Common use of Estoppel Certificates Clause in Contracts

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension)Date, executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior to ClosingWithin fifteen (15) days following a request in writing by Landlord, Seller Tenant shall execute, acknowledge and deliver to each Tenant Landlord an Estoppel Certificate (herein so called), estoppel certificate in the form of Exhibit H attached hereto as Exhibit Fhereto. Any such certificate may be relied upon by any current or prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term (but in no event more than once during any calendar year except in connection with a sale or refinancing of the Building), Landlord may require Tenant, and request that each Tenant completeto the extent applicable, sign any guarantor(s), to provide Landlord with a current audited financial statement and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate audited financial statements of the transaction contemplated by this Contract are expressly subject to and conditioned upon two (x2) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days years prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period current financial statement year. Such statements shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement Tenant and such guarantor(s) to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or Landlord within thirty (30) days after Closing which confirms Landlord’s written request therefor and be prepared in accordance with generally accepted accounting principles and, if such is the accuracy normal practice of Tenant or such guarantor(s), shall be audited by an independent certified public accountant with copies of the certification set forth auditor’s statement, reflecting Tenant’s or such guarantor(s)’, as applicable, then-current financial condition in such form and detail as Landlord may reasonably request. Any such financial statements obtained by Landlord shall be kept strictly confidential Tenant and Landlord shall not disclose such confidential information to any person or entity other than Landlord’s financial and legal consultants and Landlord’s mortgagee’s without Tenant’s prior written consent, which may be withheld in Tenant’s sole discretion. At any time and from time to time, in the updated context of a sale of Tenant’s business or a financing thereof only, and certified rent roll delivered by Seller upon not less than fifteen (15) days’ prior notice from Tenant, Landlord shall execute and deliver to Purchaser at Closing with respect Tenant a statement certifying (i) the titles and dates of the documents then comprising this Lease, (ii) the current amounts of and the dates to which the Base Rent and Additional Rent have been paid, (iii) to the corresponding best of Landlord’s knowledge that Tenant is not in default under this Lease (or if Tenant is in default, specifying the nature of such default), and (iv) such other information reasonably requested by Tenant for such purposes. The failure of either party and any such guarantor(s) to timely execute, acknowledge and deliver such estoppel certificate shall constitute an acknowledgment by such party and such guarantor(s) that statements included in the estoppel certificate are true and correct, without exception. ARTICLE 1$ SUBORDINATION This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to aftom, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor agrees in writing to accept this Lease and agrees not disturb Tenant’s occupancy, so long as Tenant timely pays the certified Rent and updated rent roll shall be deemed observes and performs the terms, covenants and conditions of this Lease to be superseded by such Estoppel Certificate andobserved 104965 t .11/SF 373398-00076/1 1-13-17/arb/jil —25— Recursion Pharmaceuticals, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.Inc.

Estoppel Certificates. Prior to ClosingWithin six (6) business days after the Effective Date, Seller agrees to send estoppel certificates to all of the tenants at the Property, which estoppel certificates shall deliver to each Tenant an Estoppel Certificate (herein so called), be substantially in the form attached hereto as Exhibit FR-1 and incorporated herein by this reference or substantially in the form of the estoppel certificate provided by Buyer to Seller within three (3) business days after the Effective Date; provided, and request however, that each Tenant completeif any tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit R-1 attached hereto or are set forth in Buyer’s form of estoppel certificate, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect then Buyer shall accept any modifications made to such Estoppel Certificates shall be estoppel certificate to request the extent that each Tenant complete such changes are consistent with the minimum requirements set forth in such tenant’s Lease. Seller further agrees to use reasonable efforts to obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate Buyer the transaction contemplated signed estoppel certificates from all of the tenants by this Contract are expressly subject to and conditioned upon no later than two (x2) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period expiration of the automatic extension)Due Diligence Period. Buyer may terminate this Agreement upon written notice to Seller if, executed by Tenants occupying at least seventy percent no less than two (70%2) business days prior to the expiration of the net rentable area of the ImprovementsDue Diligence Period, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated is unable to deliver to Purchaser at Closing a Seller's Certificate Buyer fully executed estoppel certificates for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) any of the net rentable area Required Tenants in the form required herein, which (a) do not disclose the existence of any material defaults under the ImprovementsLeases referenced therein, then(b) are not dated earlier than May 5, at Closing2006, Seller at its option may (without any obligation to do soc) provide Purchaser contain information that is consistent with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, and confirms (i) the copy terms of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and completethe Leases, (ii) Seller has not received any the information contained in the rent thereunder roll for more than one month in advancethe property made available to Buyer, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided information contained in the immediately preceding sentence shall be in lieu of and in substitution account receivables aging report for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth aboveProperty dated April 30, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels2006. In the event that Seller cannot for any reason obtain an Estoppel Certificate is received estoppel certificate from any Required Tenant, Seller, at its option, may deliver to Buyer a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth representation letter in the updated form of Exhibit M-2 attached hereto and certified rent roll delivered incorporated herein by Seller to Purchaser at Closing with respect to this reference. Seller’s liability under each Seller’s representation letter shall expire and be of no further force or effect on the corresponding Lease, earlier of (A) the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty ninetieth (3090th) days after day following the Closing Date, and delivered by Seller to Purchaser within (B) the date that Buyer receives an estoppel certificate from any such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedtenant.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior to Closing, 10.6.1 Seller shall deliver use reasonable efforts to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate Purchaser estoppel certificates from the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period tenants of the automatic extension), Land and the Improvements executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification Closing Date, which estoppel certificates shall be without material and adverse modification to the form of estoppel certificate attached as Exhibit E hereto (each estoppel certificate satisfying such criteria, a “Conforming Estoppel”) or the form of estoppel certificate required by the applicable tenant’s lease agreement. It shall be a condition precedent to Purchaser’s obligation to proceed to close hereunder that, on or prior to the Closing, Seller delivers to Purchaser a Conforming Estoppel from tenants (or Seller provides a Seller’s Certificate, subject to the terms of Section 10.6.2 below) that account for at least eighty-five percent (85%) of the total leased square footage, including Conforming Estoppels from each tenant that accounts for 10% or more of the total leased square footage (the “Required Estoppel Amount”). Subject to Seller’s delivery of any Seller’s Certificates as set forth in the updated and certified rent roll delivered by below, if Seller fails to timely deliver to Purchaser at Conforming Estoppels from a sufficient number of tenants to satisfy the Required Estoppel Amount, Purchaser may either (i) proceed to Closing with respect and waive the condition precedent related to the corresponding Leasedelivery of a sufficient number of Confirming Estoppels or (ii) terminate this Agreement by delivery of written notice to Seller on or before the Closing, in which event the certified Deposit shall be returned to Purchaser, and updated rent roll neither party shall have any further liabilities or obligations hereunder except those liabilities and obligations that expressly survive a termination of this Agreement. If Seller delivers to Purchaser, or Purchaser otherwise receives, an estoppel certificate from a tenant under a Lease prior to the Approval Date, but Purchaser fails to notify Seller, in writing and on or before the Approval Date, that such estoppel certificate does not constitute a Conforming Estoppel, Purchaser shall be deemed to be superseded by have accepted such estoppel certificate as a Conforming Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of for all relevant purposes under this Section shall survive the Closing and delivery of the DeedAgreement.

Estoppel Certificates. Prior to Closing, Seller shall deliver use reasonable efforts to obtain from each Tenant an Estoppel Certificate (herein so called)estoppel certificate, in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than April 10, 1998, substantially in the form of Exhibit F hereto, it being agreed that Purchaser will accept as conforming to Exhibit F an estoppel certificate in the form (or containing the statements) contemplated under each Tenant's Lease or as may required by law or regulation (as, for example, in the case of a governmental tenant) ("Estoppel Certificate"). It shall be a condition of Purchaser's obligation to close hereunder that Seller deliver at Closing Estoppel Certificates signed by Tenants occupying at least seventy-five percent (75%) of the leased office space in the Building (the "Required Tenants"). If a Tenant occupies less than 5,000 square feet of office space in the Property and such Tenant delivers an Estoppel Certificate not conforming to the requirements of this Section because of statements in the Estoppel Certificate relating to the operation or physical condition of the Building, then such Tenant shall nevertheless be included in the calculation of the foregoing 75% threshold of leased office space in the Building. Furthermore, an Estoppel Certificate shall be deemed to conform to the requirements of this Section if the facts set forth therein are substantially consistent with the terms of such Tenant's Lease and there is no statement asserting a material default (not relating to the operation or physical condition of the Building) on the part of the Seller, as landlord, under such Lease. If Seller is not able to obtain Estoppel Certificates consistent with the foregoing from the Required Tenants prior to the Closing Date, the Closing Date may, at Seller's or Purchaser's option, be adjourned for thirty (30) days in order to give Seller the opportunity to acquire Estoppel Certificates consistent with the foregoing from the Required Tenants. Seller does not warrant or represent that any particular Tenant will be a tenant of the Property on the Closing Date, and it shall not be a condition of Closing that all Tenants of the Property on the Effective Date shall continue to be tenants on the Closing Date; provided, however, that if Tenants occupying (in the aggregate) more than 15,000 square feet of office space in the Building as of the Effective Date vacate their demised premises prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period violation of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, their Leases and are in default in the aggregatepayment of Basic Rent under their Leases, and from all Tenants set forth Purchaser shall not be obligated to close. To the extent that a statement in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering an Estoppel Certificate delivered to Purchaser at Closing covers a Seller's Certificate for each Tenant subject matter that has not delivered an Estoppel Certificate on is the same as the subject matter of a representation or before Closing. warranty of Seller hereunder, such representation or warranty of Seller shall be obligated deemed superceded by such Estoppel Certificate and shall have no further force or effect. A failure to deliver to Purchaser at Closing obtain Estoppel Certificates consistent with the provisions of this Section from the Required Tenants shall not be deemed a default of Seller's Certificate for each Tenant that has obligations hereunder and will not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect give rise to the Lease remedies of Purchaser contained in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, clauses (ii) Seller has not received any rent thereunder for more than one month in advance, and or (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required EstoppelsSection 13.1. In the event that an Estoppel Certificate is received from does not conform to the requirements of this Section, Seller shall have a Tenant either before reasonable period to cure the defect or within defects therein (not to exceed thirty (30) days after days), and the Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll Date shall be deemed extended in order to be superseded by allow Seller time to effectuate such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedcure.

Estoppel Certificates. Prior to As a condition of Closing, Seller Purchaser shall deliver to each Tenant an have received estoppel certificates ("Estoppel Certificate (herein so calledCertificates"), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier more than thirty (30) days prior to the Closing Date Closing, from (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30i) day period shall be extended on a day for day basis by the period each tenant occupying more than 10,000 rentable square feet of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels")Property, and (yii) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has other tenants occupying not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net remaining rentable area space leased as of the Improvementsdate of Closing pursuant to valid and existing Leases, then, at Closing, Seller at its option may and in the form and content as set forth herein (without any obligation the aforesaid acceptable Estoppel Certificates to do so) provide Purchaser with a certificate (herein called be delivered are collectively referred to as the "Seller's Required Estoppel Certificates"). The Estoppel Certificates shall be in the form of Exhibit "D" attached hereto (the "Form Tenant Estoppel Certificate"), setting provided that an Estoppel Certificate shall be deemed an acceptable Estoppel Certificate for purposes of this Section 8(B) if (i) the Estoppel Certificate contains the qualification by the tenant of any statement as being subject to materiality or to the best of its knowledge, or as being subject to any similar qualification, (ii) the Estoppel Certificate is otherwise in a form permitted under the applicable Lease, (iii) any tenant with national operations delivers an Estoppel Certificate in the standard form typically issued by such tenant, and (iv) the Estoppel Certificate contains any allegations by the tenant under the Lease as a result of physical deficiencies at the Property which have been identified in the due diligence reports which have been submitted to Seller by Purchaser prior to the date of this Agreement with respect to roof and structural deficiencies of the Property (all such modifications being referred to as "Permitted Estoppel Modifications"). In addition to the foregoing, for any tenant that has not returned an Estoppel Certificate or has returned an Estoppel Certificate that does not contain all of the information set forth Seller's certification thatin the Form Tenant Estoppel Certificate, Seller shall be obligated at Closing to deliver to Purchaser a "Landlord Certificate" for any such tenant in the form of Exhibit "J" attached hereto or, with respect to the Lease in question for which a Tenant tenant whose Estoppel Certificate did not contain all of the information set forth in the Form Tenant Estoppel Certificate, a "Landlord Certificate" in the form of Exhibit "J" attached hereto containing statements from Seller only as to those items not included in the Estoppel Certificate delivered by the tenant. Notwithstanding the foregoing, Seller shall not be required to deliver a portion of a Landlord Certificate to the extent that any information set forth in such Landlord Certificate contradicts any statement made by a tenant in an Estoppel Certificate, . Seller's liability under any Landlord Certificate shall terminate upon the sooner of: (i) the copy termination or amendment of such the applicable Lease (and all amendments and modifications thereto) previously provided by Seller such termination is not the direct result of a default or alleged default of the Lease pursuant to Purchaser is true, correct and completea landlord-tenant controversy), (ii) Seller has not received any rent thereunder when Purchaser subsequently obtains an Estoppel Certificate for more than one month the applicable tenant in advancethe form required hereunder and/or setting forth the information missing from the original Estoppel Certificate delivered by such tenant, and or (iii) the nine (9) month anniversary of the Closing. If after Closing, Purchaser discovers that any statement contained in any Landlord Certificate is materially incorrect, Purchaser's sole and exclusive remedy against Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate actual, compensatory damages with respect to the Lease all such inaccuracies contained in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth aboveany Landlord Certificates subject, but only however, to the extent limitations of such ten percent (10%Section 10(M) below. The Tenant Certificates and Landlord Certificates shall confirm, subject to the terms of the Leases, that the tenancies of the applicable tenants are in substantial conformity with the terms of their Leases, and that, to tenant's knowledge or less shortfall and no to "Seller's Certificate Actual Knowledge" (as hereinafter defined), as the case may be delivered by Seller in substitution for or count against the requirement be, no event of default exists which would entitle tenant to obtain any of the Required Estoppelsterminate its Lease. In the event that an (i) Seller is unable to provide to Purchaser the Required Estoppel Certificates on or before Closing, or (ii) if any Estoppel Certificate or Landlord Estoppel Certificate is received from a Tenant either before or within thirty not in conformity with Exhibits "D" and "J" hereof (30subject to Permitted Estoppel Modification) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with any material respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by any such Estoppel Certificate andbeing referred to as a "Deficient Estoppel"), in such event, Seller then Purchaser shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant elect on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.:

Estoppel Certificates. Prior to ClosingWithin fifteen (15) days following a request in writing by Landlord, Seller Tenant shall execute, acknowledge and deliver to each Tenant Landlord an Estoppel Certificate (herein so called), estoppel certificate in the form of Exhibit H attached hereto as Exhibit Fhereto. Any such certificate may be relied upon by any current or prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term (but in no event more than once during any calendar year except in connection with a sale or refinancing of the Building), Landlord may require Tenant, and request that each Tenant completeto the extent applicable, sign any guarantor(s), to provide Landlord with a current audited financial statement and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate audited financial statements of the transaction contemplated by this Contract are expressly subject to and conditioned upon two (x2) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days years prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period current financial statement year. Such statements shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement Tenant and such guarantor(s) to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or Landlord within thirty (30) days after Closing which confirms Landlord’s written request therefor and be prepared in accordance with generally accepted accounting principles and, if such is the accuracy normal practice of Tenant or such guarantor(s), shall be audited by an independent certified public accountant with copies of the certification set forth auditor’s statement, reflecting Tenant’s or such guarantor(s)’, as applicable, then-current financial condition in such form and detail as Landlord may reasonably request. Any such financial statements obtained by Landlord shall be kept strictly confidential Tenant and Landlord shall not disclose such confidential information to any person or entity other than Landlord’s financial and legal consultants and Landlord’s mortgagee’s without Tenant’s prior written consent, which may be withheld in Tenant’s sole discretion. At any time and from time to time, in the updated context of a sale of Tenant’s business or a financing thereof only, and certified rent roll delivered by Seller upon not less than fifteen (15) days’ prior notice from Tenant, Landlord shall execute and deliver to Purchaser at Closing with respect Tenant a statement certifying (i) the titles and dates of the documents then comprising this Lease, (ii) the current amounts of and the dates to which the Base Rent and Additional Rent have been paid, (iii) to the corresponding Leasebest of Landlord’s knowledge that Tenant is not in default under this Lease (or if Tenant is in default, specifying the certified nature of such default), and updated rent roll (iv) such other information reasonably requested by Tenant for such purposes. The failure of either party and any such guarantor(s) to timely execute, acknowledge and deliver such estoppel certificate shall be deemed to be superseded constitute an acknowledgment by such Estoppel Certificate andparty and such guarantor(s) that statements included in the estoppel certificate are true and correct, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedwithout exception.

Estoppel Certificates. Prior Seller shall obtain Estoppel Certificates from Tenant for each of the Leases in the form required by the Lease, each of which shall be dated after the Effective Date, and Seller shall use its best efforts to Closingobtain such Estoppel Certificate prior to the end of the Due Diligence Period. While Seller shall only be obligated to obtain the Estoppel Certificates in the form required by the Leases, Seller shall deliver agrees to each submit to Tenant, and to use reasonable efforts (without providing consideration to Tenant) to procure from Tenant an Estoppel Certificate (herein so called)prior to the end of the Due Diligence Period, estoppel certificates for the Leases in the form attached hereto as Exhibit FN. In no event shall Seller have any obligation to obtain an estoppel certificate on such form or to provide to Tenant any consideration whatsoever to obtain such form or any part thereof. Any estoppel certificate obtained that contains all of the information required by the applicable Lease shall be deemed acceptable as an Estoppel Certificate hereunder. Seller also agrees to submit to the appropriate parties, and request to use reasonable efforts (without providing consideration to such parties) to procure from such parties prior to the end of the Due Diligence Period, estoppel certificates for the DRE and the Sewer and Water Agreement in the forms attached hereto as Exhibit O. If Purchaser determines that the forms of Estoppel Certificates procured by Seller from the Tenant and/or the parties to the DRE and the Sewer and Water Agreement during the Due Diligence Period are unacceptable, then Purchaser may effect a Due Diligence Termination. If Purchaser does not effect a Due Diligence Termination, then Purchaser shall be deemed to have approved the form of each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to of such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering delivered to Purchaser on during the Due Diligence Period. Prior to Closing, Seller shall submit to Tenant (but not the parties to the DRE or before the Closing Date Estoppel Certificates Water and Sewer Agreement) a request for, a letter dated no earlier more than thirty twenty (3020) days prior to Closing, from Tenant confirming the continued accuracy of such tenant Estoppel Certificates. Seller shall deliver the Estoppel Certificate confirmations to Purchaser upon Seller’s receipt thereof. If such confirmations are not obtained by Seller before the date upon which the Closing would otherwise occur, then the Closing Date shall be extended until the fifth (unless 5th) Business Day after the Estoppel Certificate confirmations are obtained. Obtaining such Estoppel Certificate confirmations from the Tenant only shall be a condition to Purchaser’s obligation to close hereunder, as particularly provided below. If Seller does not obtain such Estoppel Certificate confirmations ten (10) Business Days after the scheduled Closing Date is automatically extended pursuant Date, then Purchaser, at its option, shall have the right to Section 7.4 hereofeither (a) waive the requirement that the Estoppel Certificates be delivered at Closing and proceed to Closing without same, or (b) terminate this Agreement, in which case such thirty event Seller shall immediately return to Purchaser the Deposit (30or cause the Escrow Agent to return the Deposit) day period and at that time neither party shall have any further obligation to the other pursuant to this Agreement. In no event shall a failure to deliver the Estoppel Certificates or the Estoppel Certificate confirmations be extended on a day for day basis default by Seller hereunder so long as Seller has requested same from Tenant as required by this Section. Notwithstanding anything to the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvementscontrary contained in this Section 11.03, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (event that the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificates or Estoppel Certificate on confirmations, or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not either of them, delivered an Estoppel Certificate on or before Closing. If on or before hereunder disclose any default by landlord under the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.Leases:

Estoppel Certificates. Prior to ClosingCommencing promptly after the date hereof, Seller shall deliver (i) to each Tenant an Estoppel Certificate at the Ala Moana Center, the Ala Moana Plaza, the Ala Moana Pacific Center and the Ala Moana Building, other than Sears, Roebxxx xxx Co., Inc., J.C. Xxxnxx Xxxpany, Inc., Liberty House, Inc. and Niemxx Xxxxxx Xxxup, Inc. (herein so calledsuch excluded Tenants, the "Anchor Tenants"), an estoppel certificate in the form attached hereto as Exhibit FP-1 (each a "Tenant Estoppel") and (ii) to each Anchor Tenant an estoppel certificate in the form attached hereto as Exhibit P-2, as applicable, (an "Anchor Estoppel"; the Tenant Estoppels and request that Anchor Estoppels, collectively, the "Estoppel Certificates"), in each Tenant completecase completed to reflect the terms of such Tenant's particular Lease. In addition, sign and if requested by Purchaser before June 15, 1999, Seller shall deliver such Estoppel Certificate to Sellerthe landlords under the Ground Lease an estoppel certificate in the form attached hereto as Exhibit P-3. Seller's only obligation with respect Seller shall use commercially reasonable efforts (but without being required to such incur any additional expense) to obtain signed Estoppel Certificates shall be to request that from each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate of above-referenced Tenants, and, if requested by Purchaser before June 15, 1999, from the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser landlords under the Ground Lease, in each case in substantially the form attached hereto on or before the Closing Date Estoppel Certificates dated no earlier than thirty Date; provided, however, that if a different form of estoppel certificate is attached to or otherwise prescribed in a particular lease document (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvementsor, in the aggregatecase of an Anchor Tenant, and from all Tenants set forth is currently in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"use by that Anchor Tenant in other similar circumstances), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll form shall be deemed to be superseded by such Estoppel Certificate and, acceptable to Purchaser in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate the party to such estoppel certificate is unwilling to sign the relevant estoppel certificate in the form attached hereto. Seller agrees to instruct Manager to deliver copies of the foregoing estoppel certificates to Purchaser as and when they are received from a Tenant on or before thirty (30) days after Tenants and/or the Closing and delivered by Seller to landlords under the Ground Lease. Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a acknowledges that Seller's Certificate delivered by Seller at Closingonly obligation hereunder is to solicit estoppel certificates, then such and that if any estoppel certificate returns identifying discrepancies or inaccuracies in Seller's Certificate rent roll or other Property files, the existence of those discrepancies shall be deemed not give rise to be superseded by such Estoppel Certificate and, a failure of a condition precedent to Closing or any adjustment in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedPurchase Price except as expressly provided herein.

Estoppel Certificates. Prior to Closing, Seller shall deliver make commercially reasonable efforts to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon Buyer, no later than five (x5) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days Business Days prior to the Closing Date (unless the Closing Date "Estoppel Return Date"), a tenant estoppel certificate in substantially the form of SCHEDULE 6 attached hereto executed by each tenant at the Property; provided, however, the form of tenant estoppel certificate shall reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate. An executed tenant estoppel certificate in the form of SCHEDULE 6 (as such form may be changed for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate) is automatically extended pursuant herein referred to Section 7.4 hereofas a "Tenant Estoppel". Seller shall deliver each Tenant Estoppel to Buyer (regardless of whether it complies with this Agreement) promptly following Seller's receipt thereof. Notwithstanding anything contained herein to the contrary, in which case such thirty (30) day period it shall be extended a condition precedent to the obligation of Buyer to consummate the transaction that is the subject of this Agreement that Seller deliver to Buyer, on a day for day basis by or before the period of the automatic extension)Estoppel Return Date, Tenant Estoppels executed by Tenants occupying at least seventy percent (70%a) of the net rentable area of the Improvementstenants leasing, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty least eighty-five percent (60%) but less than seventy percent (7085%) of the net rentable area of total leased square footage at the ImprovementsProperty, thenexcluding the office space leased by American Apartment Management, Inc. and (b) each tenant that leases more than three thousand five hundred (3,500) square feet at Closingthe Property, Seller at its option may excluding the office space leased by American Apartment Management, Inc. (without any obligation such condition being herein referred to do so) provide Purchaser with a certificate (herein called as the "Seller's CertificateTenant Estoppel Condition"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Seller is unable to satisfy the Tenant Estoppel Certificate Condition by the Estoppel Return Date, Seller shall not be in default under this Agreement and Buyer's sole and exclusive remedy and recourse shall be as follows: if the Tenant Estoppel Condition is received from a not fulfilled as of the Estoppel Return Date, then, for three (3) Business Days thereafter, Buyer shall have the option either to (i) waive the Tenant either before or within thirty Estoppel Condition, (30ii) extend the Closing Date for up to fourteen (14) days after to allow Seller more time to obtain additional estoppel certificates; or (iii) terminate this Agreement, in which event the Deposit shall be returned to Buyer. If Buyer elects to extend the Closing which confirms the accuracy Date pursuant to clause (ii) of the certification preceding sentence and the Tenant Estoppel Condition is still not fulfilled on or before the expiration of the fourteen (14) day extension period, then Buyer may elect one of the options set forth in the updated clauses (i) and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion (iii) of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing preceding sentence, as its sole and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing exclusive remedy and delivery of the Deedrecourse.

