security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any such Collateral, # deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $5.0 million) to the Collateral Agent (or another Person as required under the Security Agreement) or # deliver landlord lien waivers, estoppels or collateral access letters.

Seller shall use reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, the Tenant Estoppel Certificates signed by each tenant occupying space in the Improvements; provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in [Section 4.6(d)] hereof; and in no event shall the inability or failure of Seller to obtain and deliver said Tenant Estoppels (Seller having used reasonable efforts as set forth above) be a default of Seller hereunder. Seller shall provide to Purchaser copies of the Tenant Estoppel Certificates for review and comments prior the Tenant Estoppel Certificates being sent to the tenants under the Leases.

Sellers agree to request and exert commercially reasonable, good faith and diligent efforts to obtain a REA estoppel (each a “REA Estoppel”) from such parties as reasonably requested by Buyer in its Title Objections. Sellers shall request the REA Estoppels within two (2) business days after expiration of the Due Diligence Period and deliver evidence of such requests to Buyer; provided, however, nothing contained in this Agreement shall obligate Sellers to obtain, negotiate or otherwise complete an REA Estoppel on behalf of Buyer, and delivery of any REA Estoppel shall not be a condition to Buyer’s obligation to close on the purchase of the Properties pursuant to the terms of this Agreement. After making such request, Sellers shall cooperate, at no cost to Sellers, with Buyer and facilitate Buyer’s efforts to negotiate and obtain each REA Estoppel. For

The Wrangleboro Seller shall use commercially reasonable efforts to provide estoppel certificates from SunEdison showing no material default by Wrangleboro Seller, under each Solar Lease, or any facts that contradict any of the express representations or warranties of the Wrangleboro Seller set forth in this Agreement in any material and adverse respect, or any facts that contradict any of the facts or statements set forth in the applicable Solar Lease in any material and adverse respect. Wrangleboro Seller’s ability to obtain such estoppels shall not be a condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement and in no event shall Wrangleboro Seller’s failure to obtain any such estoppel certificate be deemed to be a default by Sellers under this Agreement or a failure of a condition to Closing under this Agreement.

Real Property. The Credit Parties will grant a mortgage lien on and security interest in all owned Material Real Property located in the United States to the Collateral Agent to secure the Obligations. The foregoing mortgage liens and security interests will be established by delivery of mortgage instruments, deeds of trust, deeds to secure debt or other instruments reasonably acceptable to the Administrative Agent and the Collateral Agent. In connection therewith, the Credit Parties will provide such authorizations, filings and other deliveries as may be reasonably requested by the Administrative Agent or the Collateral Agent, and ALTA surveys, title insurance policies, flood hazard certifications, evidence of insurance (including flood coverage as applicable), consents and estoppels, opinions of counsel (including local counsel) in form, scope and substance reasonably acceptable to the Administrative Agent and the Collateral Agent.

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.

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.

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;

Further Assurances. Take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as any Agent may reasonably require from time to time in order # to carry out more effectively the purposes of this Agreement and the other Loan Documents, # to subject to valid and perfected first priority Liens any of the Collateral, # to establish and maintain the validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby, and # to grant, and confirm unto each Secured Party the rights now or hereafter intended to be granted to it under this Agreement or any other Loan Document. In furtherance of the foregoing, to the maximum extent permitted by applicable law, each Obligor # authorizes Agent upon the occurrence and during the continuance of an Event of Default, to execute any such agreements, instruments or other documents in such Obligor's name and to file such agreements, instruments or other documents in any appropriate filing office, all to establish and/or perfect the Agent's interests in the Collateral, # authorizes each Agent to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Obligor, and # ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Obligor prior to the date hereof. Notwithstanding anything else contained herein to the contrary, # the foregoing shall not apply to any Excluded Assets (as defined in the Guaranty and Collateral Agreement), # any such documents and deliverables shall be governed by laws of the State of New York or such other State of the United States as may be reasonably agreed by the Agent and the Borrowers based upon the type and location of the particular Collateral and for the avoidance of doubt, no foreign-law governed documents shall be required for any Collateral, including with respect to any Intellectual Property registered in any non-U.S. jurisdiction, and # no leasehold mortgages, landlord waivers, tenant estoppels, or collateral access letters shall be required to be entered into unless the same are entered into with respect to the Revolver Debt.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, # the foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Designated Subsidiary, other than as set forth herein and otherwise if and for so long as the [[Administrative Agent:Organization]], in consultation with the Borrower, determines that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the Borrower and its Affiliates (including the imposition of withholding or other material Taxes on Lenders)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, # Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents, # in no event shall control agreements or other control or similar arrangements be required with respect to deposit accounts, securities accounts, commodities accounts, letter of credit rights or other assets requiring perfection by control (provided, however, that this clause (iii) shall not apply to perfection by control with respect to certificated Equity Interests), # in no event shall any Loan Party be required to complete any filings or other action with respect to the perfection or creation of security interests in any jurisdiction outside of the United States (or otherwise enter into any security agreements, mortgages or pledge agreements governed by the laws of any jurisdiction outside of the United States), and # in no event shall landlord lien waivers, estoppels and collateral access letters be required. The [[Administrative Agent:Organization]] may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of Guarantees by any Designated Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such perfection or obtaining of title insurance or legal opinions cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.