] and [Section 2.4(b)(viii)], the estoppels referenced in [Section 2.4(a)(vii)], the payoff and release letters referenced in [Section 2.4(a)(ix)], the Certificate of Merger, the Closing Indebtedness and Net Debt Certificate, the Closing Company Transaction Expenses Certificate, the Consideration Spreadsheet and the Stockholder Notice.

an estoppel, in form and substance acceptable to Parent, duly executed by each landlord under a Real Property Lease for property in the U.S. (and the Company will use its commercially reasonable efforts to obtain a such an estoppel executed by each landlord under Real Property Leases for property outside the U.S., it being understand that the delivery of such foreign estoppels shall not be a required delivery at Closing);

Estoppels shall state the economic terms of the applicable Lease, as well as state whether or not, to Seller's actual knowledge, Seller has delivered to, or received from, any such tenants, a written notice of default, which default remains uncured as of the date of such Seller Estoppel; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted with respect to the Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Tenant Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels. The statements made by Seller in any Seller Estoppel shall be deemed to be representations and warranties of Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement and shall be subject to all of the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Floor (as hereinafter defined), the Cap (as hereinafter defined) and the Survival Period (as hereinafter defined). Notwithstanding anything contained herein to the contrary, in the event a Seller delivers a Seller Estoppel to Buyer and at any time thereafter (whether before or after Closing) Seller or Buyer obtains a Tenant Estoppel which corresponds to a delivered Seller Estoppel (a “Corresponding Tenant Estoppel”), then such Corresponding Tenant Estoppel shall be substituted for the corresponding Seller Estoppel and, upon Buyer's receipt of such Corresponding Tenant Estoppel, the corresponding Seller Estoppel shall automatically become null and void and be of no further force or effect and Seller shall have no liability therefor.

It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Portfolio that, on or before the Closing Date, Sellers deliver Tenant Estoppels (which Tenant Estoppels shall be consistent with the representations and warranties of Sellers set forth in this Agreement with respect to the applicable Tenant Lease, except to the extent that the failure of which would not result in a Material Adverse Effect) to the Buyer from Tenants whose Leases comprise in the aggregate at least eighty percent (80%) of the Portfolio’s remaining base rental income over the lease term (excluding any renewal term(s) unless such renewal option has been effectively exercised by the Tenant) as of the Effective Date. No Tenant Estoppel shall be dated earlier than forty-five (45) days prior to the Closing Date and no such estoppel shall allege any material defaults by the Sellers or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between # the information specified in said Tenant Estoppel, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or # the Leases to which such Tenant Estoppel relate.

Other Real Property Deliverables. Such affidavits, certificates, information, permits, instruments of indemnification and third-party consents as shall be reasonably requested by the Administrative Agent or required to induce the Title Company to issue the title policies and endorsements contemplated above (including using commercially reasonable efforts to deliver such consents, subordinations, estoppels, permits and other documents of any lessor with respect any leasehold interest in the real property of any Credit Party requested by the Administrative Agent or the Title Company).

Sellers shall have delivered no later than the three (3) Business Days prior to the applicable Closing Date, a Tenant Estoppel on an Approved Form of Estoppel Certificate # for each Government Lease executed by the Government, and # executed by Tenants under Leases that are not Government Leases occupying at least seventy percent (70%) of the rented square footage of each of the respective applicable Improvements (excluding the rentable square footage in such Improvements leased pursuant to Government Leases) (collectively, the “Estoppel Requirement”); provided that # a Seller’s failure to satisfy the Estoppel Requirement shall only constitute the non-fulfillment of the condition set forth in this Section 6.1.4 and the same shall in no event be deemed a default by any Seller under this Agreement, and # in no event shall a Tenant Estoppel be required to be obtained with respect to the Tenants listed on [Schedule 6.1.4] in order to satisfy the Estoppel Requirement (even if such exclusion eliminates the requirement for all non-GSA Tenant Estoppels as to a Property); 6.1.5 Such Closing shall not occur after the Outside Closing Date;

25 Estoppels Certificate. Each party, within (10) days after notice from the other party, shall execute and deliver to the other party a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modification. The certificate shall also state the amount of minimum monthly rent, the dates to which the rent has been paid in advance, and the amount of any security deposit or prepaid rent, if any, as well as acknowledging that there are not, to that party's knowledge, any uncured defaults on the part of the other party, or specifying such defaults, if any, which are claimed. Failure to deliver such a certificate within the ten (10) day period shall be conclusive upon the party failing to deliver the certificate to the benefit of the party requesting the certificate that this Lease is in full force and effect, that there are no uncured defaults hereunder, and has not been modified except as may be represented by the party requesting the certificate.

Each Seller, as applicable, shall prepare and deliver to each Ground Lessor a consent to assignment of the applicable ground lease (if required) and estoppel certificate in substantially the form provided to such Seller upon its acquisition of its ground lease interest in the applicable Ground Lease Property (the “Ground Lessor Consent and Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Consent and Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Consent and Estoppels from each Ground Lessor, without the obligation to make any payments not contemplated by the applicable Ground Lease or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Consent and Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Consent and Estoppel following such Seller’s receipt of such Ground Lessor Consent and Estoppel.