Estoppel Certificates. Prior Seller shall use commercially reasonable efforts to deliver to Purchaser a lease estoppel certificate (the "Tenant Estoppel Certificate") from the Tenant under the Lease, in a form reasonably required by the lender that shall be providing financing for the Property (or in such other form or containing such other information as the Tenant's lease shall require the tenant to provide). Notwithstanding the immediately preceding sentence to the contrary, any estoppel certificate that shall be delivered to Purchaser from the Tenant which is not in the form reasonably required by the lender that shall be providing financing for the Property (or in such other form or containing such other information as such Tenant's lease shall require such tenant to provide), shall qualify as an acceptable estoppel certificate provided that the Tenant's Estoppel Certificate confirms the material terms set forth in the lender's form of Tenant Estoppel Certificate. If Seller, on or before the Closing, is unable to deliver a Tenant Estoppel Certificate from the Tenant of the Property, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth executed by Seller's certification that, with respect whereby Seller shall state, to the Lease in question for which a Tenant did not deliver an Estoppel Certificatebest of its knowledge, the following: (ia) the copy rent and other charges payable by the Tenant under its Lease and the amount, if any, of the security deposit(s) held by Seller; (b) the term of the Lease and (c) that the Tenant is not in default under any of the terms of its Lease or if in default the nature of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof)default. Each The Seller's Certificate provided to Purchaser as provided in shall survive the immediately preceding sentence shall be in lieu Closing for a period of and in substitution for the Estoppel six (6) months. A Seller's Certificate with respect to the Lease in question Tenant shall expire and shall count against be of no force and effect upon Purchaser's receipt of a Tenant Estoppel Certificate consistent with the minimum seventy percent (70%) requirement information set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required EstoppelsCertificate. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such eventaddition, Seller shall no longer not have any liability hereunder with respect to that portion on account of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller any statement in a Seller's Estoppel Certificate delivered by which shall be untrue in any material respect if Purchaser or Radiant shall know or, in connection with its management of the Property, should have known that such statement was untrue. If Seller at Closing, then such is unable to deliver the Tenant's Estoppel Certificate and fails to deliver a Seller's Certificate shall be deemed to be superseded by in the event such Tenant's Estoppel Certificate andis not obtained, in and as a result thereof the lender providing the mortgage financing for the Property or the lender providing mezzanine financing shall elect not to provide the financing for the Property, Purchaser, as its sole and absolute remedy, shall have the right to elect not to purchase the Property. If Purchaser shall make such eventelection, Seller the Escrowee shall no longer deliver the Deposit hereunder to Purchaser. This Agreement shall then terminate and neither party shall have any liability hereunder with respect further obligation to the Seller's Certificate relating other party under this Agreement, except for those provisions which are expressly stated to the Tenant Lease in question. The provisions survive termination of this Section shall survive the Closing and delivery of the DeedAgreement.

Estoppel Certificates. 8.3.1 Seller agrees to submit to each Tenant under a Lease after the expiration of the Feasibility Period a request for such Tenant to execute and deliver to Purchaser a signed estoppel certificate, in substantially the form of Exhibit H attached hereto (except that if any Lease prescribes a different form of estoppel certificate, Seller may instead submit an estoppel certificate to such Tenant in such prescribed form). Prior to ClosingSeller’s delivery of estoppels to Tenants for signature, Seller shall deliver the same to each Tenant an Estoppel Certificate Purchaser for Purchaser’s review. Purchaser shall have three (herein so called)3) Business Days after receipt thereof to review and comment on the draft tenant estoppels that Seller intends to deliver to such Tenants. For purposes of this Section 8.3.1, Seller and Purchaser agree that the other may, in its discretion, deliver comments and objections solely via electronic mail to the form attached hereto as Exhibit F, and request that email address(es) set forth in Section 13.6 of this Agreement. Seller will deliver to Purchaser copies of each Tenant complete, sign and deliver such Estoppel Certificate executed estoppel certificate promptly following Xxxxxx’s receipt thereof. In the event Seller is unable to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Purchaser, at or prior to Closing, a Conforming Tenant Estoppel (as defined below) from Tenants meeting the Estoppel Threshold and the Xxxxxx Xxxxx Center Declaration Estoppel (the “Estoppel Condition”), Seller such Estoppel Certificates. Purchaser's obligations shall not be deemed in default hereunder, however, Purchaser may terminate this Agreement by delivery of written notice to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing, in which event the Deposit shall be returned to Purchaser, and neither party shall have any further liabilities or obligations hereunder except for the Survival Provisions. If Seller delivers a proposed estoppel certificate to Purchaser for review and Purchaser does not notify Seller that such estoppel certificate is unacceptable by the earlier of (a) three (3) Business Days after delivery thereof, or (b) the Closing Date Date, then such estoppel certificate will be deemed accepted by Purchaser. If the Estoppel Certificates dated no earlier than thirty Condition shall not be satisfied as of the date that is five (305) days Business Days prior to the then scheduled Closing Date (unless Date, then Seller and Purchaser shall each have the right, by written notice given to the other party, to adjourn the Closing and extend the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on for a day for day basis by the period of up to forty-five (45) days. After the automatic extension)satisfaction of the Estoppel Condition, executed by Tenants occupying either Seller or Purchaser, may provide written notice to the other party accelerating the Closing to a date that is at least seventy percent five (70%5) Business Days after the date of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy delivery of such Lease notice (and all amendments and modifications thereto) previously provided by Seller but in no event to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more a date earlier than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereofinitially scheduled Closing Date). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth aboveAs used herein, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.“

Estoppel Certificates. Prior Seller shall request and use commercially reasonable efforts to deliver to Purchaser duly executed estoppel certificates (the “Estoppel Certificates”) substantially in the form of Exhibit J attached hereto or otherwise reasonably approved by Purchaser from 100% of the tenants of the Property. It shall be a condition to Closing that Seller deliver to Purchaser, no later than the date that is six (6) business days prior to the Closing Date, Estoppel Certificates from: (i) those tenants of the Property who each lease more than 15,000 square feet of net rentable area (the “Major Tenants”), provided that Seller may, at its election, deliver estoppel certificates executed by Seller (“Seller’s Estoppel Certificates”) for up to twenty five percent (25%) of the Major Tenants (by number); and (ii) a sufficient number of additional tenants so that Purchaser receives Estoppel Certificates from tenants who, in the aggregate (i.e., together with the Major Tenants who deliver executed Estoppel Certificates), lease not less than eighty-five percent (85%) of the net rentable area of the Property, provided that Seller may, at its election, deliver Seller’s Estoppel Certificates for tenants (inclusive of Major Tenants, but subject to the twenty-five percent (25%) limitation set forth in (i) above) leasing up to a total of 60,000 square feet of net rentable area of the Property. Seller hereby agrees to deliver the Estoppel Certificates to Purchaser immediately as and when received by Seller. Seller shall have no obligation to obtain any other form of estoppel 20 certificate from the tenants, nor shall receipt of any other form be a condition to Closing. The immediately preceding sentence notwithstanding, Seller shall cooperate with Purchaser and any lender of Purchaser in obtaining such subordination, non-disturbance and attornment agreements as Purchaser’s lender may request. Seller shall deliver the Estoppel Certificates to the tenants (with a copy to Purchaser) not later than thirty (30) days after the expiration of the Inspection Period and shall ask each Tenant an tenant to execute and deliver its Estoppel Certificate (herein so called)as soon as possible after receipt thereof; provided, in the form attached hereto as Exhibit Fhowever, and request that each Tenant complete, sign and deliver such Purchaser shall not be required to accept any Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier more than thirty (30) days prior to the Closing Date in satisfaction of Seller’s requirements under this Section 9.4. In exercising its reasonable approval concerning the acceptability of a tenant estoppel certificate on a form other than that prescribed by Exhibit J, Purchaser shall accept an alternative form that provides all of the information required to be provided by a tenant under the terms of the applicable Lease. If Seller fails to deliver to Purchaser Estoppel Certificates (unless including Seller’s Estoppel Certificates) from the number of tenants required under this Section 9.4 and otherwise meeting the requirements of this Section 9.4 by the sixth (6th) business day prior to the Closing Date is automatically extended pursuant Date, Purchaser shall have the right to Section 7.4 hereofterminate this Agreement by written notice delivered to Seller not less than four (4) business days prior to the Closing Date, in which case such thirty (30) day period event the Deposit shall be extended on promptly returned to Purchaser, and thereafter neither party shall have any further obligations hereunder except such obligations that expressly survive the termination of this Agreement. The disclosure or expression of any facts, claims or information by tenants in their completed Estoppel Certificates shall not be deemed a day for day basis by material variation from the period of form required under this Section 9.4 if such facts, claims or information: (a) were set forth in the automatic extensionapplicable Lease(s), executed by Tenants occupying at least seventy percent or (70%b) allege any default by, claim against, or amount due from the landlord under the Leases representing potential losses or costs of less than $50,000 in the net rentable area aggregate. If such Estoppel Certificates ( the “Disputed Certificates”) allege potential losses or costs of the Improvements, $50,000 or more in the aggregate, and from all Tenants set forth then Purchaser shall have the right to terminate this Agreement by written notice delivered to Seller not less than four (4) business days prior to the Closing Date, in Schedule 7.3 attached hereto and made a part hereof (which event the "Required Estoppels")Deposit shall be promptly returned to Purchaser, and thereafter neither party shall have any further obligations hereunder except such obligations that expressly survive the termination of this Agreement. If the Disputed Certificates allege potential losses or costs of less than $50,000 in the aggregate, then Purchaser shall have the right to terminate this Agreement by written notice delivered to Seller not less than four (y4) business days prior to Closing; provided, however, that if Seller delivering agrees, by written notice to Purchaser delivered within one (1) business day after receipt of Purchaser’s notice of termination, to either (i) cause an entity having a net worth after Closing reasonably satisfactory to Purchaser to indemnify Purchaser against the aggregate potential losses or costs alleged in the Disputed Certificates or (ii) credit the amount of such potential losses or costs to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller , then Purchaser’s notice of termination shall be of no force and effect and the parties shall be obligated to deliver proceed with the Closing. With respect to Purchaser at Closing any tenant for whom Seller delivers a Seller's Certificate for each Tenant that has not delivered ’s Estoppel Certificate, Seller shall be entitled to continue to deal with such tenant prior to and after Closing to attempt to obtain an Estoppel Certificate on or before Closingfrom such tenant. If on or before the Closing Date Purchaser subsequently receives an Estoppel Certificate executed by a tenant for whom Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with previously delivered a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an ’s Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller shall thereupon be released from liability to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the ’s Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller that the information contained in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an tenant’s Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms consistent with the accuracy of the certification set forth information contained in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Seller’s Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedCertificate.

Estoppel Certificates. Prior (i) Seller shall make commercially reasonable efforts to Closingobtain and deliver to Purchaser, no later than three (3) Business Days after the Effective Date (the “Estoppel Return Date”), a tenant estoppel certificate in substantially the form of Exhibit G attached hereto executed by each tenant at the Property; provided, however, the form of tenant estoppel certificate shall reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate. An executed tenant estoppel certificate in the form of Exhibit G (as such form may be changed for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate) is herein referred to as a “Tenant Estoppel”. Seller shall deliver to each Tenant an Estoppel Certificate to Purchaser (regardless of whether it complies with this Agreement) promptly following Seller’s receipt thereof. Notwithstanding anything contained herein so called)to the contrary, in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates it shall be a condition precedent to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations the obligation of Purchaser to consummate the transaction contemplated by that is the subject of this Contract are expressly subject Agreement that Seller deliver to and conditioned upon (x) Seller delivering to Purchaser Purchaser, on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereofReturn Date, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), Tenant Estoppels executed by Tenants occupying at least seventy percent (70%A) of the net rentable area of the Improvementstenants occupying, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty least eighty-five percent (60%) but less than seventy percent (7085%) of the net rentable area of leased square footage at the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advanceProperty, and (iiiB) Seller has neither received nor given any written notice of default under each tenant that leases more than ten thousand (10,000) square feet at the Property (such Lease (or, if so, describing condition being herein referred to as the nature thereof“Tenant Estoppel Condition”). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Seller is unable to satisfy the Tenant Estoppel Certificate Condition by the Estoppel Return Date, Seller shall not be in default under this Agreement. However, if the Tenant Estoppel Condition is received from a not fulfilled as of the Estoppel Return Date, then, for three (3) Business Days thereafter, Purchaser shall have the option either to (C) waive the Tenant either before or within thirty Estoppel Condition, (30D) extend the Closing Date for up to seven (7) days after Closing to allow Seller more time to obtain additional estoppel certificates; or (E) terminate this Agreement, in which confirms the accuracy event all of the certification Xxxxxxx Money shall be returned to Purchaser. If Purchaser elects to extend the Closing Date pursuant to clause (D) of the preceding sentence and the Tenant Estoppel Condition is still not fulfilled on or before the expiration of the seven (7) day extension period, then Purchaser, as its sole and exclusive remedy, may elect one of the options set forth in clauses (C) and (E) of the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to preceding sentence. Notwithstanding the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such eventforegoing, Seller shall no longer have any liability hereunder with respect to that portion has provided and Purchaser has approved tenant estoppel certificates for each of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty First Horizon, YMCA, ATX Technologies and Xxxxxxxx (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deeddefined below).

Estoppel Certificates. Prior to Closing, Seller shall deliver use commercially reasonable efforts to each Tenant an obtain executed estoppel certificates from the counterparties to the Timber Deeds and the Supply Agreements (the “Estoppel Certificate (herein so calledCertificates”), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver . Each such Estoppel Certificate shall attest that (i) the agreement in question is in full force and effect and has not been modified, supplemented or amended except as described; (ii) the applicable counterparty and, to Seller. Seller's only obligation with respect the counterparty’s knowledge, Seller and the applicable Seller Subsidiary, are not in default of their respective obligations under the agreement in question, and the counterparty has no counterclaims against Seller or the applicable Seller Subsidiary under the agreement in question, (iii) no event has occurred which but for the passing of time, the giving or notice, or both, would constitute a default or breach of the applicable agreement in question by the applicable counterparty or, to the counterparty’s knowledge, Seller or the applicable Seller Subsidiary; (iv) no voluntary or involuntary bankruptcy proceeding is pending against the counterparty at such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. time; (v) if requested by Purchaser's obligations to consummate , the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering proposed sale to Purchaser on or before does not violate the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period terms of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), applicable Supply Agreement; and (yvi) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease Timber Supply Agreement, Seller or Seller Subsidiaries have managed the Timber Supply Agreement in question a manner that meets the minimum requirements for which a Tenant did not compliance with SFI Standards. For each and every Estoppel Certificate that Seller is unable to obtain from the applicable third party after using commercially reasonable efforts, Seller shall, prior to the Closing, execute and deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from Seller with the same attestations described above (with such adjustments as are necessary to make all certifications accurate) (a Tenant either before “Seller Estoppel Certificate”); provided, that if at any time, on or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such eventClosing, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that delivers an Estoppel Certificate is received from the applicable third party meeting the requirements of this Section, such estoppel shall supersede and replace the Seller Estoppel Certificate and Seller shall have no liability under the Seller Estoppel Certificate. If any Estoppel Certificate or Seller Estoppel Certificate alleges a Tenant on material default of Seller or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at ClosingSubsidiaries, then such Seller's Certificate shall be deemed Seller may elect to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect cure the same to the Seller's Certificate relating to the Tenant Lease in question. The provisions reasonable satisfaction of this Section shall survive the Closing and delivery of the DeedPurchaser.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), An estoppel certificate in the form and substance set forth in Schedule 7.15 that is attached hereto as to the Exhibit F, and request Agreement ("Tenant Estoppel") showing no material exceptions that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon is executed (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier not more than thirty forty-five (3045) days prior to the Closing Date or such earlier date Purchaser reasonably accepts) by (unless i) all Tenants or New Tenants of Leases and New Leases that are Qualified Leases (as hereinafter defined) on or prior to the Closing Date is automatically extended pursuant that have demised to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, them space in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels")Project containing 7,500 square feet or more, and (yii) Seller delivering to Purchaser at Closing least eighty percent (80%) (calculated on a Seller's Certificate for each Tenant square foot basis) of all Tenants or New Tenants of Leases or New Leases that has not delivered an Estoppel Certificate are Qualified Leases on or before Closingprior to the Closing Date that have demised to them space in the Project containing less than 7,500 square feet. To the extent Seller shall be obligated is unable to deliver to Purchaser at Closing Tenant Estoppels from all or any of the remaining Tenants or New Tenants in the Project under such Qualified Leases in respect to premises containing less than 7,500 square feet or a Tenant Estoppel in respect to a premises that is 7,500 square feet or less that contains a material exception noted by the applicable Tenant or New Tenant, Seller shall 16 be entitled to deliver to Purchaser Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a estoppel certificate (herein called the "Seller's CertificateEstoppel"), setting forth Seller's certification that, with respect ) in form and substance reasonably acceptable to Purchaser confirming the terms and conditions of the Lease in question or subject New Lease for which a Tenant did Estoppel was not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller delivered to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if sodelivered, describing the nature thereof)that contains a material exception. Each Such Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Estoppel shall be in lieu of deemed a representation and in substitution for the Estoppel Certificate with respect warranty by Seller as to the terms and conditions of the subject Lease in question or New Lease, and the Seller's Estoppel shall count against not be subject to the minimum seventy percent (70%) requirement time limitation for claims set forth in Paragraph 10.04(b) hereof. After the conditions set forth aboveClosing, but only to the extent of such ten percent when and as Purchaser receives a Tenant Estoppel (10%without material exception) or less shortfall and no for which Seller delivered a Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding LeaseEstoppel, the certified subject Seller's Estoppel shall be released by Purchaser and updated rent roll returned to Seller and shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall of no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing further force and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedeffect.

Estoppel Certificates. Prior to ClosingDuring the period between the date of this Agreement and the Feasibility Date, Seller shall deliver to will seek from each tenant under a Tenant Lease (except for the Lease with Buyer) an estoppel (the “Tenant Estoppel Certificate (herein so called), Certificates”) in the form attached hereto as Exhibit FB (or the form specified in such Tenant Lease, and request that each if a form is specified in such Tenant completeLease), sign and deliver such Estoppel Certificate to Seller. Seller's only obligation confirming certain matters with respect to such Tenant Lease. For absolute clarity, the Tenant Estoppel Certificates will be requested only from Sur La Table and AeroTEC. The Estoppel Certificates shall be to request that each expressly run in favor of both Buyer and Seller. At least five (5) days before Closing, Seller shall have obtained Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, from Sur La Table and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each AeroTEC. Each Tenant that has not delivered an Estoppel Certificate on shall not disclose any material claims against Seller as landlord or before Closingmaterial adverse matters. Seller shall be obligated prepare the Tenant Estoppel Certificates and shall provide copies to deliver Buyer no later than the time it sends them to Purchaser at Closing the tenants. Seller shall provide a Seller's Certificate for copy of each signed Tenant that has not delivered an Estoppel Certificate on or before Closingany objections to the proposed form of certificate to Buyer immediately upon receipt thereof from each tenant. If on or before the Closing Date such condition is not satisfied (or waived by Buyer), Buyer shall have the right at its sole election either to waive the condition and proceed with the purchase of the Property or terminate this Agreement and the Xxxxxxx Money shall be returned to Buyer (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement) after Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) confirmed to the Escrow Agent that Buyer has provided to Seller copies of the net rentable area of Confidential Reports (as defined in Section 8(b) above), which confirmation will not be unreasonably withheld or delayed. Notwithstanding anything to the Improvementscontrary herein, thenin the event Seller fails to obtain a Tenant Estoppel Certificate from a tenant under any Tenant Lease, at ClosingBuyer’s request, Seller at its option may (without any obligation shall deliver to do so) provide Purchaser with Buyer on the Closing Date a certificate (herein called the "“Seller Tenant Certificate”) in the applicable form attached as Exhibit C executed by Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer be deemed to have any liability hereunder delivered a Tenant Estoppel Certificate with respect to that portion such tenant for purposes of satisfying the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of condition under this Section shall survive the Closing and delivery of the Deed8(c).

Estoppel Certificates. Prior As a condition to Purchaser's obligation to close hereunder, Purchaser shall have received estoppel certificates ("Estoppel Certificates"), dated within forty-five (45) days of the Closing Date, from each tenant occupying at least nine thousand (9,000) rentable square feet in the Improvements (each, a "Major Tenant"). The Estoppel Certificates shall be delivered to all tenants of the Property for execution and shall be in the form of Exhibit M attached hereto (the "Form Tenant Estoppel Certificate"). The Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate; provided, however, that an Estoppel Certificate executed by a tenant shall not be deemed an unacceptable Estoppel Certificate for purposes of this Section if it (a) does not contain the information requested in Item 8 on the Form Tenant Estoppel Certificate, (b) contains the qualification by the tenant of any statement as being to its knowledge or as being subject to any similar qualification, or (c) does not contain any more information than that which the tenant is required to give in any such certificate pursuant to its Lease. Seller shall deliver to Purchaser all Estoppel Certificates received from tenants of the Property. In the event Seller is unable to provide to Purchaser Estoppel Certificates for tenants occupying at least ninety percent (90%) of the rentable area of the Improvements actually leased as of the Closing (the "Required Percentage") on or before Closing, Seller shall execute and deliver to each Tenant an Purchaser certificates (individually, a "Seller Estoppel Certificate (herein so calledCertificate," and, collectively, the "Seller Estoppel Certificates"), substantially in the same form as the certificate attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof N (the "Required EstoppelsForm Seller Estoppel Certificate"), and (y) Seller delivering to covering any tenant other than a Major Tenant necessary so that Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, thenreceive, at Closing, an Estoppel Certificate or Seller Estoppel Certificate covering at its option may (without least the Required Percentage. As to any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Seller Estoppel Certificate, each statement therein shall survive for a period terminating on the earlier to occur of (i) the copy of such date on which Purchaser has received an executed Estoppel Certificate signed by the tenant under the Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is truein question, correct and complete, or (ii) Seller has six (6) months from the Closing Date. If Purchaser receives an estoppel certificate which contains some but not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice all of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement matters set forth in the conditions set forth aboveEstoppel Certificate (a "Partial Certificate") and Seller provides a Seller Estoppel Certificate for such tenant, but only to then the extent of such ten percent (10%) or less shortfall and no Seller's Seller Estoppel Certificate may be delivered by Seller omit matters contained in substitution for or count against the requirement to obtain any of the Required EstoppelsPartial Certificate. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller does not provide to Purchaser either Estoppel Certificates for the Major Tenants, or Estoppel Certificates and/or Seller Estoppel Certificates for the Required Percentage, Purchaser may, by written notice to Seller given on the Closing Date, either (A) elect not to purchase the Property, in which event the Earnest Money shall be returned to Purchaser, at Closing with respect which time this Agreemenx xxxxx terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the corresponding LeaseProperty notwithstanding Seller's inability to provide the Required Estoppel Certificates, the certified and updated rent roll in which event Purchaser shall be deemed to be superseded by have waived the condition contained in this Section. If Purchaser fails to deliver such Estoppel Certificate andwritten notice as described above, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to have elected item (A) above. If any Estoppel Certificate contains statements confirming any of Seller's representations or warranties set forth herein or in a Seller Estoppel Certificate, the Seller shall be superseded by deemed not to have made such representations or warranties as to such Lease. If any Estoppel Certificate or Seller Estoppel Certificate contains statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contains information inconsistent with any representations of Seller contained in this Agreement or in a Seller Estoppel Certificate and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, allegations or information, then such Estoppel Certificate andCertificates and/or Seller Estoppel Certificates shall be deemed acceptable for purposes of this Section, in notwithstanding the existence of such eventallegations, statements or information, and Seller shall have no longer have any liability to Purchaser hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions existence of this Section shall survive the Closing and delivery of the Deedsuch allegations, statements or information.

Estoppel Certificates. Prior Sellers shall request in writing and deliver to Purchaser not later than three (3) Business Days prior to Closing, Seller shall deliver to (A) from each Tenant an at the Property, a "Tenant Estoppel Certificate Certificate" (herein so called), ) addressed to Purchaser substantially in the form attached hereto as Exhibit FQ or such other form that is reasonably acceptable to Purchaser, (B) from the Association, a certificate executed by the Association stating whether the assessments and charges against the Property required to be paid under the Declaration have been paid, an "Association Estoppel" (herein so called), substantially in the form attached hereto as Exhibit R or such other form that is reasonably acceptable to Purchaser and the Association, and request (C) from each Ground Lessor, an "Ground Lessor Estoppel" (herein so called; collectively "Ground Lessor Estoppels") substantially in the form attached hereto as Exhibit S or such other form that is reasonably acceptable to Purchaser and each Ground Lessor. Prior to delivering the Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect any Tenant, the Association Estoppel to the Association, or the Ground Lessor Estoppel to any Ground Lessor, Sellers shall provide Purchaser three (3) Business Days to review the content of such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations , Association Estoppel and Ground Lessor Estoppels and to consummate the transaction contemplated by this Contract are expressly subject respond to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser Sellers with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, noted discrepancies between (i) the copy of such Lease (Current Rent Rolls attached hereto as Exhibits C-1, C-2 and all amendments C-3 and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate documents provided to Purchaser as provided in a part of the immediately preceding sentence Seller Property Materials pursuant to Section 8.4.1 and (ii) the Tenant Estoppel Certificates, the Association Estoppel and Ground Lessor Estoppels. Any comments Purchaser may have to any of the Tenant Estoppel Certificates, the Association Estoppel and/or Ground Lessor Estoppels shall be specific, shall be in lieu of writing and in substitution for the Estoppel Certificate with respect shall be delivered to Sellers (if at all) prior to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent expiration of such ten percent three (10%3) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain Business Day period; any of the Required Estoppels. In the event that an Tenant Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding LeaseCertificate, the certified and updated rent roll Association Estoppel and/or any Ground Lessor Estoppel on which Purchaser shall fail to so deliver to Sellers written specific comments within such three (3) Business Day period shall be deemed to be superseded have been approved by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedPurchaser.

Estoppel Certificates. Prior Sellers shall use reasonable efforts to Closing, Seller shall obtain and deliver to each Tenant an Estoppel Certificate (herein so called)Buyer estoppel certificates from the tenants under the Leases, in the form of estoppel certificate attached hereto as Exhibit FD hereto. “Conforming Estoppel” shall mean each estoppel certificate executed by a tenant that is (i) without material and adverse modification to the form of estoppel certificate attached as Exhibit D hereto (an “Adverse Modification”) or such form as is required by the applicable tenant’s Lease, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect (ii) does not disclose matters adverse to such Estoppel Certificates tenant’s Lease or the landlord thereunder in any material respect (each, an “Adverse Disclosure”) (including but not limited to any statement or allegation of a default or information materially inconsistent with Sellers’ Representations or the terms of the applicable Lease or the Rent Roll); provided, however, any such modification or disclosure reflecting a matter of which Buyer had actual knowledge on or prior to the Approval Date shall in no event constitute an Adverse Modification or an Adverse Disclosure. If Sellers deliver a signed estoppel certificate to Buyer for review and Buyer does not notify Sellers that such estoppel certificate is unacceptable by the earlier of (a) the date that is three (3) business days after delivery thereof, or (b) the Closing Date, then such estoppel certificate will be deemed accepted by Buyer and constitute a Conforming Estoppel. It shall be a condition precedent to request Buyer’s obligation to proceed to close hereunder (the “Estoppel Condition”) that, by 5:00 p.m. (Eastern Time) on the date that each Tenant complete and is two (2) business days prior to the Closing Date, Sellers deliver to Seller such Buyer a Conforming Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty sixty (3060) days prior to the Closing Date (unless from a sufficient number of tenants at the Closing Date is automatically extended pursuant Property such that Conforming Estoppels shall have been received with respect to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy seventy-five percent (7075%) of the net rentable gross leasable area of the Improvements, Improvements leased pursuant to the Leases in effect as of the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof Closing Date (the "“Required Estoppels"Estoppel Amount”), and (y) Seller delivering . If Sellers fail to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to timely deliver to Purchaser at Buyer Conforming Estoppels from a sufficient number of tenants to satisfy the Required Estoppel Amount, Buyer may either (i) proceed to Closing and waive the condition precedent related to the delivery of a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on sufficient number of Confirming Estoppels, or before Closing. If (ii) terminate this Agreement by delivery of written notice to Seller on or before the Closing, in which event the Deposit shall be returned to Buyer, and neither party shall have any further liabilities or obligations hereunder except those liabilities and obligations that expressly survive a termination of this Agreement. Either party, by written notice to the other prior to the Closing Date, may elect to delay Closing by up to twenty (20) business days in order to procure Conforming Estoppels from a sufficient number of tenants to satisfy the Required Estoppel Amount, provided, however, that if the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of as so extended would occur during the net rentable area of Blackout Period, then the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect Closing Date shall automatically be extended to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) first business day immediately following the copy expiration of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedBlackout Period.

Estoppel Certificates. Prior to ClosingWithin five (5) days after the Execution Date, Seller shall deliver to Purchaser, an estoppel certificate prepared for execution by each Tenant an Estoppel Certificate Anchor, by Sears (herein so called)with respect to the DOA) and by the Tenants other than the Anchors, in on the form attached hereto and incorporated herein as Exhibit FEXHIBIT F-2 for Tenants, and request or a form reasonably equivalent thereto (a "TENANT ESTOPPEL") (the Tenant Estoppels are hereinafter collectively referred to as the "ESTOPPELS"), or in the form as provided in such Tenant's Lease. On or before the date that each Tenant completeis ten (10) days prior to the expiration of the Inspection Period, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation Purchaser shall notify Seller in writing with respect to any objections Purchaser may have to the Estoppels. Unless Purchaser sends such Estoppel Certificates a disapproval notice within such time period, Purchaser shall be deemed to request that each Tenant complete and deliver to Seller such Estoppel Certificateshave approved the form of the Estoppels. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on On or before the Closing Date Estoppel Certificates dated no earlier than thirty date that is ten (3010) days prior to the Closing Date Date, Seller shall furnish to Purchaser, the Estoppels completed by each Anchor, by Sears (unless with respect to the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30DOA) day period shall be extended on a day for day basis and by the period of the automatic extension), executed by Tenants occupying at least seventy not less than ninety percent (7090%) of the net rentable area of Tenants other than the ImprovementsAnchors, in on the aggregate, and form approved by Purchaser as hereinabove provided. If Seller has not obtained an unmodified Tenant Estoppel from all Tenants set forth in Schedule 7.3 attached hereto but has obtained an unmodified Tenant Estoppel from Sears and made a part hereof all Anchors and eighty percent (80%) of all other Tenants (the Tenants from whom Tenant Estoppels have not been obtained being herein called the "Required EstoppelsMISSING TENANTS"), Seller in its own capacity shall have the right, at Seller's sole option, to satisfy the condition of this Section 10.3 with respect to the Tenant Estoppel from each Missing Tenant by executing and (y) Seller delivering to Purchaser at Closing a Tenant Estoppel for such Missing Tenant in the form approved by Purchaser (with appropriate changes to such form to reflect that Seller and not such Missing Tenant is signing such Tenant Estoppel), which Tenant Estoppel will be released upon delivery of a Tenant Estoppel from such Missing Tenant. Each Tenant Estoppel or Seller's Certificate Estoppel for each a missing Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated on the form approved by Purchaser (or with appropriate changes to deliver such form to Purchaser at Closing a Seller's Certificate for each reflect that Seller and not such Missing Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.signing

Estoppel Certificates. Prior to Closing, Seller shall deliver have furnished to each Tenant an Estoppel Certificate Buyer estoppel certificates in a form to be provided by Buyer, as approved by Buyer’s lender (herein so calledwithout material modifications as to any estoppel certificate), from (i) all Tenants leasing five thousand (5,000) or more square feet of space in the form attached hereto as Exhibit FImprovements and (ii) Tenants who in the aggregate lease at least eighty-five percent (85%) of the leased area of the Premises, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates which certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no not earlier than thirty (30) days prior to the Closing Date Date, and none of the Leases shall have been terminated or cancelled and none of the Tenants shall have ceased operating its business at the Premises, or given Seller any notice of its intention to terminate its Lease or cease operating its business at the Premises. In addition, if required by Buyer’s lender, Seller shall have furnished to Buyer a subordination, nondisturbance and attornment agreement (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof“SNDA”), in which case such thirty (30) day period shall be extended on a day for day basis form provided by the period of the automatic extension)Buyer, executed by each of those Tenants occupying at least seventy percent (70%) of under the net rentable area of Leases as required by Buyer’s lender. Prior to the ImprovementsDue Diligence Period Expiration Date, Buyer shall notify Seller in the aggregatewriting whether or not Buyer’s lender requires SNDAs, and if it does, the Tenants from which it is so required. If Buyer fails to give such notice to Seller by the Due Diligence Period Expiration Date, this condition precedent to Buyer’s obligation to close the transaction contemplated hereunder shall be deemed null and void and of no further force or effect. Seller shall use commercially reasonable efforts to obtain and deliver to Buyer estoppel certificates from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof and, if required, such SNDAs at least ten (10) days prior to the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If, on the Closing Date, Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvementshave obtained all required estoppel certificates and SNDAs and if Buyer does not waive such requirement, then, at ClosingSeller’s option, Seller may adjourn the Closing Date by up to fifteen (15) days (the “Adjourned Closing Date”) to try to obtain all required estoppel certificates and SNDAs. If, by the Adjourned Closing Date, Seller shall not have obtained and delivered to Buyer all required estoppel certificates and SNDAs, then Buyer shall have the right, at its option may (without any obligation option, to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) waive such requirement and close without adjustment in the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, Purchase Price; or (ii) terminate this Agreement by written notice to Seller has not received any rent thereunder for more than one month in advancewith a copy to the Title Insurance Company, with instructions to the Title Insurance Company, as escrow agent, to return the Deposit to Buyer (subject to the provisions of the Escrow Deposit Agreement), and (iii) upon return of the Deposit to Buyer, this Agreement shall terminate and neither party shall have any further liability or obligation to the other hereunder, except for Buyer’s obligations to treat Due Diligence Documents as confidential, proprietary information and return the same to Seller has neither received nor given pursuant to Paragraph 15.15 hereof. Prior to the Adjourned Closing Date Buyer may at any written notice of default under time waive such Lease (or, if so, describing requirement and close the nature thereof). Each Seller's Certificate provided to Purchaser as provided transaction without adjustment or reduction in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedPurchase Price.

Estoppel Certificates. Prior As a condition to ClosingPurchaser’s obligation to close hereunder, Seller Purchaser shall deliver have received at least one (1) business day prior to each Tenant an the originally scheduled Closing Date estoppel certificates (“Estoppel Certificate (herein so calledCertificates”), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier more than thirty (30) days prior to the originally scheduled Closing Date Date, from tenants (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30“Required Tenants”) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy not less than eighty percent (7080%) of the net rentable area space actually leased as of the Improvements, in the aggregate, Effective Date pursuant to valid and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof existing Leases (the "Required Estoppels"excluding license agreements), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered including an Estoppel Certificate from each of the tenants listed on Exhibit R attached hereto (collectively, the “Major Tenants”) and in the form and content as set forth herein (the aforesaid acceptable Estoppel Certificates to be delivered are collectively referred to as the “Required Estoppel Certificates”). The Estoppel Certificates delivered to the tenants for execution shall be in the form of Exhibit L attached hereto (the “Form Tenant Estoppel Certificate”). The Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate; provided, however, that an Estoppel Certificate executed by a tenant shall not be deemed an unacceptable Estoppel Certificate for purposes of this Section 8.2 if it (a) contains the qualification by the tenant of any statement as being to its knowledge or as being subject to any similar qualification, (b) does not contain any more information than that which the tenant is required to give in any such certificate pursuant to its Lease, (c) makes reference to the Existing Environmental Condition. In the event Seller is unable to provide to Purchaser the Estoppel Certificates for the Required Tenants on or before Closing. , Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, thenmay, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification thatoption, with respect to the Lease in question for which a Tenant did tenants occupying not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the rentable space actually leased as of the Effective Date pursuant to valid and existing Leases (excluding license agreements) elect to execute and deliver to Purchaser certificates (individually, a “Seller Estoppel Certificate,” and, collectively, the “Seller Estoppel Certificates”), substantially in the same form as the certificate attached hereto as Exhibit M (the “Form Seller Estoppel Certificate”), covering the particular tenants necessary so that Purchaser shall be deemed to have received, at Closing, Estoppel Certificates and Seller Estoppel Certificates with respect to the Required EstoppelsTenants; provided, however, at Purchaser’s option a Seller Estoppel Certificate for a Major Tenant will not constitute a Required Estoppel Certificate. In the event that Seller elects to deliver such Seller Estoppel Certificates, each statement therein shall survive for a period terminating on the earlier to occur of (i) the date on which Purchaser has received an executed Estoppel Certificate in the form and content described as acceptable herein signed by the tenant under the Lease in question, or (ii) one hundred twenty (120) days from the Closing Date. If Purchaser receives an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy contains some but not all of the certification matters set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and(a “Partial Certificate”) and Seller provides a Seller Estoppel Certificate for such tenant, then the Seller Estoppel Certificate may omit matters contained in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification supersededPartial Certificate. In the event that an Seller does not provide to Purchaser either Estoppel Certificate is received from a Tenant Certificates or Seller Estoppel Certificates for the Required Tenants, Purchaser may, by written notice to Seller given on or before thirty (30) days after the Closing Date, either (A) elect not to purchase the Property, in which event the Exxxxxx Money shall be returned to Purchaser, at which time this Agreement shall terminate and delivered by Seller become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the Property notwithstanding Seller’s inability to provide the Required Estoppel Certificates, in which event Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to have waived the condition contained in this Section 8.2. If Purchaser fails to deliver such written notice as described above, Purchaser shall be superseded by deemed to have elected item (B) above. If any Estoppel Certificate contains statements confirming any of Seller’s representations or warranties set forth herein or in a Seller Estoppel Certificate, then Seller shall be deemed not to have made such representations or warranties as to such Lease. If any Estoppel Certificate or Seller Estoppel Certificate contains statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contains information inconsistent with any representations of Seller contained in this Agreement or in a Seller Estoppel Certificate and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, allegations or information, then such Estoppel Certificate andCertificates and/or Seller Estoppel Certificates shall be deemed acceptable for purposes of this Section, notwithstanding the existence of such allegations, statements or information, and except as otherwise provided in such eventSection 11.17, Seller shall have no longer have any liability to Purchaser hereunder with respect to the Seller's Certificate relating existence of such allegations, statements or information. Seller agrees to deliver to all tenants of the Property a request for an estoppel certificate in the form contemplated by this Agreement and agrees to use good faith commercially reasonable efforts (which shall not include the payment of money) to obtain such estoppel certificates. Notwithstanding the foregoing, in the event Seller is unable to obtain the Required Estoppels on or before the Closing, Seller shall have the right to adjourn the Closing Date for up to fifteen (15) days by giving Purchaser written notice of the adjourned Closing Date no later than five (5) days prior to the Tenant Lease in question. The provisions of this Section shall survive the originally scheduled Closing and delivery of the DeedDate.

Estoppel Certificates. Prior to Closing, Seller shall deliver use commercially reasonable efforts to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon Buyer, no later than five (x5) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Closing Date (unless the Closing Date "ESTOPPEL RETURN DATE"), a tenant estoppel certificate in substantially the form of EXHIBIT F attached hereto executed by each tenant at the Property; provided, however, the form of tenant estoppel certificate shall reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate. An executed tenant estoppel certificate in the form of EXHIBIT F (as such form may be changed for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate) is automatically extended pursuant herein referred to Section 7.4 hereofas a "TENANT ESTOPPEL". Seller shall deliver each Tenant Estoppel to Buyer (regardless of whether it complies with this Agreement) promptly following Seller's receipt thereof. Notwithstanding anything contained herein to the contrary, in which case such thirty (30) day period it shall be extended a condition precedent to the obligation of Buyer to consummate the transaction that is the subject of this Agreement that Seller deliver to Buyer, on a day for day basis by or before the period of the automatic extension)Estoppel Return Date, Tenant Estoppels executed by Tenants occupying at least seventy percent (70%a) of the net rentable area of the Improvementstenants occupying, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof at least eighty-five percent (85%) of the "Required Estoppels")leased square footage at the Property, and (yb) each tenant that leases more than two thousand five hundred (2,500) square feet at the Property (such condition being herein referred to as the "TENANT ESTOPPEL CONDITION"). If the Tenant Estoppel Condition is not fulfilled as of the Estoppel Return Date, then, for three (3) business days thereafter, Buyer shall have the option either to (i) waive the Tenant Estoppel Condition, (ii) extend the Closing Date for a single period of up to fourteen (14) days to allow Seller delivering more time to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on obtain additional estoppel certificates; or before Closing. Seller (iii) terminate this Agreement, in which event the Deposit (including the Initial Portion) shall be obligated returned to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before ClosingBuyer. If Buyer elects to extend the Closing Date pursuant to clause (ii) of the preceding sentence and the Tenant Estoppel Condition is still not fulfilled on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) expiration of the net rentable area fourteen (14) day extension period, then Buyer may elect one of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting options set forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, clauses (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedpreceding sentence.

Estoppel Certificates. Prior to ClosingExcept as hereinafter provided, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete Vendor will obtain and deliver to Seller such Estoppel Certificates. the Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days , prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period completion of the automatic extension), executed by Tenants occupying at least seventy percent (70%) purchase and sale of the net rentable area of the ImprovementsPurchased Property, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) the Other Tenants. To the extent that the Vendor is unable to obtain and deliver to the Purchaser prior to the Completion Date, Estoppel Certificates from all of the net rentable area Other Tenants despite using all reasonable commercial efforts to obtain the same, the Vendor will execute and deliver to the Purchaser on the Completion Date certificates of the Improvements, then, at Closing, Seller at its option may Vendor for such Other Tenants certifying the information that would have been in the applicable Estoppel Certificates (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an “Replacement Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereofCertificates”). Each Seller's Certificate provided The Replacement Estoppel Certificates will be deemed for all purposes to Purchaser as provided in be a representation and warranty hereunder by the immediately preceding sentence shall be in lieu Vendor of the truth and in substitution for accuracy of the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement matters set forth in the conditions set forth aboveReplacement Estoppel Certificates. The Purchaser will, but only to the extent for a period of such ten percent sixty (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (3060) days after the Closing Completion Date, return to the Vendor any Replacement Estoppel Certificate (which will be deemed null and delivered by Seller void except in the case of a material conflict of information contained in the Estoppel Certificate and the Replacement Estoppel Certificate) for which the Vendor delivers to the Purchaser within such thirty-day period which confirms an Estoppel Certificate in accordance with this section 4.5 for the accuracy same Other Lease. For greater certainty, the Vendor will not be required to obtain an Estoppel Certificate from the Purchaser in respect of the representations made by Seller in Lululemon Lease or to provide a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Replacement Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect thereof. The Vendor will deliver to the Seller's Certificate relating Purchaser for its information, at least 72 hours prior to the Tenant Lease in question. The provisions Vendor forwarding them to the Other Tenants, drafts of this Section shall survive all the Closing and delivery of Estoppel Certificates which the DeedVendor proposes to deliver to the Other Tenants for execution.

Estoppel Certificates. Prior to Closing, Seller shall use reasonable efforts to obtain and deliver to each Tenant an Purchaser promptly upon receipt thereof, Estoppel Certificate Certificates (herein so called), in the form attached hereto as Exhibit F, with such changes thereto as are reasonably requested by or acceptable to Purchaser, from all Tenants. In the event that Seller is unable to obtain Estoppel Certificates from PAPA Associates and request Western Drug Distributors, Inc. d/b/a Drug Emporium (collectively, the "Major Tenants"), then Purchaser may, during the ten (10) day period following Seller's notification to Purchaser of Seller's failure to secure said Estoppel Certificate(s), terminate this Contract and the Xxxxxxx Money Deposit shall thereupon be returned to Purchaser as its sole remedy; provided, however, that each Tenant completethe presence of non-material (in Purchaser's reasonable opinion) exceptions, sign qualifications or modifications in any Estoppel Certificate delivered by any of the Major Tenants, shall not permit Purchaser to terminate this Contract. In the event that Purchaser so terminates this Contract, neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination of this Contract. If any Tenants, other than Major Tenants, do not execute and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such the Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser hereunder on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the ImprovementsDate, then, at Closing, at Purchaser's election, Seller at its option may (without any obligation to do so) shall provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to each of the Lease in question Leases for which a Tenant other than a Major Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior Seller shall have delivered to Buyer, at least five (5) days before Closing, Seller shall deliver to a written statement (a “Tenant Estoppel Certificate”) from each Major Tenant an and a sufficient number of other tenants such that Tenant Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that Certificates have been received for each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation Property with respect to such not less than the Estoppel Certificates shall be to request that Percentage, in each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon case, (xA) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier not more than thirty forty-five (3045) days prior to the applicable Closing Date Date, (unless B) in the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty specific form of tenant estoppel certificate required under their respective Leases and (30C) day period shall be extended on a day for day basis by consistent with the period terms of the automatic extension), executed by Tenants occupying at least seventy percent (70%) Leases and the representations and warranties of the net rentable area of the Improvements, in the aggregate, and from all Tenants Seller set forth in Schedule 7.3 attached hereto herein and made a part hereof (the "Required Estoppels"), and (y) disclosing no materially adverse matters. If Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated is unable to deliver to Purchaser at Closing a Seller's Certificate for each conforming Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) each Major Tenant or a sufficient amount of the net rentable area of other tenants at a Property to achieve the ImprovementsEstoppel Percentage, thenthen Seller, at Closingits option, Seller at its option may (but without any obligation to do so, may satisfy this requirement by delivering estoppel certificates executed by Seller (a “Seller Estoppel Certificate”) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to Leases in an amount which, together with the Lease Tenant Estoppel Certificates executed by tenants would satisfy the Estoppel Percentage; provided, however, Seller shall not be permitted to deliver more than one (1) Seller Estoppel Certificate for each Property as to a Major Tenant at such Property. If no specific form of tenant estoppel certificate is required under a Lease, then the required Tenant Estoppel Certificate shall be in question for the form of the tenant estoppel certificate set forth on Exhibit “H” hereto. If a Seller Estoppel Certificate is delivered, such Seller Estoppel Certificate shall be in the form of the Seller Estoppel Certificate set forth on Exhibit “H-1” hereto. In determining whether the foregoing requirement has been satisfied, Buyer agrees not to object to (1) any non-material qualifications or modifications which a tenant may make to the form of Tenant did not deliver an Estoppel Certificate, or (i2) any modification to a Tenant Estoppel Certificate made by a tenant to conform it to the copy requirements of its Lease. If any tenant indicates in its Tenant Estoppel Certificate that it has a claim which would entitle it to set-off the amount of the claim against rent due under its Lease and the amount of such Lease (and all amendments and modifications claim is specified by the tenant as a specific dollar amount, Seller shall have the right, at its sole option, to give Buyer a credit against the Purchase Price in the amount of the claim or to deliver an indemnity reasonably acceptable to Buyer with respect thereto, in which event Buyer shall complete Closing subject to such claim. Seller’s failure to deliver sufficient Tenant Estoppel Certificates or Seller Estoppel Certificates to satisfy Buyer’s condition under this Section 14(a)(iii) previously provided shall not by itself constitute a default by Seller hereunder provided that Seller shall have requested Tenant Estoppel Certificates from all of the tenants at each Property and shall have exercised commercially reasonable efforts to Purchaser obtain Tenant Estoppel Certificates satisfying Buyer’s condition under this Section 14(a)(iii). If the condition of this Section 14(a)(iii) is truenot satisfied by the date five (5) Business Days prior to Closing and neither Seller or Buyer has deferred Closing pursuant to the provisions of Section 4(b) hereof, correct and completeSeller shall have the right, (ii) Seller has not received at its sole option, without any rent thereunder for more than one month in advanceobligation, and (iii) Seller has neither received nor given any upon written notice of default under such Lease (orto Buyer, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the deliver a Seller Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppelspermitted herein. In the event that an Estoppel Certificate is received from of a Tenant either before or within thirty (30) days after Closing which confirms the accuracy failure of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to satisfy the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions condition of this Section shall survive 14(a)(iii) by the Closing Date, as it may be deferred, other than by reason of Seller’s failure to exercise commercially reasonable efforts to satisfy same which is governed by Section 16(b), Buyer’s sole remedy shall be to either (x) waive the estoppel requirement and delivery proceed to Closing without any abatement in the Purchase Price, or (y) terminate this Agreement and the Other Purchase Agreements and receive a return of the DeedDeposit. Seller shall promptly deliver to Buyer the executed Tenant Estoppel Certificates as and when they are received by Seller. Seller agrees that Seller shall reasonably cooperate with Buyer in obtaining any subordination, non-disturbance and attornment agreements which Buyer’s lender may require; provided, however, that the failure to deliver subordination, non-disturbance and attornment agreements executed by the tenants shall not excuse Buyer from proceeding to Closing or give rise to any rights in favor of Buyer to suspend, extend or defer the Closing.

Estoppel Certificates. Prior to Closing3.6.1 On or before June 1, 2007, Seller shall deliver forward an estoppel certificate to each Tenant an Estoppel Certificate (herein so called)all Property tenants, substantially in the form of Exhibit E attached hereto to this Agreement (or the agreed form of estoppel that is attached to a Property tenant’s lease) containing information that is consistent with the information set forth in the applicable tenant lease and the Rent Roll (as Exhibit Fdefined in Section 5.6.6 below), and request thereafter use reasonable efforts to obtain, prior to the Closing Date, executed tenant estoppel certificates from all of the then-current Property tenants. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be in default hereunder for its failure to obtain all or any of the tenant estoppel certificates, provided, however, that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates it shall be a condition precedent to request Buyer’s obligation to purchase the Property (which may be waived by Buyer) that each at least three (3) business days prior to the Closing Date, Seller shall have delivered to Buyer an executed tenant estoppel certificate, not disclosing any material variance with the information forth in the applicable tenant lease and the Rent Roll, and not alleging any material, uncured default of Seller under such lease (an “Acceptable Tenant complete Estoppel”) for (a) tenants occupying not less than seventy-five (75%) of the inline leased square footage of the Property; and (b) one hundred percent (100%) of the Major Anchor Tenants (defined as any tenant leasing 25,000 square feet or more of floor space on the Property) (the “Required Tenant Estoppels”). Notwithstanding anything herein to the contrary, if that Seller has been unable to obtain (and deliver to Seller such Buyer) the Required Tenant Estoppels at least three (3) business days prior to the Closing Date, and Buyer is not willing to waive the Required Tenant Estoppel Certificates. Purchaser's obligations condition, then either party shall have the right to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before delay the Closing Date Estoppel Certificates dated no earlier than by up to thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day order for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided continue to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement attempt to obtain any of the missing Required Tenant Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior to ClosingAfter the date hereof, Seller shall prepare and deliver to each Tenant the lessors under the Leases of the Material Leased Real Property (the “Material Leases”) an Estoppel Certificate (herein so called), estoppel certificate in substantially the form attached hereto as Exhibit FG or the form required by such Material Leases, as the case may be, dated within ninety (90) days of the Closing Date and confirming that, to the knowledge of such lessor, the lessee is not in default of its obligations under any such Material Leases (collectively, the “Material Lease Estoppel Certificates”), and shall request that each Tenant completesuch lessors complete and sign the Material Lease Estoppel Certificates and return them to Seller within ten (10) days after their receipt of the same or within the time period set forth in such Material Lease, sign and deliver such as the case may be. In addition, to the extent a Material Lease Estoppel Certificate is not dated within ninety (90) days of the Closing Date, then Buyer shall accept from Seller an estoppel certificate that updates such Material Lease Estoppel Certificate for the period from the expiration of such 90-day period until the Closing Date. Seller shall use commercially reasonable efforts to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Buyer an executed Material Lease Estoppel Certificates. Purchaser's obligations to consummate Certificate from the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before lessors under the Closing Date Estoppel Certificates dated no earlier than thirty (30) days Material Leases prior to the Closing Date (unless the Closing Date date that is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing date hereof (the “Estoppel Outside Date”), but in any event shall deliver the same to Buyer promptly upon receipt thereof and delivered by Seller to Purchaser within such thirty-day period which confirms shall deliver the accuracy Material Lease Estoppel Certificates for all of the representations made by Material Lease Real Property; provided, however, that (x) in no event shall Seller be required to institute legal proceedings against such lessors in a Seller's Certificate delivered by connection therewith, and (y) to the extent Seller at Closingis unable to obtain Estoppel Certificates for all of the Material Leased Real Property prior to the Closing Date, then such Seller's Certificate shall be deemed to be superseded by such then, in lieu of the Material Lease Estoppel Certificate, Buyer will accept an estoppel certificate from Seller that covers the matters that would have been covered in the Material Lease Estoppel Certificate and(each, a “Seller Estoppel”). In addition to the foregoing, the parties acknowledge and agree that in such event, the event that Seller shall no longer have any liability hereunder receives a Material Lease Estoppel Certificate after the Closing Date with respect to any Material Lease Real Property for which a Seller Estoppel was previously delivered, then in such event Buyer shall return to Seller the Seller's Certificate relating Seller Estoppel with respect to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedsuch Leases.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on On or before the Closing Date Estoppel Certificates dated no earlier than thirty date that is five (305) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant Date, Seller shall use commercially reasonable efforts to Section 7.4 hereoffurnish to Buyer, in which case such thirty (30) day period shall be extended on a day for day basis an estoppel certificate completed by the period of the automatic extension), executed each Anchor Tenant and each REA Party and by Tenants occupying at least seventy not less than ninety percent (7090%) of the net rentable other Tenants (by number of Tenants) leasing at least 2500 square feet of gross leaseable area of (the Improvements"Other 2500 sq ft+ Tenants"), in on the aggregate, and from all Tenants set forth in Schedule 7.3 form attached hereto and made incorporated herein as Exhibit "E-1" for Tenants and/or Anchor Tenants (a part hereof "Tenant Estoppel") and on the form attached hereto and incorporated herein as Exhibit "E-2" for REA Parties (an "REA Estoppel") (the Tenant Estoppels and the REA Estoppels are hereinafter collectively referred to as the "Required Estoppels"), and (y) or in the form as provided in such Tenant's Lease and/or as provided in the REA; provided, however, that if a form of estoppel certificate is specified in the lease for any Tenant, then that form of estoppel certificate shall be used for that Tenant. If Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered obtained a Tenant Estoppel from all Tenants and REA Parties but has obtained a Tenant Estoppel from all Anchor Tenants and 80% of all Other 2500 sq ft+ Tenants and REA Parties (the Tenants from whom Tenant Estoppels have not been obtained being herein called the "Missing Estoppel Tenants"), Seller in its own capacity shall satisfy the condition of this Section 6.5 with respect to the Tenant Estoppel from such Missing Estoppel Tenants selected by Buyer (such that Buyer thereby receives an Estoppel Certificate estoppel certificate completed by the tenant or by Seller on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate behalf of the tenant, for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more less than sixty ninety percent (60%) but less than seventy percent (7090%) of the net rentable area Other 2500 sq ft+ Tenants) by executing and delivering to Buyer at Closing a factually accurate Tenant Estoppel for such Missing Estoppel Tenant in the form attached hereto and incorporated herein as Exhibit E-3; any Tenant Estoppel provided by Seller will be released upon delivery of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "SellerTenant Estoppel from such Missing Estoppel Tenant; as Buyer's Certificate"), setting forth Seller's certification that, sole recourse with respect to any material inaccuracy in any Tenant Estoppel provided by Seller, Buyer shall be entitled to pursue the Lease indemnity of Seller under Section 6.10, subject to and limited by the terms thereof, as if the information in question for which a the Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct was a representation and complete, (ii) warranty of Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppelshereunder. In the event that an Seller is unable to obtain Tenant Estoppel Certificate is received from all Anchor Tenants and 80% of all Other 2500 sq ft+ Tenants and REA Parties, or in the event of any "Aggregate Material Monetary Variation" or "Material Non-Monetary Variation" in the Tenant Estoppels, Buyer shall as its sole and exclusive options under such circumstances, elect either: (a) to close the purchase of the Property without the Tenant Estoppels, and without reduction of the Purchase Price, but with a Tenant either before Estoppel signed by Seller for Missing Estoppel Tenants for the Seller's Estoppel Certificates to be selected by Buyer up to 90% (by number of Tenants) of the Other 2500 sq ft+ Tenants; or within thirty (30b) to terminate this Agreement in accordance with the Section hereof entitled "Non-Default Termination". Seller shall deliver to Buyer copies of Tenant Estoppels promptly upon receipt thereof from Tenants. Buyer shall have five days after Closing which confirms the accuracy receipt of the certification a Tenant Estoppel to notify Seller of any Material Variation set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Leasetherein; if Buyer has not given notice within such five day period, the certified and updated rent roll Buyer shall be conclusively deemed to be superseded by such Estoppel Certificate and, in such event, have approved the Tenant Estoppel. Seller and Buyer shall confer on all Material Monetary Variations and Material Non-Monetary Variations. Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant pay on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller any claims not in a dispute, in Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in questionsole judgment. The provisions of this Section shall survive the Closing and delivery of the Deed.Unless there is an "Aggregate Material Monetary Variation" or "Material Non-Monetary Variation"

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), An estoppel certificate in the form and substance set forth in Schedule 7.15 that is attached hereto as to the Exhibit F, and request Agreement ("Tenant Estoppel") showing no material exceptions that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon is executed (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier not more than thirty forty-five (3045) days prior to the applicable Closing Date or such earlier date Purchaser reasonably accepts) by (unless i) all Tenants or New Tenants of the applicable Phase Leases and New Leases that are Qualified Leases on or prior to the applicable Closing Date is automatically extended pursuant that have demised to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, them space in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels")applicable Phase containing 7,500 square feet or more, and (yii) Seller delivering to Purchaser at Closing least eighty percent (80%) (calculated on a Seller's Certificate for each Tenant square foot basis) of all Tenants or New Tenants of the applicable Phase Leases or New Leases that has not delivered an Estoppel Certificate are Qualified Leases on or before Closingprior to the applicable Closing Date that have demised to them space in the applicable Phase containing less than 7,500 square feet. To the extent Seller shall be obligated is unable to deliver to Purchaser at Closing Tenant Estoppels from all or any of the remaining Tenants or New Tenants in the applicable Phase under such Qualified Leases in respect to premises containing less than 7,500 square feet or a Tenant Estoppel in respect to a premises that is 7,500 square feet or less that contains a material exception noted by the applicable Tenant or New Tenant, Seller shall be entitled to deliver to Purchaser Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a estoppel certificate (herein called the "Seller's CertificateEstoppel"), setting forth Seller's certification that, with respect ) in form and substance reasonably acceptable to Purchaser confirming the terms and conditions of the Lease in question or subject New Lease for which a Tenant did Estoppel was not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller delivered to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if sodelivered, describing the nature thereof)that contains a material exception. Each Such Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Estoppel shall be in lieu of deemed a representation and in substitution for the Estoppel Certificate with respect warranty by Seller as to the terms and conditions of the subject Lease in question or New Lease, and the Seller's Estoppel shall count against not be subject to the minimum seventy percent (70%) requirement time limitation for claims set forth in Paragraph 10.04(b) hereof. After the conditions set forth aboveapplicable Closing, but only to the extent of such ten percent when and as Purchaser receives a Tenant Estoppel (10%without material exception) or less shortfall and no for which Seller delivered a Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding LeaseEstoppel, the certified subject Seller's Estoppel shall be released by Purchaser and updated rent roll returned to Seller and shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall of no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing further force and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedeffect.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller11.2.1. Seller's only obligation with respect , at its cost and expense, shall diligently and in good faith endeavor to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon Purchaser no later than five (x5) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, estoppel certificates in the aggregate, and from all Tenants set forth in Schedule 7.3 form of Exhibit "D-1" attached hereto and made a part hereof (or in such form as may be prescribed under any Lease or in the "Required Estoppels"customary form used by any Tenant that is a regional or national retailer), and (y) Seller delivering certified to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an and its successors and assigns ("Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth duly executed by each of the Tenants of the Property dated no earlier than forty-five (45) days prior to the Closing Date. Prior to distributing the Estoppel Certificates to the Tenants, Seller shall deliver to Purchaser drafts of the completed Estoppel Certificates (with all applicable exhibits attached, including photocopies of the executed lease and all applicable amendments thereto) for Purchaser's review and approval. Purchaser shall promptly review such drafts and deliver to Seller any requested revisions thereto, and Purchaser shall be deemed to have approved any Estoppel Certificate to which Purchaser does not object within five (5) business days after receipt thereof. Once the Estoppel Certificates have been approved by Purchaser, Seller shall promptly deliver the appropriate Estoppel Certificate to each respective Tenant (with all applicable exhibits attached, including photocopies of the executed lease and all applicable amendments thereto). Promptly after Seller's certification thatreceipt thereof, with respect Seller shall deliver to the Lease in question for which a Tenant did not deliver an Purchaser any executed Estoppel Certificate and any comments to any Estoppel Certificate. Estoppel Certificates that do not indicate (x) any material discrepancy from the Property Information, (iy) the copy of such any Lease (and all amendments and modifications thereto) amendment, assignment or subletting that was not previously provided by Seller to Purchaser pursuant to Section 3.1 and which is truenot reasonably acceptable to Purchaser, correct or (z) any material and completeadverse claim or landlord default, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing are herein referred to as the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required "Tenant Executed Estoppels". In the event that an Estoppel Certificate is received Seller shall not have obtained Tenant Executed Estoppels from the Major Tenants (as hereinafter defined) and other Tenants under Leases comprising at least eighty percent (80%) of the remaining gross leasable area of the Property actually leased to Tenants (collectively, the "Required Tenant Executed Estoppels") at the Closing, Purchaser shall have the right to (i) terminate this Agreement by giving written notice of termination to Seller on or before the Closing Date, whereupon the provisions of Section 3.3 hereof with respect to a Tenant either before termination shall apply, or within (ii) adjourn the Closing Date for a period not exceeding thirty (30) days after Closing which confirms to allow Seller additional time to obtain the accuracy of the certification set forth in the updated and certified rent roll delivered Required Tenant Executed Estoppels. Seller agrees to forward any Tenant Executed Estoppels received by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a three (3) business days after Seller's Certificate delivered by Seller at Closingreceipt of same. For purposes of this Agreement, then such Seller's Certificate the "Major Tenant" shall be deemed defined to be superseded by such Estoppel Certificate andmean Olive Garden, in such eventOn the Border, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing Chili’s, Chick-Fil-A and delivery of the DeedRed Rxxxx.

Estoppel Certificates. Prior Seller shall obtain and deliver to ClosingBuyer, no later than ten (10) days prior to Close of Escrow, estoppel certificates from all four (4) tenants of the Real Property (the “Required Estoppels”). Seller agrees to ask each of the tenants of the Real Property to execute the estoppel form provided by, or otherwise approved by, Buyer, but Seller shall only be obligated to obtain estoppel certificates from each such tenant on the form required by the Lease for each such tenant. If Seller is unable to obtain a Required Estoppel from Lennar Partners of Los Angeles, Inc. despite diligent commercially reasonable efforts to do so, Seller may deliver to Buyer an estoppel certificate executed by Seller and otherwise in a form reasonably approved by Buyer as to the Required Estoppel for Lennar Partners of Los Angeles, Inc.; provided, however, Seller shall deliver thereafter continue to each Tenant an Estoppel Certificate (herein so called)use diligent commercially reasonable efforts to obtain the Required Estoppels from Lennar Partners of Los Angeles, Inc. Whether executed by the tenant or by Seller, the matters certified in the form attached hereto as Exhibit Festoppel certificates shall be subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) business days following receipt of a copy of any executed estoppel certificate of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved. If Buyer reasonably disapproves of any estoppel certificate, and request that each Tenant completeSeller is unable to deliver a reasonably acceptable estoppel certificate prior to the Close of Escrow, sign and and, without such estoppel certificate Seller will have failed to deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates the Required Estoppels, this Agreement shall automatically terminate, Buyer shall be entitled to request that each Tenant complete a refund of the Deposit without any further action required by any party, and deliver neither party shall have any further obligation to the other. In addition to the foregoing, Seller such shall use diligent commercially reasonable efforts to obtain any and all subordination, attornment and non-disturbance agreements required by Buyer’s lender. Notwithstanding anything to the contrary contained herein, Seller shall have the right (exercisable by Seller in its sole and absolute discretion) to extend (or to further extend, if the Closing Date has already been extended pursuant to Section 1.4 above) the Closing Date for an additional ten (10) business days to obtain the Required Estoppel Certificates. Purchaser's obligations from The State of California — Employment Development Department, upon delivery to consummate the transaction contemplated by this Contract are expressly subject to Buyer and conditioned upon (x) Seller delivering to Purchaser Escrow Holder on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the scheduled Closing Date (unless as the Closing Date is automatically same may be extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%1.4 above) of the net rentable area of the Improvementsits election to so extend (or further extend, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (yas applicable) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedDate.

Estoppel Certificates. Prior Seller has used diligent and good faith efforts to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on Buyer at or before the Closing Date Closing, Approved Estoppel Certificates (as hereinafter defined) addressed to the Buyer and the LLC dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis duly executed by the period each of the automatic extension)Tenants of the Properties. Seller has prepared estoppel certificates for each -7- Tenant of the Properties using an estoppel certificate in the form of Exhibit G attached hereto, and submitted same to Buyer for its review and approval. The estoppel certificate for each Tenant approved by Buyer, including any estoppel certificate approved by Buyer after negotiation with the Tenant, is herein referred to as the "Approved Estoppel Certificate." The Approved Estoppel Certificates executed by Tenants occupying at least seventy percent (70%) each of the net rentable area Tenants without discrepancy, adverse claim or exception are herein referred to as the "Tenant Executed Estoppels." At or prior to the Closing, Seller shall deliver to Buyer copies of all Tenant Executed Estoppels obtained by Seller as of such date. In the event Seller shall not have obtained Tenant Executed Estoppels from all of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof listed on Exhibit G-1 (the "Required Tenants") hereto with respect to each Center ("Required Tenant Executed Estoppels"), and (y) Seller delivering Buyer shall have the right to Purchaser at Closing a terminate this Agreement by giving written notice of termination to Seller's Certificate for each Tenant , in which event the Termination Remedy shall apply. In the event that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each not have obtained Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates Executed Estoppels from Tenants occupying more than sixty percent one hundred (60100%) but less than seventy percent (70%) of the net rentable area Tenants of the Improvements, then, Properties other than the Required Tenants ("Non Required Tenants") at the time of the Closing, Seller shall execute and deliver to Buyer at its option may (without any obligation to do so) provide Purchaser with a the Closing, an estoppel certificate (herein called the "Seller's CertificateSeller Executed Estoppel"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu form of and in substitution for the applicable Approved Estoppel Certificate with respect to the Lease in question any Non Required Tenants who did not execute and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppelsdeliver an Approved Estoppel Certificate. In the event that any Non Required Tenant executes and delivers an estoppel certificate alleging any default, claim or right of offset, Seller shall either cure any such default or settle any such claim or right of offset prior to Closing or Seller shall execute and deliver to Buyer at the Closing an estoppel certificate ("Seller Executed Disputed Estoppel") in the form of the applicable Approved Estoppel Certificate is received from with respect to such Non Required Tenant that delivered an estoppel certificate alleging a Tenant either before default, claim, or within thirty (30) days after right of offset. The obligation of Seller under the Seller Executed Estoppels and the Seller Executed Disputed Estoppels shall be covered by an indemnification agreement to be executed at Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing and Spartan Stores, Inc., a Michigan corporation ("Spartan") with respect to the corresponding Lease, statements set forth therein in the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion form of Exhibit H attached hereto (the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed"Indemnification Agreement").

Estoppel Certificates. Prior to Closing, Seller shall deliver use reasonable, diligent and good faith efforts to each Tenant obtain from the tenants of the Property an executed estoppel certificate (“Estoppel Certificate (herein so calledCertificate”), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to and delivered not later than five (5) days prior to the Closing Date (unless “Estoppel Return Date), substantially in the Closing Date is automatically extended pursuant form attached to Section 7.4 hereof, this Agreement as Exhibit H or in which case such thirty (30) day period the form required by the applicable tenant’s lease. It shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvementscondition to Buyer’s obligation to close under this Agreement that Seller obtain an Estoppel Certificate reasonably acceptable to Buyer from tenants who occupy, in the aggregate, at least 80% of the rentable square footage in the Property and from all Tenants set forth in Schedule 7.3 attached hereto for each lease of more than 10,000 square feet. At least five (5) days prior to the expiration of the Due Diligence Period, Seller shall complete and made a part hereof (deliver the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's form of Estoppel Certificate for each Tenant that has not delivered an Lease to the Buyer. Buyer shall notify Seller of any reasonable changes required to correct such Estoppel Certificate on at or before Closingprior to the expiration of the Due Diligence Period. Seller shall be obligated make such changes prior to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for submitting the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppelsapplicable tenant. In the event that an Seller is unable to satisfy the Estoppel Certificate condition by the Estoppel Return Date, Seller shall not be in default under this Agreement. However, if the Estoppel Certificate condition is received from a Tenant not fulfilled as of the Estoppel Return Date, then, for three (3) business days thereafter, Buyer shall have the option either before or within thirty to (30i) waive the condition, (ii) extend the Closing Date for up to fourteen (14) days after Closing to allow Seller more time to obtain additional estoppel certificates; or (iii) terminate this Agreement, in which confirms the accuracy event all of the certification Deposit shall be returned to Buyer. If Buyer elects to extend the Closing Date pursuant to clause (ii) of the preceding sentence and the Estoppel Certificate condition is still not fulfilled on or before the expiration of the fourteen (14) day extension period, then Buyer may elect one of the options set forth in the updated clauses (i) and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion (iii) of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedpreceding sentence.

Estoppel Certificates. Prior Following the Effective Date, Seller will make good faith efforts to obtain from each of the tenants under the Leases, signed estoppel certificates in the form attached hereto as Exhibit F-l (the “Estoppel Certificates”). The parties acknowledge that “good faith efforts” will not be deemed to require the payment of fees or other consideration that may be required by a tenant as a condition to issuing an Estoppel Certificate; provided that Purchaser shall be under no obligation to close unless, not later than five (5) business days prior to the Closing Date, original or faxed copies of estoppel certificates have been received for the following tenants (a) Bi-Lo Supermarket and Blockbuster Video; plus (b) tenants of at least seventy-five percent (75%) of the remaining square footage of the Property currently leased to tenants, not including Blockbuster Video and Bi-Lo Supermarket (the “Required Estoppels”). Following receipt from a tenant, Seller shall fax or deliver the signed Estoppel Certificates to Purchaser for Purchaser’s approval or disapproval. Purchaser’s failure to disapprove of any Estoppel Certificate by written notice to Seller within five (5) business days after delivery of a copy thereof shall be deemed Purchaser’s approval thereof. Notwithstanding the foregoing, Purchaser shall not have the right to disapprove of any Estoppel Certificate which is in form and substance materially the same as the form attached hereto as Exhibit F-l (except as to information provided by the tenant) or in the form of estoppel certificate permitted under such tenant’s Lease and which is not materially inconsistent with the Lease of such Tenant. Furthermore, Purchaser shall not reject Estoppel Certificates with commercially reasonable markups or changes initiated by the Tenant. If any Estoppel Certificate is disapproved by Purchaser, Seller shall have the right, but not the obligation to cure such deficiencies and obtain and deliver to Purchaser, a revised Estoppel Certificate, on or before three (3) business days prior to Closing. Additionally, if Seller provides the Required Estoppels but is unable to provide an acceptable Estoppel Certificate from any remaining tenant (up to 100% of the total square footage of the Property), then Seller, not later than three (3) business days prior to Closing, Seller shall deliver to each Tenant Purchaser an Estoppel Certificate (herein so called)certified by Seller, to Seller’s knowledge, in the form attached hereto as Exhibit FF-2 (the “Seller’s Estoppel”), and request that each Tenant completewhich certification shall survive the Closing for a maximum period of one (1) year (provided, sign and deliver such however, if Seller subsequently delivers a Estoppel Certificate from such tenant(s), Seller shall thereafter be released from such certification). If, by three (3) business days prior to the Closing Date, Seller has not delivered all of the Estoppel Certificates or Seller’s Estoppel required hereunder, Purchaser shall have the right to terminate this Agreement upon written notice to Seller. Seller's only obligation with respect ; provided, however, that Seller shall have the right to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated avoid termination of this Agreement by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before extending the Closing Date for one (1) period of up to fifteen (15) days for the purposes of obtaining the necessary Estoppel Certificates dated no earlier to satisfy the requirements of this Section 4.3 by providing written notice to Purchaser not later than thirty two (302) days prior to the scheduled Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before ClosingDate. If on or before Purchaser timely terminates this Agreement, the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Xxxxxxx Money shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Escrow Holder to Purchaser, and Purchaser and Seller in substitution for or count against shall not have any further liability to the requirement other under this Agreement except those obligations expressly surviving termination of this Agreement. Failure to obtain any the Estoppel Certificates shall not be a breach of the Required Estoppels. In the event that an Estoppel Certificate is received from this Agreement, unless Seller has failed to make a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller good faith effort to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by obtain such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedCertificates.

Estoppel Certificates. Prior to ClosingWithin ten (10) business days after written request therefor, Seller Tenant shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete execute and deliver to Seller such Estoppel Certificates. Purchaser's obligations Landlord, in a commercially reasonable form provided by or satisfactory to consummate Landlord, a certificate stating that this Lease is in full force and effect, describing this Lease and any amendments or modifications hereto, acknowledging that this Lease is subordinate or prior, as the transaction contemplated by this Contract are expressly subject case may be, to any Encumbrance and conditioned upon (x) Seller delivering stating any other factual information regarding the Lease that Landlord may reasonably request, including the commencement and expiration dates of the Term, the monthly Base Rent, the date to Purchaser on which Rent has been paid, the amount of any security deposit or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior prepaid rent, whether to the Closing Date (unless best of Tenant’s knowledge either party hereto is in default under the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period terms of the automatic extension)Lease, executed by Tenants occupying at least seventy percent whether Landlord has completed its construction obligations hereunder (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"if any), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each whether Tenant that has not delivered accepted the Premises. Any person or entity purchasing, acquiring an Estoppel Certificate on interest in or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, extending financing with respect to the Lease in question for which a Building shall be entitled to rely upon any such certificate. If Tenant did not fails to deliver an Estoppel Certificatesuch certificate within five (5) Business Days after Landlord's second written request therefor, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Tenant shall be in lieu default of the Lease and Tenant shall pay to Landlord, in substitution addition to all other amounts required from Tenant pursuant to this Lease, Five Thousand Dollars ($5,000.00) for each calendar day that Tenant fails to deliver the required estoppel certificate beginning with the first calendar day immediately following the five (5) Business Days after Landlord's second written request; provided, however, that if Tenant fails to deliver the required estoppel certificate within ten (10) Business Days after Landlord's second written request, the amount that Tenant shall be required to pay to Landlord for such failure, beginning on the first calendar day immediately following the foregoing ten (10) Business Day period, shall increase at the rate of Five Hundred Dollars ($500.00) per calendar day so that for example, the amount due for such first calendar day shall be Five Thousand Dollars ($5,000.00), the amount due for the Estoppel Certificate second calendar day immediately following the foregoing ten (10) Business Day period shall be Five Thousand Five Hundred Dollars ($5,500.00), etc. until the required estoppel certificate is delivered to Landlord. Within ten (10) business days after written request therefor, Landlord shall execute and deliver to Tenant, in a commercially reasonable form provided by or reasonably satisfactory to Tenant, a certificate, stating that this Lease is in full force and effect, describing this Lease and any amendments or modifications hereto and stating the commencement and expiration dates of the Term, the monthly Base Rent, the date to which Rent has been paid, the amount of any security deposit or prepaid rent, whether to the best of Landlord’s knowledge either party hereto is in default under the terms of the Lease, whether Landlord has completed its construction obligations hereunder (if any), and whether Tenant has accepted the Premises. Any person or entity purchasing, acquiring an interest in or extending financing with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth Tenant or Tenant’s interest in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll Premises shall be deemed entitled to be superseded by rely upon any such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedcertificate.

Estoppel Certificates. 7.7.1 Prior to Closingthe Effective Date of this Agreement, Seller shall deliver delivered to each Tenant Buyer an Acceptable Estoppel Certificate (herein so called), in as defined below) from all of the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation tenants of the Property except with respect to Xxxxx Xxxxxxx University (“JHU”) and Save the Children, provided that it is anticipated that as of the Close of Escrow some or all of such Estoppel Certificates certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier more than thirty (30) days prior to the Closing Date (unless Close of Escrow, thereby such certificates shall not satisfy the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in clause (iv) of the conditions definition of Acceptable Estoppel Certificate set forth above, but only below. Seller shall use commercially reasonable efforts to obtain and deliver to Seller at least two (2) business days prior to the extent Close of such ten percent Escrow renewed (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or i.e., dated within thirty (30) days after Closing which confirms prior to the accuracy Close of Escrow) Acceptable Estoppel Certificates or a date-down certificate in the form of Exhibit Q dated not more than forty-five (45) days prior to the Close of Escrow, (i) executed by the District of Columbia Government regarding the Department of Health, NeighborWorks, the GSA (as hereinafter defined) regarding each of the certification set forth in Government Leases (as hereinafter defined), Save the updated Children and certified rent roll delivered by Seller to Purchaser at Closing JHU, which, with respect to the corresponding Lease, the certified and updated rent roll shall be deemed Acceptable Estoppel Certificate or date-down certificate to be superseded obtained from each of JHU and Save the Children, must certify that there are no tenant improvement allowances due from Seller to such tenant and (ii) from such other tenants as are required by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect Buyer’s lender as a condition to that portion closing on Buyer’s financing of the certification superseded. In the event acquisition; provided that an Estoppel Certificate is received from a Tenant Buyer has notified Seller of same in writing on or before thirty June 14, 2019 (30) days after collectively, the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such “Renewed Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedCertificates”).

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), An estoppel certificate in the form and substance set forth in Schedule 7.15 that is attached hereto as to the Exhibit F, and request Agreement ("Tenant Estoppel") showing no material exceptions that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon is executed (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier not more than thirty forty-five (3045) days prior to the Closing Date or such earlier date Purchaser reasonably accepts) by (unless i) all Tenants or New Tenants of Leases and New Leases that are Qualified Leases (as hereinafter defined) on or prior to the Closing Date is automatically extended pursuant that have demised to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, them space in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels")Project containing 7,500 square feet or more, and (yii) Seller delivering to Purchaser at Closing least eighty percent (80%) (calculated on a Seller's Certificate for each Tenant square foot basis) of all Tenants or New Tenants of Leases or New Leases that has not delivered an Estoppel Certificate are Qualified Leases on or before Closingprior to the Closing Date that have demised to them space in the Project containing less than 7,500 square feet. To the extent Seller shall be obligated is unable to deliver to Purchaser at Closing Tenant Estoppels from all or any of the remaining Tenants or New Tenants in the Project under such Qualified Leases in respect to premises containing less than 7,500 square feet or a Tenant Estoppel in respect to a premises that is 7,500 square feet or less that contains a material exception noted by the applicable Tenant or New Tenant, Seller shall 10 16 be entitled to deliver to Purchaser Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a estoppel certificate (herein called the "Seller's CertificateEstoppel"), setting forth Seller's certification that, with respect ) in form and substance reasonably acceptable to Purchaser confirming the terms and conditions of the Lease in question or subject New Lease for which a Tenant did Estoppel was not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller delivered to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if sodelivered, describing the nature thereof)that contains a material exception. Each Such Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Estoppel shall be in lieu of deemed a representation and in substitution for the Estoppel Certificate with respect warranty by Seller as to the terms and conditions of the subject Lease in question or New Lease, and the Seller's Estoppel shall count against not be subject to the minimum seventy percent (70%) requirement time limitation for claims set forth in Paragraph 10.04(b) hereof. After the conditions set forth aboveClosing, but only to the extent of such ten percent when and as Purchaser receives a Tenant Estoppel (10%without material exception) or less shortfall and no for which Seller delivered a Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding LeaseEstoppel, the certified subject Seller's Estoppel shall be released by Purchaser and updated rent roll returned to Seller and shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall of no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing further force and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedeffect.

Estoppel Certificates. Prior Not less than five (5) calendar days prior to Closingthe Closing Date, Seller shall have obtained and delivered to Buyer duly executed estoppel certificates (each, a “Tenant Estoppel Certificate”) substantially in the form of EXHIBIT “8” attached hereto, or covering estoppel matters required under the respective tenant’s lease, made in favor of Buyer, which shall be dated no earlier than the Effective Date and which shall contain no Material Objection Matter (as defined below) from not less than eighty percent (80%) of the tenants under the Tenant Leases, excluding, however, the State Lease (as defined below). Seller shall execute and deliver to each Tenant an Estoppel Certificate at Closing a certificate (herein so called)each, a “Seller Certificate”) substantially in the form attached hereto as Exhibit FEXHIBIT “9”, and request that for each Tenant completeLease for which Seller is unable to obtain a Tenant Estoppel Certificate, sign made in favor of Buyer and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Effective Date (unless the Closing Date is automatically extended pursuant to and which shall contain no Material Objection Matter. For purposes of this Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension6(a)(iii), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, “Material Objection Matter” shall mean any omission or statement in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made or modification to a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. a Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain indicates any of the Required Estoppels. In the event following: (A) that an Estoppel Certificate Seller is received from in default under a Tenant either before Lease, (B) that there is a change in any material financial or within thirty economic term of a Tenant Lease such that the same is materially inconsistent with the information in the Tenant Lease materials as included among the Due Diligence Items, (30C) days after Closing that there is any written amendment or supplement to the Tenant Lease which confirms the accuracy was not revealed as part of the certification set forth Due Diligence Items, or (D) any claims of right of first refusal, first offer, or rights of purchase not contained in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Tenant Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to . Buyer acknowledges that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability ’s only obligation hereunder with respect to the Seller's Certificate relating Tenant Estoppel Certificates is to use commercially reasonable efforts to obtain such Tenant Estoppel Certificates subject to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery terms of the Deed3102/001/117988.10 Tenant Leases, and any failure of Seller to satisfy this condition prior to Closing shall not constitute a default under this Agreement.

Estoppel Certificates. Prior Promptly following the Effective Date (but no sooner than Lockheed’s exercise or declination or deemed declination to Closingexercise its right of first refusal to lease the balance of Building C unless otherwise requested by Buyer), Seller Quantum shall deliver to each Tenant an the form of Estoppel Certificate (herein so called)and Attornment Agreement, in the form attached hereto as Exhibit FC (as such form may be modified at the request of Buyer), to Lockheed, as tenant under the Existing Space Lease, and request that each Tenant complete, sign and deliver shall use reasonable efforts to obtain such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), Attornment Agreement duly executed by Tenants occupying at least seventy percent (70%) of Lockheed in such form as soon as possible. Quantum shall deliver the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering tenant’s response to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before ClosingBuyer promptly following Quantum’s receipt thereof. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll Buyer shall be deemed to have approved and accepted any Estoppel and Attornment Agreement executed by Lockheed and delivered to Buyer substantially in the form attached hereto as Exhibit C (as such form may be superseded modified at the request of Buyer), without modification or exception. Within five (5) Business Days following receipt by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion Buyer of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on and Attornment Agreement executed by the tenant under the Existing Space Lease, Buyer may notify Quantum and Seller in writing of any objection it may have to any modification or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations exception made by Lockheed in the Estoppel and Attornment Agreement. If Buyer timely notifies Quantum and Seller in writing of Buyer’s objection to the Estoppel and Attornment Agreement, then, within five (5) Business Days after receipt of such notice, Quantum may obtain and deliver to Buyer another Estoppel and Attornment Agreement from Lockheed omitting the objectionable modification or exception (and containing no additional modification or exception not previously included in a Seller's Certificate Estoppel and Attornment Agreement delivered by Seller at Closingto Buyer), then such Seller's Certificate whereupon Buyer’s objection shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in questionwithdrawn. The provisions of this Section shall survive the Closing execution and delivery of the DeedEstoppel and Attornment Agreement from Lockheed under the Existing Space Lease shall be a condition precedent to Buyer’s obligations to close escrow under this Agreement. If requested by Buyer, Quantum shall deliver, and use reasonable efforts to obtain, a Subordination, Non-Disturbance and Attornment Agreement from Lockheed in the Buyer’s lender’s then current form, subject to changes consistent with Lockheed’s rights under the Existing Space Lease (the “Lockheed SNDA”). In addition, if requested by Buyer, Quantum shall execute and deliver Subordination, Non-Disturbance and Attornment Agreement(s) in favor of Buyer’s lender in such lender’s then current form, subject to changes consistent with Quantum’s rights under the Quantum Space Leases. If requested by Buyer, Quantum shall deliver, and use reasonable efforts to obtain, estoppel certificates and/or certificates of approval in form and substance satisfactory to Buyer from the counterparties or relevant owner’s associations or committees evidencing the satisfaction of the payment and performance obligations under the restrictions, covenants, conditions, easements, declarations, joint maintenance and other agreements listed in the Title Report (the “CCR Estoppels”). The execution and delivery of the Lockheed SNDA and the CCR Estoppels, if requested by Buyer, shall be a condition precedent to Buyer’s obligations to close escrow under this Agreement.

Estoppel Certificates. Prior to Closing3.6.1 On or before June 5, 2007, Seller shall deliver forward an estoppel certificate to each Tenant an Estoppel Certificate (herein so called)all Property tenants, substantially in the form of Exhibit E attached hereto to this Agreement (or the agreed form of estoppel that is attached to a Property tenant's lease) containing information that is consistent with the information set forth in the applicable tenant lease and the Rent Roll (as Exhibit Fdefined in Section 5.6.6 below), and request thereafter use reasonable efforts to obtain, prior to the Closing Date, executed tenant estoppel certificates from all of the then-current Property tenants. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be in default hereunder for its failure to obtain all or any of the tenant estoppel certificates, provided, however, that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates it shall be a condition precedent to request Buyer's obligation to purchase the Property (which may be waived by Buyer) that each at least three (3) business days prior to the Closing Date, Seller shall have delivered to Buyer an executed tenant estoppel certificate, not disclosing any material variance with the information forth in the applicable tenant lease and the Rent Roll, and not alleging any material, uncured default of Seller under such lease (an "Acceptable Tenant complete Estoppel") for (a) tenants occupying not less than seventy-five (75%) of the inline leased square footage of the Property; and (b) one hundred percent (100%) of the Major Anchor Tenants (defined as any tenant leasing 25,000 square feet or more of floor space on the Property) (the "Required Tenant Estoppels"). Notwithstanding anything herein to the contrary, if that Seller has been unable to obtain (and deliver to Seller such Buyer) the Required Tenant Estoppels at least three (3) business days prior to the Closing Date, and Buyer is not willing to waive the Required Tenant Estoppel Certificates. Purchaser's obligations condition, then either party shall have the right to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before delay the Closing Date Estoppel Certificates dated no earlier than by up to thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day order for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided continue to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement attempt to obtain any of the missing Required Tenant Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser estoppel certificates from all tenants or occupants of the Land and the Improvements, which estoppel certificates shall be without material and adverse modification to the form of estoppel certificate attached as Exhibit E hereto or such form as is required by the applicable tenant’s lease (each estoppel certificate satisfying such criteria, a “Conforming Estoppel”). If Seller fails to obtain a Conforming Estoppel from a sufficient number of tenants to satisfy the Required Estoppel Amount (as hereinafter defined), Seller may (but shall not be obligated to) provide and deliver an estoppel from Seller for one or more tenants in order to satisfy the Required Estoppel Amount (in form and substance reasonably comparable to Exhibit E, but tailored to take into account that it is being issued by the landlord, rather than the tenant) pertaining to such tenant’s Lease (a “Seller Estoppel”), provided, however, that Seller shall not be permitted to provide a Seller Estoppel for any Major Tenants. “Major Tenants” shall hereinafter be defined as Xxxxxx & Xxxx Properties, LLC, Aarow Container, Goodwill and Green Wave Computer Recycling, Xxxxxx Armored US, LLC and Ohana United. It shall be a condition precedent to Purchaser’s obligation to proceed to close hereunder that, at least three (3) business days prior to the Closing, Seller shall delivers to Purchaser a Conforming Estoppel from tenants that account for at least eighty percent (80%) of the leased square footage at the Property, including a Conforming Estoppel from all Major Tenants (collectively, the “Required Estoppel Amount”). If Seller fails to timely deliver to each Tenant an Purchaser Conforming Estoppel Certificate from a sufficient number of Conforming Estoppels (herein so calledincluding Seller Estoppels), in the form attached hereto as Exhibit Fnumber needed to satisfy the Required Estoppel Amount, Purchaser may either (i) proceed to Closing and request that each Tenant completewaive the condition precedent related to the delivery of a sufficient number of Conforming Estoppels, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver or (ii) terminate this Agreement by delivery of written notice to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier Closing, in which event the Deposit shall immediately be returned to Purchaser, and neither party shall have any further liabilities or obligations hereunder except those liabilities and obligations that expressly survive a termination of this Agreement. If Seller delivers to Purchaser, or Purchaser otherwise receives, an estoppel certificate from a tenant under a Lease more than thirty three (303) business days prior to the Closing Date (unless the Closing Date is automatically extended pursuant Approval Date, but Purchaser fails to Section 7.4 hereofnotify Seller, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, writing and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the ImprovementsApproval Date, thenthat such estoppel certificate does not constitute a Conforming Estoppel, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by have accepted such estoppel certificate as a Conforming Estoppel Certificate and, in such event, for all relevant purposes under this Agreement. Any Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made provided by Seller in lieu of a Seller's Certificate delivered by Conforming Estoppel shall (i) be null and void should Seller at Closing, then such Seller's Certificate shall subsequently obtain a Conforming Estoppel from the applicable tenant; and (ii) be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect subject to the limitations on Seller's Certificate relating to the Tenant Lease ’s aggregate liability contained in question. The provisions of this Section shall survive the Closing and delivery of the Deed8.3.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called)have delivered tenant estoppel certificates, substantially in the form set forth on Exhibit E attached hereto or in such other form as Exhibit Fmay be required or permitted under the Leases, duly executed by tenants representing at least 75% of the rentable square footage actually demised under the Leases in effect at the Property as of the Closing Date, which tenant estoppel certificates may also include qualifications of any certification therein by a “best of knowledge” standard or similar provision, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates which tenant estoppel certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty forty-five (3045) days prior to the Closing Date Date; provided, however, Sellers’ failure to deliver such estoppel certificates shall not be a default of Sellers hereunder. If Sellers shall not have delivered the required tenant estoppel certificates to Buyer as of the Closing Date, Sellers shall have the right (unless but not the obligation) (a) to deliver seller estoppel certificates, substantially in the form set forth on Exhibit F attached hereto, in place of any tenant estoppel certificates that will total no more than 20% of the rentable square footage actually demised under the Leases in effect at the Property as of the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall so that tenant estoppel certificates must be extended on a day for day basis by the period received from tenants representing at least 55% of the automatic extension), executed by Tenants occupying rentable square footage actually demised under the Leases in effect at least seventy percent (70%) the Property as of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof Closing Date) or (the "Required Estoppels"), and (yb) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before extend the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation for up to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after by written notice delivered to Buyer at or before the Closing which confirms in order to allow Sellers additional time to obtain the accuracy requisite tenant estoppel certificates. If Sellers elect to extend the Closing Date as aforesaid, then the Closing Date shall occur on the earlier to occur of the certification set forth in date which is five (5) business days following the updated and certified rent roll delivered by date on which such Seller delivers the applicable tenant estoppel certificates or seller estoppel certificates to Purchaser at Closing with respect to Buyer or the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate date which is received from a Tenant on or before thirty (30) days after following the originally-scheduled Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have Date. If Sellers deliver any liability hereunder seller estoppel certificates with respect to the Seller's Certificate relating any Leases for which a tenant estoppel certificate is later delivered, then to the Tenant Lease extent any such tenant estoppel certificate confirms any matters set forth in question. The provisions of this Section the corresponding seller estoppel certificate, Sellers shall survive the Closing and delivery of the Deedhave no liability or obligation to Buyer with respect to such matters.

Estoppel Certificates. Prior to Closing, Seller shall obtain and deliver to each Tenant an Estoppel Certificate Buyer at least three (herein so called), 3) business days prior to Close of Escrow estoppel certificates from all Major Tenants (as hereinafter defined) and at least 75% of the non-Major Tenants in the form attached hereto as Exhibit FC. In the event Seller is unable to obtain estoppel certificates from 100% of the non-Major Tenants despite diligent efforts to do so, Seller shall deliver to Buyer an estoppel certificate executed by Seller and otherwise in the form required by Buyer for no more than 25% of the non-Major Tenants, and request that each Tenant completethereafter Seller shall continue to use diligent efforts to obtain an estoppel certificate executed by such lessees. At any time prior to Close of Escrow, sign Seller may substitute an estoppel certificate executed by a tenant under a lease to replace any estoppel certificate executed by Seller as landlord under the same lease previously delivered by Seller. Whether executed by the lessee or by Seller, the matters certified in the estoppel certificate shall be subject to Buyer's absolute and deliver sole discretion to approve or disapprove. Buyer shall notify Seller within seven (7) business days of Buyer's receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such Estoppel Certificate disapproval, if disapproved. Approval, disapproval and the basis of disapproval may be given by e-mail to Seller. Seller's only obligation with respect If Buyer notifies Seller that it disapproves an estoppel certificate, and Seller notifies Buyer in writing that it is unable to obtain changes to such Estoppel Certificates shall be estoppel certificate that satisfy Buyer's issues and are acceptable to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days Buyer prior to the Closing Date (unless Close of Escrow, then Buyer shall have 5 business days from the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a date Buyer receives Seller's Certificate for each Tenant notice that has not delivered Seller is unable to provide an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvementsacceptable estoppel to, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect by written notice to the Lease in question for which a Tenant did not deliver an Estoppel CertificateSeller, either (i) accept the copy of such Lease (estoppel as is and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, close this transaction as otherwise contemplated herein or (ii) Seller has not received any rent thereunder for more than one month in advanceterminate this Agreement and obtain a refund of the Deposit, and (iii) Seller has neither received nor given party shall have any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect further obligation to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Sellerother except Buyer's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppelsindemnification obligations under Paragraph 5. In the event that an Estoppel Certificate is received from a Tenant either before or Buyer fails to provide such written notice within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease5 business day period, the certified and updated rent roll Buyer shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect chosen option (i) as to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedestoppel.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate Receipt of estoppel certificates (herein so called"TENANT ESTOPPEL CERTIFICATES"), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier not more than thirty (30) days prior to the Closing Date (unless Date, from a sufficient number of tenants at the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period Property so that Tenant Estoppel Certificates shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) received with respect to not less than 90% of the net rentable area square feet of space covered by leases in effect as of the Improvementsdate hereof, shall be a condition precedent to Buyer's obligation to purchase the Property hereunder. Each Tenant Estoppel Certificate shall either be substantially in the aggregate, and from all Tenants set forth form provided in Schedule 7.3 Exhibit "C-1" attached hereto and made a part hereof (with limitations to a tenant's knowledge or actual knowledge in place of to the best of tenant's knowledge, where applicable, being deemed acceptable revisions) or in the form, if any, prescribed in the applicable tenant lease (with all blanks filled in and the information contained therein consistent with the terms of the Leases). Seller's sole obligation hereunder shall be to utilize commercially reasonable efforts to obtain a Tenant Estoppel Certificate from each tenant at the Property (such reasonable efforts obligation not including any obligation to institute legal proceedings or to expend any monies therefor); provided, however, if the condition specified in this paragraph 4C is satisfied but not all tenants shall have delivered Tenant Estoppel Certificates, Seller shall deliver a certificate ("Required EstoppelsSELLER ESTOPPEL CERTIFICATE") with respect to each lease for which no Tenant Estoppel Certificate is received. The Seller Estoppel Certificate shall be in substantially the same form as the Tenant Estoppel Certificate attached as Exhibit "C-1" hereto, with appropriate changes to reflect that (i) such certificate is being delivered by Seller rather than the tenant, (ii) paragraphs (c), (d), (f), (h) are limited to Seller's knowledge (as defined in this Agreement), and paragraph (yo) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall will be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closingdeleted. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the ImprovementsDate, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth aboveherein are not satisfied (or waived by Buyer), but only to then this Agreement shall terminate at Buyer's option (and the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll Escrow Deposit shall be deemed promptly returned to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedBuyer).

Estoppel Certificates. Prior (i) As a condition to Purchaser's obligation to close hereunder, Purchaser shall have received estoppel certificates ("Estoppel Certificates"), dated no more than forty-five (45) days prior to Closing, Seller from tenants occupying not less than seventy-five percent (75%) of the rentable space leased as of the date of Closing pursuant to valid and existing Leases and in the form and content as set forth herein (the aforesaid acceptable Estoppel Certificates to be delivered are collectively referred to as the "Required Estoppel Certificates"). The Estoppel Certificates shall deliver to each be in the form of Exhibit K attached hereto (the "Form Tenant Estoppel Certificate"). The Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate, except that: (i) an Estoppel Certificate (herein so called)executed by a tenant shall be deemed an acceptable Estoppel Certificate for purposes of this Section 8(B) as long as it contains the information set forth in items 1 through 7 on the Form Tenant Estoppel Certificate, in and such information is consistent with the form rent roll attached hereto as Exhibit F, B; and request that each Tenant complete, sign and deliver such (ii) an Estoppel Certificate shall be deemed an acceptable Estoppel Certificate for purposes of this Section 8(B) if it contains the qualification by the tenant of any statement as being to Sellerthe best of its knowledge or as being subject to any similar qualification. Seller's only obligation with respect If Seller is unable to such provide to Purchaser the Required Estoppel Certificates shall be to request that each Tenant complete and deliver on or before Closing, then by written notice to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser given on or before the Closing Date Estoppel Certificates dated no earlier than thirty Date, Purchaser may either: (30a) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereofterminate this Agreement, in which case such thirty (30) day period event the Exxxxxx Money shall be extended on a day returned to Purchaser, at which time this Agreement shall be null and void and neither party shall have any further rights or obligations under this Agreement, except for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants indemnity obligations set forth in Schedule 7.3 attached hereto Sections 6 and made a part hereof (the "Required Estoppels")10(G) hereof, and the Confidentiality Agreement, which shall survive termination; or (yb) Seller delivering waive the condition contained in this Section 8(B) and proceed to Purchaser at Closing a (and Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller failure to terminate the Agreement as permitted in subsection (a) shall be obligated deemed an election to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser waive this condition as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent subsection (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedb)).

Estoppel Certificates. Prior As a condition precedent to ClosingBuyer’s obligation to close hereunder, Seller Buyer shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates have received estoppel certificates dated no earlier more than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period originally scheduled Close of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof Escrow (the "Required Estoppels")“Estoppel Certificates”) from tenants, and (y) Seller delivering to Purchaser at Closing excluding Buyer or any affiliate of Buyer which is also a Seller's Certificate for each Tenant tenant, that has collectively occupy not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy total rentable space actually leased as of such Lease the Effective Date pursuant to valid and existing leases (excluding license agreements and all amendments and modifications thereto) previously provided excluding the space leased by Seller to Purchaser is trueBuyer or any affiliate of Buyer), correct and complete, less (ii) Seller has the total rentable space under lease by Buyer or any affiliate of Buyer (the Estoppel Certificates to be delivered are collectively referred to as the “Required Estoppel Certificates”); it being agreed that receipt of an Estoppel Certificate from Buyer shall not received any rent thereunder be a condition precedent to Buyer’s obligation to consummate the transaction contemplated by this Agreement. The Estoppel Certificates delivered to the tenants for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence execution shall be in lieu the form of and Exhibit K attached hereto (the “Form Tenant Estoppel Certificate”). The Estoppel Certificates executed by tenants shall be in substitution for substantially the form of the Form Tenant Estoppel Certificate; provided, however, that an Estoppel Certificate with respect executed by a tenant shall not be deemed an unacceptable Estoppel Certificate for purposes of this Section 6(a)(vii) if it (a) contains the qualification by the tenant of any statement as being to its knowledge or as being subject to any similar qualification, or (b) does not contain any more information than that which the Lease tenant is required to give in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only any such certificate pursuant to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppelsits lease. In the event that an Seller does not provide to Buyer the Required Estoppel Certificate is received from a Tenant either before Certificates on or within thirty prior to the third business day prior to the Closing Date (30) days after subject to Seller’s right to extend the Closing which confirms the accuracy of the certification Date set forth in the updated and certified rent roll delivered last sentence of this subsection), Buyer may, by written notice to Seller to Purchaser at Closing with respect given on or prior to the corresponding LeaseClose of Escrow, either (A) elect not to purchase the certified Property, in which event the Second Deposit shall be returned to Buyer, at which time this Agreement shall terminate and updated rent roll become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the Property notwithstanding Seller’s inability to provide the Required Estoppel Certificates, in which event Buyer shall be deemed to be superseded by have waived the condition contained in this Section 6(a)(vii). If Buyer fails to deliver such Estoppel Certificate andwritten notice as described above, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate Buyer shall be deemed to be superseded by such have elected item (B) above. Information disclosed on any Estoppel Certificate and, in such event, delivered to Buyer prior the Closing shall be deemed to have been known by Buyer for purposes of the second sentence of Section 14(q). Seller shall have no longer have any liability hereunder in connection with Seller’s representations or warranties set forth herein with respect to the Seller's Certificate relating a particular lease to the Tenant Lease extent that such representations and warranties are confirmed by the tenant under such lease in questionan Estoppel Certificate delivered with respect to such lease. The provisions of Seller shall have the right to extend the Closing Date to any business day up to and including March 3, 2008 if Seller determines such extension is necessary to satisfy the condition set forth in this Section shall survive the Closing and delivery of the Deed6(a)(vii).

Estoppel Certificates. Prior Sellers shall have delivered to Purchaser, at or before Closing as a condition precedent to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called)a written statement from Digital Motor Works Inc. and Motion Computing, in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregateInc., and from all Tenants such other tenants, whose rentable square footage totals, when added to the rentable square footage leased to Digital Motor Works Inc. and Motion Computing Inc., comprises no less than 75% (the "Tenant Estoppel Percentage"), of the total rentable square footage of the Property leased by tenants under the Leases, in substantially the form of tenant estoppel certificate set forth in Schedule 7.3 on Exhibit G attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, ) and which do not disclose the existence of any default by Seller under the Leases or contain information that is inconsistent with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy terms of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and completethe Leases, (ii) Seller has not received any the information contained in the most recent rent thereunder roll for more than one month in advancethe Property delivered to Purchaser, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided information contained in the immediately preceding sentence shall be in lieu of and in substitution most recent accounts receivable aging report for the Property delivered to Purchaser. In determining whether the foregoing requirement has been satisfied, Purchaser agrees not to object to (i) any non-material qualifications or modifications which a tenant may make to the form of Tenant Estoppel Certificate with respect and (ii) any modification to a Tenant Estoppel Certificate necessary to conform it to the Lease in question and shall count against requirements of such tenant’s lease, including the minimum seventy percent (70%) requirement estoppel requirements to the extent specific estoppel requirements are set forth in a lease. Sellers agree to deliver copies of Tenant Estoppel Certificates to Purchaser within a reasonable time after receipt from tenants and will deliver originals thereof to Purchaser at the conditions set forth aboveClosing. If Sellers do not obtain a Tenant Estoppel Certificate from a sufficient number of tenants to meet the Tenant Estoppel Percentage, but only Seller may, at its sole option, elect to adjourn the Closing for a period not to exceed seven (7) days to continue its efforts to obtain Tenant Estoppel Certificates. Notwithstanding the foregoing provisions hereof, promptly after the Effective Date Sellers shall prepare the Tenant Estoppel Certificates for Purchaser’s review and approval. Purchaser shall approve or disapprove the Tenant Estoppel Certificates within two (2) business days following Sellers delivery thereof to Purchaser. Failure to notify Seller within such two (2) business day period of any objections to the extent forms of Tenant Estoppel Certificates shall be deemed Purchaser’s approval thereof. Following such ten percent (10%) approval or less shortfall and no Seller's deemed approval, Sellers agree to request a Tenant Estoppel Certificate may from each of the tenants under the Leases. Sellers’ failure to satisfy the Tenant Estoppel Percentage after using commercially reasonable efforts to do so shall not constitute a default by Sellers hereunder. As used herein, Sellers shall be delivered by Seller in substitution for or count against the requirement deemed to have satisfied their obligation to use commercially reasonable efforts to obtain any Tenant Estoppel Certificates so long as Sellers or Sellers’ property manager shall have requested a Tenant Estoppel Certificate from each of the Required Estoppelstenants under the Leases and made one or more phone calls following up on the status of the same. In the event that an of Sellers’ failure to satisfy the Tenant Estoppel Certificate is received from Percentage, Purchaser’s sole remedy shall be to either (x) waive the estoppel requirement and proceed to Closing without any abatement in the Purchase Price or (y) terminate this Agreement with notice to Sellers and the Escrow Agent and receive a Tenant either before or within thirty (30) days after Closing which confirms the accuracy prompt return of the certification Deposit, and neither party shall have any further liability or obligation hereunder (except for the obligations of the parties set forth in this Agreement which expressly survive the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions termination of this Section shall survive the Closing and delivery of the DeedAgreement).

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate At least four (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x4) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Closing Date Close of Escrow (unless the Closing Date is automatically extended pursuant “Estoppel Delivery Date”) and as a condition to Section 7.4 hereofBuyer’s obligation to proceed to the Close of Escrow, Sellers shall deliver to Buyer an executed Estoppel Certificate (individually, an “Estoppel” or collectively, the “Estoppels”) from lessees at the Properties as more particularly described in which case such thirty Exhibit F (30) day period shall be extended on the “Lessees” or individually, a day for day basis by the period “Lessee”), being each of the automatic extensiontenants under those leases at the Properties as more particularly described on the rent rolls in Exhibit “F” attached hereto and made a part hereof (all such documents being referred to herein as the “Leases” or individually as a “Lease”), executed by Tenants occupying representing at least seventy percent (70%) of the net rentable area square footage at each of the ImprovementsProperties and representing Harbor Freight Tools, Minka Lighting, M. Block & Sons, IDQ Holdings, Xxxxxxx Foods and Toyota Tsusho America (collectively, the “Major Tenants”). The foregoing shall constitute the “Required Estoppels”. The Estoppels, as executed by each of the Lessees and delivered to Sellers (for ultimate delivery to Buyer), shall be dated no earlier than forty five (45) days prior to the date of the original scheduled Closing Date set forth herein (so long as the delay to the original Closing Date is due to no default of Seller) (and no earlier than thirty (30) days prior to the date of the original scheduled Closing Date set forth herein (so long as the delay to the original Closing Date is due to no default of Seller) in the aggregate, event of the Major Tenants) and from all Tenants set forth shall be in Schedule 7.3 substantially the forms attached hereto and made a part hereof (as Exhibits “G-1” through “G-15” without material modification or disclosure of any adverse facts or matters; it being agreed that Buyer shall have the "Required Estoppels"), and (y) right to modify the form of Estoppels by delivering written notice of the required changes to the Estoppels to Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent date that is twenty (60%20) but less than seventy percent (70%) days following the mutual execution of this Agreement. Thereafter, the parties shall negotiate in good faith to create mutually acceptable Estoppels for each of the net rentable area Lessees prior to the expiration of the ImprovementsContingency Period. If Buyer and Seller have not agreed to the form of Estoppels prior to the expiration of the Contingency Period, thenthen Buyer may either terminate this Agreement as provided herein (and receive a refund of the Deposit, at Closing, Seller at its option may (without any obligation to do sotogether with all interest accrued thereon) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, or accept Sellers’ last proposal with respect to the Lease Estoppel(s). Notwithstanding anything to the contrary set forth above, the execution of the Estoppels that have been mutually approved prior to the expiration of the Contingency Period (without material modification or disclosure of any adverse facts or matters) shall be the condition to the Close of Escrow for Buyer’s benefit. Prior to the expiration of the Contingency Period, Buyer may request that Sellers obtain additional estoppel certificates from such other third parties, as applicable, as Buyer may reasonably require (such as owners’ associations); provided, however, obtaining such additional estoppel certificates shall not be a condition to Buyer’s obligation to proceed to the Close of Escrow, nor shall any failure by Sellers to so obtain any or all of the Estoppels nor any additional estoppel certificates (as contemplated above) constitute a breach by Sellers under the terms of this Agreement. Notwithstanding the foregoing, if Sellers have not delivered to Buyer the Required Estoppels by the Estoppel Delivery Date, in question order for which a Tenant did not Sellers to obtain and deliver an to Buyer any missing executed Estoppels prior to the Close of Escrow, Buyer and Sellers shall each have the one-time right, by delivering written notice to the other party prior to 5:00 p.m. Chicago time, on the Estoppel CertificateDelivery Date, to extend the Estoppel Delivery Date until the earlier of (i) the copy of such Lease (and all amendments and modifications thereto) previously provided date by Seller which Sellers delivers to Purchaser is trueBuyer any missing executed Required Estoppels, correct and complete, or (ii) Seller has not received any rent thereunder for more fifteen (15) days after the Estoppel Delivery Date. If as a result of such extension, the Estoppel Delivery Date would be a date later than one month the Closing Date, the Closing Date shall also be extended to be the date which is two (2) business days following the extended Estoppel Delivery Date; provided that in advanceno event shall the Closing Date be extended beyond the Outside Date. If Sellers are unable to provide the Required Estoppels by the Estoppel Delivery Date (as such date may be extended as provided above), and (iii) Seller has neither received nor given any then Buyer upon written notice of default under such Lease to Seller may either: (or1) waive the condition, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence which event said missing Required Estoppels shall be in lieu of and in substitution for the Estoppel Certificate deemed approved; or (2) terminate this Agreement with respect to the Lease Property upon which there is a missing Required Estoppel, in question which event this Agreement shall continue in full force and effect for the balance of the Properties (and the Purchase Price shall count against be reduced due to the minimum seventy percent elimination of a Property and the Deposit shall be applied to the other Properties for which this Agreement has not been terminated) (70%) requirement set forth provided that if such termination would not result in the conditions set forth transfer of the Remaining Properties, Seller shall have the right to deliver written notice to Buyer within three (3) days after receiving Buyer’s partial termination notice stating that Buyer must either proceed with the acquisition of the Properties, including the Remaining Properties, or terminate the Agreement in its entirety, in which event the Deposit shall be refunded to Buyer (it being agreed that such election must be made by Buyer within three (3) business days of receiving Seller’s written notice provided above, but only and if Buyer fails to make the extent of such ten percent election by delivering written notice to Sellers within the three (10%3) or less shortfall and no Seller's Certificate may business day period described above, Buyer shall be delivered by Seller in substitution for or count against deemed to have made the requirement election to obtain any proceed with the acquisition of the Required EstoppelsProperties, including the Remaining Properties)); or (3) terminate the Agreement in its entirety and the Escrow created pursuant hereto, in which event the Deposit shall be refunded to Buyer. In the event that an the Estoppels for a particular Property are not obtained by the Estoppel Certificate is received from Delivery Date (as such date may be extended as provided above), then Sellers shall not be in default, but a Tenant either before or within thirty (30) days after Closing which confirms condition to the accuracy Close of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing Escrow for Buyer’s benefit shall fail with respect to the corresponding Lease, the certified particular Property and updated rent roll Buyer shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect entitled to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedrights set forth above.

Estoppel Certificates. Prior On or before the expiration of the Review --------------------- Period, Purchaser shall have received estoppel certificates ("Estoppel Certificates"), dated no more than fifty-five (55) business days prior to Closing, from (a) all tenants of the Property (and specifically excluding any party owning or occupying the Vons parcel) occupying at least 9,000 square feet of space leased, and (b) from other tenants occupying the remaining space leased as of the date of this Agreement pursuant to valid and existing Leases. For any tenant occupying at least 9,000 square feet of space leased that has not returned an Estoppel Certificate, Seller shall have the right (but not the obligation) to deliver to each Tenant an Purchaser a "Landlord Certificate" in satisfaction of the Estoppel Certificate (herein so called)condition for such tenant; and for any other tenant that has not returned an estoppel certificate, in Seller agrees to provide such a "Landlord Certificate". If the form attached hereto foregoing condition has not been satisfied as Exhibit Fof the last day of the Review Period, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate may unilaterally extend the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than Review Period for a period of thirty (30) days prior to solely for purposes of satisfying the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a condition. Seller's liability under any Landlord Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before terminate upon the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, sooner of: (i) the copy termination or amendment of such the applicable Lease (and all amendments and modifications thereto) previously provided by Seller such termination is not the direct result of a default or alleged default of the Lease pursuant to Purchaser is true, correct and completea landlord-tenant controversy), (ii) Seller has not received any rent thereunder when Purchaser subsequently obtains an Estoppel Certificate for more than one month in advancethe applicable tenant, and or (iii) Seller has neither received nor given any written notice the first (1st) anniversary of default under such Lease (or, if so, describing the nature thereof)Closing. Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence The Estoppel Certificates shall be in lieu the form of EXHIBIT C attached hereto, and otherwise satisfactory to Purchaser in substitution for Purchaser's sole discretion. However, the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement condition set forth in the conditions set forth above, but only to the extent of such ten percent (10%this Section 8(B) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed satisfied if Purchaser ------------ fails to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect terminate this Agreement pursuant to that portion of the certification supersededSection 8(A) above. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.------------

Estoppel Certificates. Prior (i) It shall be a condition precedent to Purchaser's obligation to close the purchase and sale transaction contemplated in this Agreement that Purchaser shall have received at Closing estoppel certificates (individually, an "Estoppel Certificate" and collectively, the "Estoppel Certificates") dated as of a date no more than forty-five (45) days prior to Closing, from tenants occupying not less than eighty percent (80%) of the net rentable square footage of space at the Property actually leased as of the end of the Inspection Period pursuant to valid and existing Leases (but which shall include in any event Federal Express, Antec Corporation and Showtime Networks) and in form and content as set forth herein (collectively, the "Required Tenants"); provided, however, that in the event that Seller has not received the Estoppel Certificates from the Required Tenants at least three (3) business days before the scheduled date for Closing, Seller or Purchaser may extend the scheduled date for Closing up to three (3) business days by written notice to the other party. The Estoppel Certificates executed by tenants shall deliver to each be substantially in the form of EXHIBIT G attached hereto (the "Form Tenant Estoppel Certificate"), except that an Estoppel Certificate shall be deemed an acceptable Estoppel Certificate for purposes of this Section 8(B)(i) if it is in a form required by the applicable Tenant's Lease (herein so calledthe aforesaid acceptable Estoppel Certificates to be delivered are collectively referred to as the "Required Estoppel Certificates"). The fact that an Estoppel Certificate contains either (1) the qualification by the tenant that (a) the second sentence of item 3 of the Estoppel Certificate, in (b) the form attached hereto second sentence of item 4 of the Estoppel Certificate, or (c) the square footage of the leased premises, is to the best of its knowledge or as Exhibit Fbeing subject to any similar qualification, and request that each Tenant complete, sign and deliver such or (2) any tenant objection to addressing or certifying the Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations mortgage lender, if any, shall not render the Estoppel Certificate unacceptable. Seller shall use reasonable efforts, but shall not be required to consummate the transaction contemplated by this Contract are expressly subject expend any sums, to and conditioned upon obtain an Estoppel Certificate dated as of a date no more than forty-five (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (3045) days prior to the Closing Date (unless for all tenants under the Closing Date is automatically extended pursuant to Section 7.4 hereofLeases; provided, in which case such thirty (30) day period however, that the foregoing limitation on the expenditure of funds by Seller shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) not limit Seller's other obligations under this Agreement. Seller delivering shall send Estoppel Certificates to Purchaser at Closing a Seller's Certificate for each Tenant that has as they are received. If Seller does not delivered provide Purchaser with an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing from a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) tenant of the net rentable area of the Improvements, thenProperty, at Closing, Seller at its option may (without any obligation to do so) shall provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such tenant's Lease (and all material amendments and modifications thereto) previously provided , but not including any correspondence other than work letters which are attached as exhibits to the Lease, certified by Seller to Purchaser is true, correct and be complete, (ii) Seller has not received any rent thereunder for more than one month in advance, true and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof)correct. Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Such certification shall be in lieu of and in substitution for the Estoppel Certificate with respect subject to the Lease in question same limitations on liability and shall count against the minimum seventy percent (70%) requirement survival set forth in the conditions set forth above, but only to the extent of such ten percent (10%Sections 9(C) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed9(E).

Estoppel Certificates. Prior As a condition to ClosingPurchaser’s obligation to close hereunder, Seller Purchaser shall deliver to each Tenant an Estoppel Certificate (herein so called)have received no later than January 12, in the form attached hereto as Exhibit F2018, and request that each Tenant completeestoppel certificates, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty November 27, 2017, in accordance with Sections 8.2, 8.2.1, 8.2.2, 8.2.3 and 8.2.4 (30) days prior “Tenant Estoppel Certificates”). The Tenant Estoppel Certificates delivered to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day tenants for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence execution shall be in lieu the form of and in substitution for Exhibit L attached hereto (the “Form Tenant Estoppel Certificate with respect Certificate”), without modifications by the tenants materially contrary to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any terms of the Required Estoppelsleases to which they pertain. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller does not provide to Purchaser the required Tenant Estoppel Certificates when due, Seller shall not be in default hereunder but Purchaser may, by written notice to Seller given no later than two (2) business days before the Closing Date, either (A) elect not to purchase the Property, in which event the Xxxxxxx Money shall be returned to Purchaser, at Closing with respect which time this Agreement shall ImanageDB:4161238.11 terminate and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the corresponding LeaseProperty notwithstanding Seller’s inability to provide Tenant Estoppel Certificates, the certified and updated rent roll in which event Purchaser shall be deemed to be superseded by have waived the condition contained in this Section 8.2. If Purchaser fails to deliver such Estoppel Certificate andwritten notice as described above, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such have elected item (B) above. If any Tenant Estoppel Certificate andcontains statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contains information inconsistent with any representations or warranties of Seller contained in this Agreement and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, in allegations or information, then such eventTenant Estoppel Certificates shall be deemed acceptable for purposes of this Section, notwithstanding the existence of such allegations, statements or information, and Seller shall have no longer have any liability to Purchaser hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions existence of this Section shall survive the Closing and delivery such allegations, statements or information (including without limitation any claim for breach of the Deeda representation or warranty).

Estoppel Certificates. Prior to Closing, (a) Seller shall in good faith use its commercially reasonable efforts (without incurring any additional expense) to obtain and deliver to Purchaser prior to the Closing Date tenant estoppel certificates from each Tenant an Estoppel Certificate (herein so called)tenant under a Lease, substantially in the form attached hereto as Exhibit FE, provided, however, that if a form of estoppel certificate is attached to or otherwise prescribed in a particular lease document or if it is the policy of any national or chain tenant that a particular form of estoppel certificate be used, that form shall be deemed an acceptable form of tenant estoppel certificate (any such estoppel certificate in the form permitted pursuant to this sentence, an “Estoppel Certificate”). The inability of Seller to deliver the Estoppel Certificates to Purchaser pursuant to this Section 12 shall not constitute a breach or default by Seller of its obligations under this Agreement. It is a condition precedent to Purchaser’s obligation to close the transactions contemplated under this Agreement that Seller shall have delivered to Purchaser, no later than five (5) Business Days prior to Closing, Estoppel Certificates executed by (a) BI-LO, Cato and Dollar Tree, and request that each Tenant complete, sign and deliver (b) such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in number of additional tenants which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying collectively lease at least seventy percent (70%) of the net rentable area of remaining leased square footage at the ImprovementsProperty, in after deducting the aggregatesquare footage leased by BI-LO, Cato and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof Dollar Tree (the "Required Estoppels")BI-LO, Cato and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Dollar Tree Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Certificates and Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than other tenants under the Leases representing seventy percent (70%) of the net rentable area of remaining leased square footage at the ImprovementsProperty, thenafter deducting the square footage leased by BI-LO, at ClosingCato and Dollar Tree, Seller at its option may (without any obligation collectively referred to do so) provide Purchaser with a certificate (herein called as the "Seller's Certificate"“Estoppel Threshold”), setting which Estoppel Certificates shall not set forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided any alleged default by Seller to Purchaser is true, correct and complete, (ii) Seller has not received or any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing information materially at variance with the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement information set forth in the conditions set forth above, but only to the extent Lease referenced therein. Upon receipt of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such eventCertificate, Seller shall no longer have any liability hereunder with respect to that portion deliver a photocopy of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller same to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedfor Purchaser’s review.

Estoppel Certificates. Prior to Closing, Seller shall use commercially reasonable efforts to obtain and deliver to each Tenant an Buyer no later than five (5) Business Days prior to Closing (the “Estoppel Certificate Deadline”) executed estoppel certificates from Tenants representing no less than seventy percent (herein so called70%) of the total square footage of the building located on the Property then-rented to tenants (the “Required Estoppels”), which Required Estoppels must include the Tenant ATX and the Tenant Hot Schedules (the “Major Tenants”). The estoppel certificates shall be in the form attached hereto as Exhibit FG or, to the extent a form is prescribed in a Lease, in the form prescribed by the applicable Leases, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the initial Closing Date (unless i.e., the Closing Date prior to extension under Section 10 hereof). Prior to delivery of the form of the estoppels to the Tenants, Seller shall submit a draft to Buyer and permit Buyer three (3) business days to review same and suggest changes, including changes as may be required by Buyer’s lender. At Seller’s election, if Seller is automatically extended pursuant unable through its commercially reasonable efforts to Section 7.4 hereofobtain estoppel certificates from enough Tenants to meet the requirements set forth above, Seller may, in lieu of delivering estoppel certificates from Tenants as prescribed above, deliver an estoppel certificate(s) with respect to the Leases, signed by Seller; provided, however, Seller may not deliver such Seller estoppel in lieu of Major Tenants. If Seller subsequently delivers to Buyer an estoppel certificate from a Tenant as to which case Seller has delivered its own estoppel certificate, Seller’s estoppel certificate as to that Tenant shall be deemed to be withdrawn and null and void upon such delivery. If Buyer has not received the Required Estoppels (taking into account any Seller estoppel certificates as permitted hereunder) by the Estoppel Deadline, then Buyer may, upon written notice to Seller, elect to extend the Estoppel Deadline and the Closing Date for up to an additional thirty (30) days, and Seller shall use commercially reasonable efforts to obtain the Required Estoppels (taking into account any Seller estoppel certificates as permitted hereunder), and Closing shall occur on the earlier of the date that is five (5) business days after the delivery of the Required Estoppels (taking into account any Seller estoppel certificates as permitted hereunder) and the expiration of the thirty (30) day period shall be extended on a day for day basis by Estoppel Deadline extension. If Seller is unable, after utilizing commercially reasonable efforts, to obtain the period of the automatic extensionRequired Estoppels (taking into account any Seller estoppel certificates as permitted hereunder), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvementsthen Buyer, in the aggregateas its sole and exclusive remedy, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, either: (i) terminate this Agreement by written notice to Seller whereupon the copy of such Lease (Xxxxxxx Money shall be returned to Buyer, and all amendments and modifications thereto) previously provided by Seller to Purchaser is truethe parties will have no further rights or obligations under this Agreement, correct and complete, except for those rights or obligations that expressly survive termination; or (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against waive the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before Estoppels and proceed to Closing without receiving any credit against or within thirty (30) days after Closing which confirms the accuracy reduction of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedPurchase Price.

Estoppel Certificates. Prior As a condition precedent to ClosingBuyer's obligation to acquire the Property, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereofBuyer estoppel certificates, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension)accordance with their respective Leases, executed by Tenants occupying at least from tenants representing seventy percent (70%) of the net rentable area square feet which are leased and occupied by tenants as of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof date this Agreement is fully executed (the "Required EstoppelsEstoppel Threshold"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an . Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If (i) Seller is unable by the Closing Date to obtain enough estoppel certificates to satisfy the Estoppel Threshold or (ii) Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Close of Escrow, then Buyer may elect either (a) to terminate this Agreement, whereupon Buyer shall return all Due Diligence Items to Seller, the Refundable Deposit shall be superseded paid to Buyer, the Nonrefundable Deposit shall be retained by such Estoppel Certificate Seller and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as otherwise expressly provided herein or (b) to proceed with Close of Escrow, in such event, which event Seller shall no longer have provide to Buyer at Close of Escrow a Seller's estoppel certificate with respect to, as applicable, sufficient leases at the Property to satisfy the Estoppel Threshold or the particular lease for which Buyer disapproved of the estoppel certificate submitted by the tenant thereunder because of a material, adverse matter disclosed therein. Notwithstanding anything contained in this Agreement to the contrary, the period of survival of Seller's liability under any liability hereunder such Seller's estoppel certificate shall be six (6) months from the Closing Date. Furthermore, if Seller shall provide a Seller's estoppel certificate with respect to any lease and subsequently delivers to Buyer an estoppel from the tenant thereunder that portion of does not disclose any material adverse matters, then the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder estoppel certificate with respect to the Seller's Certificate relating said lease shall automatically become null and void ab initio, and Seller shall have no further liability whatsoever to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedBuyer with respect thereto.

Estoppel Certificates. Prior to ClosingBuyer shall have received, Seller shall deliver to each Tenant an Estoppel Certificate no less than three (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x3) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days Business Days prior to the Closing Date (unless Date, executed estoppel certificates from the Closing Date is automatically extended pursuant to Section 7.4 hereofRequired Tenants, in each of which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 form of Exhibit S attached hereto and made a part hereof (the "Required Estoppels")incorporated herein by this reference, and which tenant estoppel certificates (yA) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has shall not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before disclose the Closing Date Seller has received Estoppel Certificates from Tenants occupying more existence of any defaults under the Leases referenced therein (other than sixty percent (60%w) but less than seventy percent (70%) the payment of the net rentable area of current month’s rental payment, (x) immaterial monetary defaults by Seller under the ImprovementsLeases, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, defined as defaults (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller that do not entitle any tenant to Purchaser is true, correct and completeterminate its lease, (ii) that can be cured by the payment of monetary sums and that, in the aggregate for all Leases, do not exceed $25,000 or, and provided that Seller confirms to Buyer in writing on or before two (2) Business Days prior to the Closing Deadline that Seller shall issue such credit at Closing, as to which Buyer receives a credit as of Closing as set forth in clause (iii) below, unless and to the extent such default is cured by Closing (as demonstrated to Buyer’s satisfaction through the delivery of an updated estoppel certificate complying with the provisions of this Subsection 8.2(c) that does not disclose such monetary default and expressly provides that such monetary default no longer exists or such other evidence that demonstrates to Buyer’s satisfaction in Buyer’s sole and absolute discretion that such default has been cured by Closing, Seller acknowledging that Buyer may not received accept any rent thereunder for more other evidence than one month in advancethe updated estoppel certificate as set forth above), and (iii) Seller has neither received nor given for which Buyer shall receive a credit towards the Purchase Price at Closing equal to the amount of such monetary default if such amount is not an amount to be paid by Buyer under Section 6.2 or Article 14 (namely, a lease expense allocated to Buyer); (y) immaterial monetary defaults by tenants, defined as defaults under the Leases that can be cured by the payment of monetary sums and that, in the aggregate for all Leases, do not exceed $25,000; and (z) defaults that were previously disclosed in writing to Buyer prior to the expiration of the Due Diligence Period), and (B) shall not disclose any written notice information inconsistent with the information contained in the Leases referenced therein, the rent rolls delivered to Buyer prior to the expiration of default the Due Diligence Period or the operating statements and/or aging receivables reports delivered to Buyer prior to the expiration of the Due Diligence Period; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such Lease nature than are set forth on Exhibit S attached hereto (including GSA), then Buyer shall accept any modifications made to such estoppel certificate (or, as to GSA, such alternate statement, if soany, describing as GSA may then be authorized to make) to the nature thereof)extent that such changes are consistent with the minimum requirements set forth in such tenant’s Lease. Each Seller's Certificate provided Notwithstanding any provisions in this Agreement to Purchaser the contrary, if Buyer fails to object in writing to an estoppel certificate executed by any tenant within five (5) Business Days after the date the same has been delivered to any Buyer’s Representative, Buyer shall be deemed to have approved the same. If Seller fails to satisfy the estoppel conditions set forth above in this Section 8.2(c) on or before three (3) Business Days prior to the Closing Deadline, Buyer may issue written notice to Seller of such failure and, then, unless Seller elects the one time right to extend the Closing Deadline as provided set forth below, this Agreement shall thereupon be terminated as of the Closing Deadline and in the immediately preceding sentence event of such termination, neither Seller nor Buyer shall have any liability under this Agreement except for those obligations that expressly survive the termination of this Agreement and Buyer shall be in lieu entitled to the return of and in substitution for the Estoppel Certificate Deposit. Notwithstanding the foregoing, however, Seller may, at Seller’s option, one time only (with respect to the Lease in question and shall count against original Closing Deadline only), on or before two (2) Business Days prior to such original Closing Deadline, issue written notice to Buyer that Seller elects to extend the minimum seventy percent Closing Deadline by ten (70%10) requirement set forth in business days to attempt to satisfy the estoppel conditions set forth above, but only above in this Section 3(d) on or before three (3) Business Days prior to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding LeaseDeadline as so extended, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, if Seller then fails to satisfy the estoppel conditions set forth above in this Section 3(d) on or before three (3) Business Days prior to the Closing Deadline as so extended, Buyer may issue written notice to Seller of such failure and this Agreement shall no longer thereupon be terminated, and in the event of such termination, neither Seller nor Buyer shall have any liability hereunder with respect under this Agreement except for those obligations that expressly survive the termination of this Agreement and Buyer shall be entitled to that portion the return of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedDeposit.

Estoppel Certificates. Prior As a condition to ClosingPurchaser's obligation to close hereunder, Seller Purchaser shall deliver to each Tenant an have received estoppel certificates ("Estoppel Certificate (herein so calledCertificates"), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier more than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extensionat Purchaser's request), executed by Tenants from tenants occupying at least seventy not less than seventy-five percent (7075%) of the net rentable area space leased as of the Improvementsdate of Closing pursuant to valid and existing Leases, and specifically including with such percentage the following tenants: (i) Xxxxxxx and White; (ii) Xxxxx X. Xxxx, M.D., P.C.; (iii) Spinal Rehab; (iv) Xxxxxxx X. Xxxxxxxx, M.D., P.C.; (v) Corneal Consultants; and (vi) The Otolaryngology Group; and in the aggregate, form and from all Tenants content as set forth herein (the aforesaid acceptable Estoppel Certificates to be delivered are collectively referred to as the "Required Estoppel Certificates"). The Estoppel Certificates shall be in Schedule 7.3 the form of Exhibit H attached hereto and made a part hereof (the "Required EstoppelsForm Tenant Estoppel Certificate"). The Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate, and except that: (yi) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on executed by a tenant shall be deemed an acceptable Estoppel Certificate for purposes of this Section 8(B) even if the tenant refuses to certify said estoppel to Purchaser's lender; and (ii) an Estoppel Certificate shall be deemed an acceptable Estoppel Certificate for purposes of this Section 8(B) if it contains the qualification by the tenant of any statement as being to the best of its knowledge or before Closingas being subject to any similar qualification. Seller shall be obligated to deliver to Purchaser at Closing make a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement good faith effort to obtain any of the Required EstoppelsEstoppel Certificates, including follow-up visits. In the event that an Seller is unable to provide to Purchaser the Required Estoppel Certificate is received from a Tenant either Certificates on or before Closing, Purchaser may either: (i) elect not to purchase the Property, in which event the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall be null and void and neither party shall have any further rights or within thirty (30) days after Closing which confirms obligations under this Agreement, except for the accuracy of the certification indemnity obligations set forth in Sections 6 and 10(G) hereof which shall survive termination; or (ii) elect to purchase the updated and certified rent roll delivered by Seller Property notwithstanding Seller's inability to provide the Required Estoppel Certificates, in which event Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such have waived the condition contained in this Section 8(B). Seller agrees to deliver the Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder Certificates to tenants with respect to that portion three (3) business days after Seller's receipt of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedAdditional Xxxxxxx Money.

Estoppel Certificates. Prior Buyer shall have received and approved (Buyer’s approval being deemed given unless an estoppel certificate discloses any material exception or qualification to Closingthe statements made therein as compared to the terms of the Lease or any ongoing default by landlord or tenant under the applicable Lease) estoppel certificates (individually, Seller an "Estoppel Certificate" and collectively, the "Estoppel Certificates") duly executed by Chevron, Bank of America, Chick-Fil-A and the current tenant under the lease for the premises in which Henry’s Marketplace currently operates (the “Required Estoppel Parties”), plus tenants (individually, a "Tenant" and collectively, the "Tenants") under existing leases executed for portions of the Project (each a “Lease”) representing at least ninety percent (90%) of the remaining net rentable square footage of the Project (collectively, the "Estoppel Condition"). The Estoppel Certificates shall deliver be in the form of, and upon the terms contained in, (x) the form estoppel certificate attached to each a given Lease, as to an estoppel certificate executed by the Tenant an Estoppel Certificate under such Lease, (herein so called)y) a letter affirming the absence of default by the landlord, in the form case of a Tenant which is a governmental agency or instrumentality, or (z) Exhibit "C" attached hereto hereto, as Exhibit Fto all other Tenants, and request that shall in each Tenant completecase not be dated not earlier than September 30, sign and 2010. Seller shall promptly deliver to Buyer any executed Estoppel Certificates. Buyer shall have three (3) business days after receipt of each such Estoppel Certificate to Seller. Seller's only obligation with respect to disapprove any such Estoppel Certificates Certificate which discloses any material exception or qualification to the statements made therein as compared to the terms of the Lease or any ongoing default by landlord or tenant under the applicable Lease. Buyer's failure to disapprove any such Estoppel Certificate by the expiration of such three (3) business day period shall be deemed to request that each Tenant complete and deliver to Seller constitute Buyer's approval thereof. Any such Estoppel CertificatesCertificate which has been timely disapproved by Buyer shall be referred to herein as a "Disapproved Estoppel" and shall not be deemed an Estoppel Certificate for purposes of satisfying the Estoppel Condition. Purchaser's obligations Each Seller Party shall use its commercially reasonable efforts to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date obtain Estoppel Certificates dated no earlier from one hundred percent (100%) of the Tenants of the Project, but the Estoppel Condition shall only be satisfied upon receipt by Buyer of the requisite number of estoppels described above, and Estoppel Certificates from each of the Required Estoppel Parties not later than thirty five (305) days prior to the Closing Date Close of Escrow (unless “Estoppel Delivery Deadline”). Seller shall provide to Buyer on or before the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on Estoppel Delivery Deadline a day for day basis separate certificate executed by the period applicable Seller Party in the form of Exhibit D attached hereto (individually, a "Seller's Certificate" and collectively, the "Seller's Certificates") with respect to any remaining Tenants (except for any Required Estoppel Parties) which have not furnished signed Estoppel Certificates as of the automatic extension)Estoppel Delivery Deadline, executed by Tenants occupying at least seventy but in no event can Seller provide Seller’s Certificates for more than fifty percent (7050%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "non-Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Estoppel Parties/Tenants. The Seller's Certificate Certificate(s) shall survive the Close of Escrow for each Tenant that has a period of six (6) months and any claim not delivered made by Buyer by the expiration of such six (6) month period shall be deemed waived. If an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate (except for each Tenant that has not delivered an any Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates required from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required EstoppelsEstoppel Parties) is obtained after the Close of Escrow, the Estoppel Certificate shall replace the Seller's Certificate to the extent they are not inconsistent, and the Seller Party executing such Seller’s Certificate shall not have obligations or liabilities under such Seller's Certificate to the extent that it is so replaced. In the event that Under no circumstances shall a Seller Party be obligated to (i) cure any landlord default under a Lease alleged in an Estoppel Certificate is received from or (ii) deliver a Tenant either before or within thirty (30) days after Closing Seller’s Certificate as to any premises for which confirms the accuracy a Disapproved Estoppel has been executed. Any failure of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing this condition with respect to providing the corresponding Lease, the certified and updated rent roll required Estoppel Certificates to Buyer shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty entitle Buyer to: (30i) terminate this Agreement within three (3) days after the Closing Estoppel Delivery Deadline, and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy (ii) a refund of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing Deposit (less escrow and delivery of the Deedtitle cancellation fees and charges).

Estoppel Certificates. Prior to ClosingExcept as provided below in this SECTION 8.2, Seller shall use commercially reasonable efforts to deliver to each Tenant an Estoppel Certificate Buyer, at least three (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x3) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Scheduled Closing Date (unless Date, Tenant Estoppel Certificates for all Tenants in the Closing Date is automatically extended pursuant to Section 7.4 hereofBuilding. Any material modification of a Tenant Estoppel Certificate and any material discrepancy in the information contained in any Tenant Estoppel Certificate from the information contained in the Schedule of Tenant Leases, in which case such thirty (30) day period Space Agreements and Rent Roll or the terms of the applicable Tenant Lease shall be extended on a day for day basis by the period subject to Buyer's reasonable approval. If after use of the automatic extension)due diligence, executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, Seller is unable to obtain from any Tenant in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Building an executed Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) then the copy provisions of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll this SECTION 8.2 shall be deemed to be superseded by such Estoppel Certificate and, in such event, satisfied if Seller shall no longer have any liability hereunder at its sole option furnishes Buyer with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate Estoppel, as to the applicable Tenant; provided, however, that Tenant Estoppel Certificates executed by Tenants in satisfactory form and content for all Major Tenants and for Tenants (including the Major Tenants) leasing at least eighty percent (80%) of the total leased rentable square footage of office space in the Building (exclusive of month-to-month tenancies and any GSA lease) must be delivered by Seller at Closing, then to satisfy the requirements of this SECTION 8.2 (and such Seller's Certificate estoppel certificates shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have satisfactory form unless they contain any liability hereunder with respect to of the Seller's Certificate relating to material modifications or material discrepancies described in the Tenant Lease in questionsecond sentence of this Section 8.2). The foregoing provisions of this Section SECTION 8.2 are referred to collectively as the "MINIMUM ESTOPPEL REQUIREMENTS". Seller shall survive not have any obligation whatsoever to deliver a Seller's Estoppel. If Buyer does not approve any material modification or discrepancy in a Tenant Estoppel Certificate, then such disapproved Tenant Estoppel Certificate shall not be included for purposes of determining whether the Minimum Estoppel Requirements are satisfied. If the Minimum Estoppel Requirements are not satisfied, then Buyer may terminate this Agreement by delivering written notice thereof to Seller and Escrow Holder on or before the Scheduled Closing Date, in which case the Deposit shall be returned to Buyer, upon Buyer's execution of escrow cancellation instructions, and delivery the provisions of SECTION 9.3 shall be applicable. Seller further agrees, at no cost or expense to Seller, to assist Buyer in delivering Subordination, Non-Disturbance and Attornment Agreements (each, an "SNDA") (in a form substantially similar to that attached hereto as EXHIBIT O) to all Tenants in the DeedBuilding, provided that obtaining said SNDA's shall not be a condition to Buyer's obligations under this Agreement.

Estoppel Certificates. Prior As a condition precedent to ClosingPurchaser’s obligation to close hereunder, Seller Purchaser shall deliver to each Tenant an Estoppel Certificate have received no later than three (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x3) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Closing Date (unless the “Estoppel Return Date”) estoppel certificates dated no more than forty-five (45) days prior to the originally scheduled Closing Date is automatically extended pursuant to Section 7.4 hereof(the “Estoppel Certificates”) from (i) each of Docucorp, in which case such thirty Piedmont Healthcare, BT Americas, Xxxx Xxxxxxx and Project Time & Cost (30the “Major Tenants”) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants and (ii) tenants occupying at least seventy not less than seventy-five percent (7075%) of the net rentable area space actually leased as of the ImprovementsEffective Date pursuant to valid and existing Leases (inclusive of the Major Tenants and excluding license agreements) (collectively, the “Required Tenants”) (the Estoppel Certificates to be delivered are collectively referred to as the “Required Estoppel Certificates”). Prior to distributing the estoppel certificates to the tenants, Seller shall submit such estoppel certificates to Purchaser solely for Purchaser’s review of the accuracy of the information inserted by Seller into such estoppel certificates. If Purchaser fails to comment on any of the information inserted into the estoppels certificates prior to the date that is three (3) business days after receipt by Purchaser of such estoppel certificates, then Purchaser shall be deemed to have no comments to such estoppel certificates and Seller shall distribute such estoppel certificates to the tenants for execution. The Estoppel Certificates delivered to the tenants for execution shall be in the aggregate, and from all Tenants set forth in Schedule 7.3 form of Exhibit L attached hereto and made a part hereof (the "Required Estoppels"“Form Tenant Estoppel Certificate”). The Estoppel Certificates executed by tenants shall be in substantially the form of the Form Tenant Estoppel Certificate or such other form as is reasonably approved by Purchaser; provided, and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant however, that has not delivered an Estoppel Certificate on executed by a tenant shall not be deemed an unacceptable Estoppel Certificate for purposes of this Section 8.2 if it (a) contains the qualification by the tenant of any statement as being to its knowledge or before Closingas being subject to any similar qualification, or (b) does not contain any more information than that which the tenant is required to give in any such certificate pursuant to its Lease or is not certified to any parties to whom such certificate is not required to be certified pursuant to its Lease or is in the form required by such tenant’s Lease. In the event Seller shall be obligated is unable to deliver provide to Purchaser at Closing a Seller's Certificate the Estoppel Certificates for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If the Required Tenants on or before the Closing Date Estoppel Return Date, Seller has received may, at its option, elect to execute and deliver to Purchaser certificates (individually, a “Seller Estoppel Certificate,” and, collectively, the “Seller Estoppel Certificates”), substantially in the same form as the certificate attached hereto as Exhibit M (the “Form Seller Estoppel Certificate”), covering the particular tenants necessary so that Purchaser shall be deemed to have received, on the Estoppel Return Date, Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, and Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, Estoppel Certificates with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required EstoppelsTenants. In the event that Seller elects to deliver such Seller Estoppel Certificates, each statement therein shall survive for a period terminating on the earlier to occur of (i) the date on which Purchaser has received an executed Estoppel Certificate is received from a Tenant either before signed by the tenant under the Lease in question, or within thirty (30ii) one hundred eighty (180) days after from the Closing which confirms the accuracy Date. If Purchaser receives an estoppel certificate that contains some but not all of the certification matters set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and(a “Partial Certificate”) and Seller provides a Seller Estoppel Certificate for such tenant, then the Seller Estoppel Certificate may omit matters contained in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification supersededPartial Certificate. In the event that an Seller does not provide to Purchaser either the Estoppel Certificate is received from a Tenant Certificates or Seller Estoppel Certificates for the Required Tenants, either party may, by written notice to the other party given on or before thirty the Closing Date, extend the Closing Date for fourteen (3014) days after to allow Seller time to obtain additional Estoppel Certificates. If either party fails to deliver such written notice as described in the Closing and delivered by Seller to preceding sentence, Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to have waived the condition contained in this Section 8.2. If either party elects to extend the Closing Date pursuant to this Section 8.2 and Seller does not provide to Purchaser either the Estoppel Certificates or Seller Estoppel Certificates for the Required Tenants on or before the expiration of the fourteen (14) day extension period, then Purchaser shall, by written notice to Seller given on the date that is the last day of such extended fourteen (14) day period, either (A) elect not to purchase the Property, in which event the Xxxxxxx Money shall be superseded by returned to Purchaser, at which time this Agreement shall terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the Property notwithstanding Seller’s inability to provide the Required Estoppel Certificates, in which event Purchaser shall be deemed to have waived the condition contained in this Section 8.2. If Purchaser fails to deliver such written notice as described in the preceding sentence, Purchaser shall be deemed to have elected item (A) above. If any Estoppel Certificate contains statements confirming any of Seller’s representations or warranties set forth herein or in a Seller Estoppel Certificate, then Seller shall be deemed not to have made such representations or warranties as to such Lease. If any Estoppel Certificate or Seller Estoppel Certificate contains statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contains information inconsistent with any representations of Seller contained in this Agreement or in a Seller Estoppel Certificate and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, allegations or information, then such Estoppel Certificate andCertificates and/or Seller Estoppel Certificates shall be deemed acceptable for purposes of this Section 8.2, in notwithstanding the existence of such eventallegations, statements or information, and Seller shall have no longer have any liability to Purchaser hereunder with respect to the Seller's Certificate relating existence of such allegations, statements or information. Notwithstanding the foregoing, Seller shall not have the right to the Tenant Lease execute and deliver Seller Estoppel Certificates to Purchaser in question. The provisions lieu of this Section shall survive the Closing and delivery Estoppel Certificates from any of the DeedMajor Tenants.

Estoppel Certificates. Prior to Closing(a) Seller, Seller within ten (10) business days after the date hereof, shall deliver to each request from all tenants under the Leases that are in effect as of the date hereof Tenant an Estoppel Certificate Certificates (herein so called), as defined below) substantially in the form attached hereto as Exhibit FM or, in the case of Required Tenants, in the form otherwise prescribed under the applicable Required Tenant’s Lease (subject, however, to the terms of Schedule 36(a) -1) (any such estoppel certificate complying with the preceding portions of this Section 36(a) and request not disqualified pursuant to Section 36(b) hereof is a “Tenant Estoppel Certificate”). Seller shall promptly deliver to Purchaser all certificates that each Tenant complete, sign and deliver such Estoppel Certificate Seller obtains from tenants under the Leases in response to Seller’s aforesaid request, regardless of whether such certificates constitute Tenant Estoppel Certificates for purposes hereof and regardless of whether Seller has already delivered to Purchaser the Required Tenant Estoppel Certificates. Seller's only It shall be a condition precedent to Purchaser’s obligation to close hereunder with respect to an Individual Premises that Seller deliver executed Tenant Estoppel Certificates that are dated no more than sixty (60) days before the Closing (as such sixty (60) day period may be extended by reason of any adjournment of the applicable Scheduled Closing Date pursuant to Section 38(d) or 38(e) below or, to the extent adjourned by Purchaser, Section 10(h) above) from (A) the tenants set forth on Schedule 36(a)-2 with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller Individual Premises (such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification thattenants, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificateapplicable Individual Premises, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance“Required Tenants”), and (iiiB) Seller has neither received nor given any written notice with respect to such Individual Premises, other tenants under Leases at such Individual Premises which, together with the Required Tenants for such Individual Premises, comprise at least seventy five percent (75%) of default under the aggregate leased rentable square feet of space in such Lease Individual Premises as of the date hereof (orcollectively, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Leaseapplicable Individual Premises, the certified and updated rent roll shall be deemed to be superseded by such “Required Tenant Estoppel Certificate and, in such event, Certificates”). Seller shall no longer have not be required to expend any liability hereunder money, provide any financial accommodations or commence any litigation in connection with respect to that portion of the certification superseded. In the event that an obtaining any Tenant Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedCertificates.

Estoppel Certificates. Prior to Closing3.6.1 On or before June 2, 2007, Seller shall deliver forward an estoppel certificate to each Tenant an Estoppel Certificate (herein so called)all Property tenants, substantially in the form of Exhibit E attached hereto to this Agreement (or the agreed form of estoppel that is attached to a Property tenant’s lease) containing information that is consistent with the information set forth in the applicable tenant lease and the Rent Roll (as Exhibit Fdefined in Section 5.6.6 below), and request thereafter use reasonable efforts to obtain, prior to the Closing Date, executed tenant estoppel certificates from all of the then-current Property tenants. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be in default hereunder for its failure to obtain all or any of the tenant estoppel certificates, provided, however, that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates it shall be a condition precedent to request Buyer’s obligation to purchase the Property (which may be waived by Buyer) that each at least three (3) business days prior to the Closing Date, Seller shall have delivered to Buyer an executed tenant estoppel certificate, not disclosing any material variance with the information forth in the applicable tenant lease and the Rent Roll, and not alleging any material, uncured default of Seller under such lease (an “Acceptable Tenant complete Estoppel”) for (a) tenants occupying not less than seventy-five (75%) of the inline leased square footage of the Property; and (b) one hundred percent (100%) of the Major Anchor Tenants (defined as any tenant leasing 25,000 square feet or more of floor space on the Property) (the “Required Tenant Estoppels”). Notwithstanding anything herein to the contrary, if that Seller has been unable to obtain (and deliver to Seller such Buyer) the Required Tenant Estoppels at least three (3) business days prior to the Closing Date, and Buyer is not willing to waive the Required Tenant Estoppel Certificates. Purchaser's obligations condition, then either party shall have the right to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before delay the Closing Date Estoppel Certificates dated no earlier than by up to thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day order for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided continue to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement attempt to obtain any of the missing Required Tenant Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), An estoppel certificate in the form and substance set forth in Schedule 7.15 that is attached hereto as to the Exhibit F, and request Agreement ("Tenant Estoppel") showing no material exceptions that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon is executed (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier not more than thirty forty-five (3045) days prior to the applicable Closing Date or such earlier date Purchaser reasonably accepts) by (unless i) all Tenants or New Tenants of the applicable Phase Leases and New Leases that are Qualified Leases (as hereinafter defined) on or prior to the applicable Closing Date is automatically extended pursuant that have demised to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, them space in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels")applicable Phase containing 7,500 square feet or more, and (yii) Seller delivering to Purchaser at Closing least eighty percent (80%) (calculated on a Seller's Certificate for each Tenant square foot basis) of all Tenants or New Tenants of the applicable Phase Leases or New Leases that has not delivered an Estoppel Certificate are Qualified Leases on or before Closingprior to the applicable Closing Date that have demised to them space in the applicable Phase containing less than 7,500 square feet. To the extent Seller shall be obligated is unable to deliver to Purchaser at Closing Tenant Estoppels from all or any of the remaining Tenants or New Tenants in the applicable Phase under such Qualified Leases in respect to premises containing less than 7,500 square feet or a Tenant Estoppel in respect to a premises that is 7,500 square feet or less that contains a material exception noted by the applicable Tenant or New Tenant, Seller shall be entitled to deliver to Purchaser Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a estoppel certificate (herein called the "Seller's CertificateEstoppel"), setting forth Seller's certification that, with respect ) in form and substance reasonably acceptable to Purchaser confirming the terms and conditions of the Lease in question or subject New Lease for which a Tenant did Estoppel was not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller delivered to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if sodelivered, describing the nature thereof)that contains a material exception. Each Such Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence Estoppel shall be in lieu of deemed a representation and in substitution for the Estoppel Certificate with respect warranty by Seller as to the terms and conditions of the subject Lease in question or New Lease, and the Seller's Estoppel shall count against not be subject to the minimum seventy percent (70%) requirement time limitation for claims set forth in Paragraph 10.04(b) hereof. After the conditions set forth aboveapplicable Closing, but only to the extent of such ten percent when and as Purchaser receives a Tenant Estoppel (10%without material exception) or less shortfall and no for which Seller delivered a Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding LeaseEstoppel, the certified subject Seller's Estoppel shall be released by Purchaser and updated rent roll returned to Seller and shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall of no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing further force and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedeffect.

Estoppel Certificates. Prior to Closing, Seller shall deliver to each Tenant an Estoppel Certificate (herein so called), An estoppel certificate in the form and substance set forth in Schedule 7.15 that is attached hereto as to the Exhibit F, and request Agreement ("Tenant Estoppel") showing no material exceptions that each Tenant complete, sign and deliver such Estoppel Certificate is executed (not more than forty-five (45) days prior to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date or such earlier date Purchaser reasonably accepts, except in the instance of Haggen, as hereinafter defined, whose Tenant Estoppel Certificates shall not be dated no earlier more than thirty (30) days prior to the Closing Date Date) by (unless i) all Tenants or New Tenants of Leases and New Leases that are Qualified Leases (as hereinafter defined) on or prior to the Closing Date is automatically extended pursuant that have demised to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, them space in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels")Project containing 7,500 square feet or more, and (yii) Seller delivering to Purchaser at Closing least eighty percent (80%) (calculated on a Seller's Certificate for each Tenant square foot basis) of all Tenants or New Tenants of Leases or New Leases that has not delivered an Estoppel Certificate are Qualified Leases on or before Closingprior to the Closing Date that have demised to them space in the Project containing less than 7,500 square feet. To the extent Seller shall be obligated is unable to deliver to Purchaser at Closing Tenant Estoppels from all or any of the remaining Tenants or New Tenants in the Project under such Qualified Leases in respect to premises containing less than 7,500 square feet or a Tenant Estoppel in respect to a premises that is 7,500 square feet or less that contains a material exception noted by the applicable Tenant or New Tenant, Seller shall be entitled to deliver to Purchaser Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a estoppel certificate (herein called the "Seller's CertificateEstoppel"), setting forth Seller's certification thatin form and substance reasonably acceptable to Purchaser, with respect to confirming the terms and conditions of the Lease in question or subject New Lease for which a Tenant did Estoppel was not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller delivered to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if sodelivered, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.contains a

Estoppel Certificates. Prior to Closing, (a) Seller shall deliver to each Purchaser, at or before the Closing, a written statement from Tenant an and dated not more than forty-five (45) days before the Scheduled Closing Date and in no event more than sixty (60) days before the actual Closing Date (the “Tenant Estoppel Certificate (herein so calledCertificate”). In determining whether the foregoing requirement has been satisfied, Purchaser agrees not to object to any immaterial or minor qualifications or modifications which Tenant may make to the form of Tenant Estoppel Certificate. Initially Seller shall request that Tenant execute the estoppel certificate in the form attached hereto as Exhibit FSchedule 1. In the event that Tenant does not execute the estoppel certificate in the form attached hereto as Schedule 1, but delivers the Tenant Estoppel Certificate substantially in the form contemplated by the Lease as modified in the form attached hereto as Schedule 2, Purchaser shall have no right to object to the Tenant Estoppel Certificate and request will accept the Tenant Estoppel Certificate and Seller shall have satisfied the Tenant Estoppel Certificate requirement as long as there are no material qualifications or modifications which Tenant may make to the form of Tenant Estoppel Certificate. In the event that each Tenant complete, sign and deliver such qualifies or modifies the Tenant Estoppel Certificate to Sellerstate (or deletes a statement) that Tenant is not responsible for the payment of Operating Expenses (as such term is defined in the Lease), Purchaser shall have no right to object to the Tenant Estoppel Certificate based on such modifications regarding responsibility for payment of Operating Expenses and will accept the Tenant Estoppel Certificate based on such modifications regarding responsibility for payment of Operating Expenses and Seller shall have satisfied the Tenant Estoppel Certificate requirement. Seller's only obligation In the event that Tenant qualifies or modifies the Tenant Estoppel Certificate to reflect the Lease Amendment, Purchaser shall have no right to object to the Tenant Estoppel Certificate and will accept the Tenant Estoppel Certificate and Seller shall have satisfied the Tenant Estoppel Certificate requirement. In the event that Tenant qualifies or modifies the Tenant Estoppel Certificate to reflect that Tenant is (or will be) entitled to disbursements of the Tenant Allowance and Broker’s Fee in accordance with respect the Lease, Purchaser shall have no right to such object to the Tenant Estoppel Certificates Certificate and will accept the Tenant Estoppel Certificate as so qualified or modified and Seller shall be to have satisfied the Tenant Estoppel Certificate requirement. Seller shall request the Tenant Estoppel Certificate in the form attached hereto as Schedule 1 from Tenant and follow-up with Tenant twice (by email), after which xxxx Xxxxxx shall request that each Tenant complete and deliver the Tenant Estoppel Certificate substantially in the form attached as Schedule 2. Seller agrees to Seller such deliver copies of the Tenant Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering Certificate to Purchaser on or before as and when received from Tenant. In the event that Seller has not obtained the Tenant Estoppel Certificate by the Scheduled Closing Date, as the same may be adjourned as expressly provided herein, Seller shall have the right to adjourn the Closing Date Estoppel Certificates dated no earlier than for a period or periods not to exceed thirty (30) days prior to continue its efforts to obtain the Closing Date (unless Tenant Estoppel Certificate. If at the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case end of such thirty (30) day period Seller has still failed to obtain the Tenant Estoppel Certificate, Purchaser’s sole remedy shall be extended on to either: (i) waive the requirement that Seller obtain the Tenant Estoppel Certificate and proceed to the Closing without any abatement in the Purchase Price; or (ii) terminate this Agreement and receive a day for day basis by the period return of the automatic extension)Downpayment and neither party shall have any rights, executed by Tenants occupying at least seventy percent (70%) of duties or obligations hereunder other than the net rentable area of obligations and rights, including the ImprovementsSurviving Obligations, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (herein that expressly survive the "Required Estoppels")termination of this Agreement. Following the Effective Date, and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to at the sole cost, expense and risk of Purchaser request that Tenant execute and deliver to Purchaser at Closing a Seller's Certificate for each nondisturbance agreement in such form as Purchaser shall provide but Seller shall have absolutely no liability if Tenant that has not delivered an Estoppel Certificate on fails or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation refuses to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (orthe execution thereof or failure to execute the same shall not be a condition to Purchaser’s obligations hereunder, if so, describing the nature thereof). Each Seller's Certificate provided give rise to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) a financing contingency or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain otherwise affect any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedPurchaser’s obligations hereunder.

Estoppel Certificates. Prior Seller shall use its reasonable efforts to Closingobtain estoppels (collectively, “Tenant Estoppels”) from all tenants under Tenant Leases. It shall be a condition to Buyer’s obligation to close hereunder that Tenant Estoppels are obtained from tenants under Tenant Leases comprising an aggregate of sixty percent (60%) of the leased space in the buildings at the Property as of the Opening of the Escrow, which percentage must include all tenants occupying more than 8,000 leasable square feet (the “Required Estoppels”). Seller agrees to use the form of estoppel that Buyer provides within five (5) days of the Contract Date, or, if Buyer fails to timely provide its preferred form, the form that is attached to this Agreement as Schedule “10” (subject in either case to any tenant’s right to use the form attached to its Tenant Lease). The Required Estoppels shall not show any materially adverse matters, including, without limitation, any material default or purported default thereunder by any party. Buyer shall notify Seller in writing within four (4) business days after receipt by Buyer of an applicable Required Estoppel of any materially adverse matter so disclosed. If Buyer timely notifies Seller of any Required Estoppel that reveals any materially adverse matter, Seller shall deliver to each Tenant an Estoppel Certificate have until the earlier of five (herein so called), in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon 5) days after notice from Buyer or until two (x2) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) business days prior to the Closing Date (unless to attempt to cure such matter and cause the Closing Date applicable tenant to execute a replacement Tenant Estoppel removing reference to the materially adverse matter. If Seller is automatically extended pursuant unable to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by cure and/or obtain the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), it shall not be default by Seller, but shall give Buyer the right to terminate this Agreement and (y) receive the return of its Deposit. Upon receipt Seller delivering shall deliver any Tenant Estoppel received to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before ClosingBuyer. Seller shall be obligated to deliver to Purchaser reasonably cooperate with Buyer in obtaining customary subordination and non-disturbance agreements from the tenants at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate the Property on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of form attached hereto as Schedule 13, provided the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy receipt of such Lease (and all amendments and modifications thereto) previously provided by agreements shall not be a condition to closing or require Seller to Purchaser is true, correct and complete, (ii) incur any material cost or expense. Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement also use its reasonable efforts to obtain estoppels from the benefited parties of any of restrictive covenants encumbering the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the DeedProperty.

Estoppel Certificates. Prior to ClosingAfter the date hereof, Seller shall prepare and deliver to each Tenant the lessors under the Leases of the Material Leased Real Property (the “Material Leases”) an Estoppel Certificate (herein so called), estoppel certificate in substantially the form attached hereto as Exhibit FG or the form required by 80 such Material Leases, as the case may be, dated within ninety (90) days of the Closing Date and confirming that, to the knowledge of such lessor, the lessee is not in default of its obligations under any such Material Leases (collectively, the “Material Lease Estoppel Certificates”), and shall request that each Tenant completesuch lessors complete and sign the Material Lease Estoppel Certificates and return them to Seller within ten (10) days after their receipt of the same or within the time period set forth in such Material Lease, sign and deliver such as the case may be. In addition, to the extent a Material Lease Estoppel Certificate is not dated within ninety (90) days of the Closing Date, then Buyer shall accept from Seller an estoppel certificate that updates such Material Lease Estoppel Certificate for the period from the expiration of such 90-day period until the Closing Date. Seller shall use commercially reasonable efforts to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete obtain and deliver to Seller such Buyer an executed Material Lease Estoppel Certificates. Purchaser's obligations to consummate Certificate from the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before lessors under the Closing Date Estoppel Certificates dated no earlier than thirty (30) days Material Leases prior to the Closing Date (unless the Closing Date date that is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing date hereof (the “Estoppel Outside Date”), but in any event shall deliver the same to Buyer promptly upon receipt thereof and delivered by Seller to Purchaser within such thirty-day period which confirms shall deliver the accuracy Material Lease Estoppel Certificates for all of the representations made by Material Lease Real Property; provided, however, that (x) in no event shall Seller be required to institute legal proceedings against such lessors in a Seller's Certificate delivered by connection therewith, and (y) to the extent Seller at Closingis unable to obtain Estoppel Certificates for all of the Material Leased Real Property prior to the Closing Date, then such Seller's Certificate shall be deemed to be superseded by such then, in lieu of the Material Lease Estoppel Certificate, Buyer will accept an estoppel certificate from Seller that covers the matters that would have been covered in the Material Lease Estoppel Certificate and(each, a “Seller Estoppel”). In addition to the foregoing, the parties acknowledge and agree that in such event, the event that Seller shall no longer have any liability hereunder receives a Material Lease Estoppel Certificate after the Closing Date with respect to any Material Lease Real Property for which a Seller Estoppel was previously delivered, then in such event Buyer shall return to Seller the Seller's Certificate relating Seller Estoppel with respect to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedsuch Leases.

Estoppel Certificates. Prior Tenant agrees to Closingfurnish from time to time when requested by Landlord or the holder of any deed of trust or mortgage covering the land and building or any interest of Landlord therein, Seller shall deliver a certificate signed by Tenant to each the effect that this Lease is then presently in full force and effect and unmodified; that the term of this Lease has commenced and the full rental is then accruing hereunder; that Tenant an Estoppel Certificate has accepted possession of the Leased Premises and that any improvements required (herein so called)if any) by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by no rent under this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier Lease has been paid more than thirty (30) days prior in advance of its due date; that the address for notices to the Closing Date (unless the Closing Date be sent to Tenant is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants as set forth in Schedule 7.3 attached hereto this Lease; that Tenant, as of the date of such certificate, has no charge, lien or claim of offset under this Lease or otherwise against rents or other charges due or to become due hereunder; and made a part hereof (that to the "Required Estoppels")knowledge of Tenant, Landlord is not then in default under this Lease. The certificate shall also contain an agreement by Tenant with such holder that from and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each after the date of such certificate Tenant that has will not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying pay any rent under this Lease more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms in advance of its due date, will not surrender or consent to the accuracy modification of any of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect terms of this Lease nor to the corresponding Leasetermination of this Lease by Landlord, and will not seek to terminate this Lease by reason of any act or omission of Landlord until Tenant shall have given written notice of such act or omission of Landlord to the certified holder of such deed of trust or mortgage (at such holder's last address furnished to Tenant) and updated rent roll until a reasonable period of time shall have elapsed following the giving of such notice; during which period such holder shall have the right, but shall not be deemed obligated, to remedy such act or omission; provided, however, that (i) the agreement of Tenant described in this sentence will be superseded of no effect under such certificate unless Tenant is furnished by such Estoppel Certificate and, holder with a copy of any assignment to such holder of Landlord's interest in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty this Lease within one hundred twenty (30120) days after the Closing date of such certificate, and delivered by Seller to Purchaser within (ii) the agreement of Tenant with such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, holder that is embodied in such event, Seller certificate shall no longer have terminate upon the subsequent termination of any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedsuch assignment.

Estoppel Certificates. Prior to Closing3.6.1 On or before May 24, 2007, Seller shall deliver forward an estoppel certificate to each Tenant an Estoppel Certificate (herein so called)all Property tenants, substantially in the form of Exhibit E attached hereto to this Agreement (or the agreed form of estoppel that is attached to a Property tenant’s lease) containing information that is consistent with the information set forth in the applicable tenant lease and the Rent Roll (as Exhibit Fdefined in Section 5.6.6 below), and request thereafter use reasonable efforts to obtain, prior to the Closing Date, executed tenant estoppel certificates from all of the then-current Property tenants. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be in default hereunder for its failure to obtain all or any of the tenant estoppel certificates, provided, however, that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates it shall be a condition precedent to request Buyer’s obligation to purchase the Property (which may be waived by Buyer) that each at least three (3) business days prior to the Closing Date, Seller shall have delivered to Buyer an executed tenant estoppel certificate, not disclosing any material variance with the information forth in the applicable tenant lease and the Rent Roll, and not alleging any material, uncured default of Seller under such lease (an “Acceptable Tenant complete Estoppel”) for (a) tenants occupying not less than seventy-five (75%) of the inline leased square footage of the Property; and (b) one hundred percent (100%) of the Major Anchor Tenants (defined as any tenant leasing 25,000 square feet or more of floor space on the Property) (the “Required Tenant Estoppels”). Notwithstanding anything herein to the contrary, if that Seller has been unable to obtain (and deliver to Seller such Buyer) the Required Tenant Estoppels at least three (3) business days prior to the Closing Date, and Buyer is not willing to waive the Required Tenant Estoppel Certificates. Purchaser's obligations condition, then either party shall have the right to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before delay the Closing Date Estoppel Certificates dated no earlier than by up to thirty (30) days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day order for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided continue to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement attempt to obtain any of the missing Required Tenant Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deed.

Estoppel Certificates. Prior (a) If in accordance with Section 2 of this Agreement Buyer elects to Closingproceed with the purchase of the Property, then Seller shall deliver use its reasonable efforts to obtain estoppel certificates from each Tenant an Estoppel Certificate (herein so called), tenant of the Property in the form attached hereto as Exhibit F, and request that each Tenant complete, sign and deliver such Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates J. It shall be a condition to request Buyer's obligation to close the sale and purchase of the Property that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) days prior Closing, Buyer is able to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereof, in which case such thirty (30) day period shall be extended on a day for day basis by the period obtain estoppel certificates from all of the automatic extension)tenants, executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvementsincluding, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof but not limited to Seller (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant ; provided that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. If on or before the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent (60%) but less than seventy percent (70%) of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller to Purchaser is true, correct and complete, (ii) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease (or, if so, describing the nature thereof). Each Seller's Certificate provided to Purchaser as provided in the immediately preceding sentence shall be in lieu of and in substitution for the Estoppel Certificate with respect to the Lease in question and shall count against the minimum seventy percent (70%) requirement set forth in the conditions set forth above, but only to the extent of such ten percent (10%) or less shortfall and no Seller's Certificate may be delivered by Seller in substitution for or count against the requirement event that Buyer is unable to obtain any one or more of the Required Estoppels, Seller may, at its sole option, provide and Buyer shall accept in lieu of the Required Estoppel an estoppel certificate ("Seller's Estoppel") certifying as to the following items for the applicable lease and tenant: commencement date and termination date, no uncured defaults under the lease on the part of landlord or, to the best of the landlord's knowledge, on the part of tenant, rent and additional charges payable under the lease, tenant's prorata share of taxes and expenses under the applicable lease. In Notwithstanding the foregoing, the receipt by Buyer of estoppel certificates from Zenith (in the form of Exhibit K attached hereto and in accordance with the terms and conditions contained in Section 26 of the Lease between Zenith Insurance Company and Rosewood Associates dated January 18, 1993) and PeopleSoft, Inc. shall be a condition to Buyer's obligation to purchase the Property. Buyer hereby agrees that Buyer may not reject an estoppel in the event that an a tenant strikes out or modifies Sections 16, 17 or 18 or the form estoppel attached hereto as Exhibit J and makes no other material modifications. Any Seller's Estoppel Certificate is received from a Tenant either before or within thirty (30) days after delivered in connection with the Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to that portion effective until the earlier of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty (30i) days one (1) year after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to or (ii) the Seller's Certificate relating to receipt of an estoppel certificate from the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedapplicable tenant.

Estoppel Certificates. Prior At least five (5) business days prior to Closingthe Closing Date, Seller shall deliver agrees to each Tenant obtain an Estoppel Certificate (herein so called), estoppel certificate in substantially the form attached hereto as Exhibit FEXHIBIT "D" or in such form as is attached to each applicable Tenant Lease (if different from the form attached as EXHIBIT "D") (an "ESTOPPEL CERTIFICATE") from the Major Tenants occupying, in the aggregate, not less than 90% of the total square feet within the Improvements occupied by the Major Tenants (the "REQUIRED ESTOPPEL THRESHOLD"). Seller shall undertake its best efforts to timely satisfy the Required Estoppel Threshold. For each of the Major Tenants over and request that above the Required Estoppel Threshold and each Tenant complete, sign and deliver such of the Additional Tenants for which Seller has been unable to obtain an Estoppel Certificate to Seller. Seller's only obligation with respect to such Estoppel Certificates shall be to request that each Tenant complete and deliver to Seller such Estoppel Certificates. Purchaser's obligations to consummate the transaction contemplated by this Contract are expressly subject to and conditioned upon (x) Seller delivering to Purchaser on or before the Closing Date Estoppel Certificates dated no earlier than thirty (30) at least five business days prior to the Closing Date (unless the Closing Date is automatically extended pursuant to Section 7.4 hereofDate, in which case such thirty (30) day period shall be extended on a day for day basis by the period of the automatic extension), executed by Tenants occupying at least seventy percent (70%) of the net rentable area of the Improvements, in the aggregate, and from all Tenants set forth in Schedule 7.3 attached hereto and made a part hereof (the "Required Estoppels"), and (y) Seller delivering to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing. Seller shall be obligated to execute and deliver to Purchaser at Closing a Seller's Certificate for each Tenant that has not delivered an Estoppel Certificate on or before Closing"best knowledge" qualified Seller estoppel certificate in substantially the form attached hereto as EXHIBIT "D" (each, a "SELLER ESTOPPEL CERTIFICATE"). If on or before Seller is unable to timely satisfy the Required Estoppel Threshold, then Seller may, in its sole discretion, extend the Closing Date Seller has received Estoppel Certificates from Tenants occupying more than sixty percent for up to two successive periods of up to 15 days each in order to obtain same (60%) but less than seventy percent (70%) for a total of the net rentable area of the Improvements, then, at Closing, Seller at its option may (without any obligation to do so) provide Purchaser with a certificate (herein called the "Seller's Certificate"30 days if both extension periods are exercised), setting forth Seller's certification that, with respect to the Lease in question for which a Tenant did not deliver an Estoppel Certificate, (i) the copy of such Lease (and all amendments and modifications thereto) previously provided by Seller delivering written notice to Purchaser is true, correct and complete, at least three (ii3) Seller has not received any rent thereunder for more than one month in advance, and (iii) Seller has neither received nor given any written notice of default under such Lease business days prior to Closing (or, if sofor the second extension period exercised, describing at least three business days prior to the nature thereofend of the first extension period exercised). Each Notwithstanding anything herein to the contrary, if Seller is unable to deliver the Estoppel Certificates satisfying the Required Estoppel Threshold and subject to Seller's Certificate provided one-time right to Purchaser as provided in extend the immediately preceding sentence Closing Date under this SECTION 11.1(h), then Purchaser's sole remedies and recourses shall be in lieu of and in substitution limited to either (1) waiving the requirement for the one or more Estoppel Certificate with respect to the Lease Certificates in question and shall count against proceeding to Closing without reduction of the minimum seventy percent Purchase Price, or (70%2) requirement set forth in terminating this Agreement by delivering written notification to Seller at least one (1) business day prior to Closing, and, upon the conditions set forth above, but only to the extent timely delivery of such ten percent (10%) or less shortfall written notice, this Agreement shall automatically terminate, Escrow Agent shall immediately return the Xxxxxxx Money to Purchaser, and the parties hereto will have no Seller's Certificate may be delivered by Seller in substitution further obligations hereunder except for or count against the requirement Surviving Obligations. If Purchaser fails to obtain any of the Required Estoppels. In the event that an Estoppel Certificate is received from a Tenant either before or within thirty (30) days after Closing which confirms the accuracy of the certification set forth in the updated and certified rent roll delivered by Seller to timely deliver such written notice, Purchaser at Closing with respect to the corresponding Lease, the certified and updated rent roll shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect elected to that portion of the certification superseded. In the event that an Estoppel Certificate is received from a Tenant on or before thirty proceed to Closing under item (301) days after the Closing and delivered by Seller to Purchaser within such thirty-day period which confirms the accuracy of the representations made by Seller in a Seller's Certificate delivered by Seller at Closing, then such Seller's Certificate shall be deemed to be superseded by such Estoppel Certificate and, in such event, Seller shall no longer have any liability hereunder with respect to the Seller's Certificate relating to the Tenant Lease in question. The provisions of this Section shall survive the Closing and delivery of the Deedabove.