Common use of Estoppels Clause in Contracts

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof).

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in Sellers shall have received from tenants (which tenants shall include the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (iitenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) in of the Triangle: Whole Foods and Anthropologie, and (iiiSeller Disclosure Letter) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty leasing at least seventy-five percent (8075%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the ▇▇▇▇▇▇▇ Curve ImprovementsEstoppel attached as Exhibit D hereto), the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier more than thirty sixty (3060) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the proposed Estoppels form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as soon as possible after the Effective Date hereofExhibit D hereto. The Company hereby acknowledges and agrees that, taking into account in lieu of any provisions one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases which establish and/or limit and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the contents Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three its lender (3) business days after as defined in the Estoppel Delivery Deadlineattached as Exhibit E hereto), a Seller's overlay estoppel with respect to any Lease for which an Estoppel has dated not been procured more than sixty (a "Seller's Estoppel"); provided, however, that in the event that 60) days prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver in either (A) the (i) Required Tenant Estoppels form of Estoppel attached as Exhibit E hereto or (iiB) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless form of Estoppel returned by the time, lessor whose Estoppel is being sought pursuant to either waive this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the requirement for any such form of Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)attached as Exhibit E hereto.

Estoppels. By that date which is Sellers shall have obtained and delivered to Purchaser not later than ten that three (103) days before Business Days prior to the Closing Date (i) Tenant Estoppel Certificates (as defined in Section 16.3) from the Aerospace Corporation (with respect to its space in the Greens I Property), The Boeing Company (with respect to its space in the Greens II Property) and Boeing Service Company (with respect to its space in the Greens II Property) (collectively, the "Estoppel Delivery DeadlineMaterial Leases"), Seller shall obtain an estoppel certificate from and all other Tenants under the Leases (a) each of the following Tenants except for any Lease with Allied Riser Communications, Inc., Broadband Office, Inc., Yipes Communications, Inc. or occupants of the premises commonly known as (each a "Major Tenant" and togetherElevator News Network, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper CrustInc.), (ii) the Association Estoppel (as defined in the Triangle: Whole Foods and AnthropologieSection 16.3), and (iii) the Ground Lessor Estoppel (as defined in NHP: StarbucksSection 16.3); and (A) the information in the Tenant Estoppel Certificates shall not materially vary from the information included in the Current Rent Rolls attached hereto as Exhibits C-1, ▇▇ ▇▇▇▇ & Company C-2 and ▇▇▇▇ ▇▇▇▇▇▇C-3, Inc. and the copies of the Leases delivered to Purchaser for its review as a part of the Seller Property Materials, or indicate defaults under the Lease to which such Tenant Estoppel Certificate relates, (B) the information in the Association Estoppel shall not materially vary from the representation and warranty made by Sellers in Section 5.12 or the Declaration, or indicate material defaults by any Seller or any component of the Property under the Declaration, and (C) the information in the Ground Lessor Estoppels shall not materially vary from the representation and warranty made by Sellers in Section 5.24, and the copies of the Ground Leases delivered to Purchaser for its review as a part of the Seller Property Materials, or indicate material defaults by any Seller or any component of the Property under the Ground Lease to which such Ground Lessor Estoppel relates. Notwithstanding the foregoing, Sellers shall be entitled to deliver to Purchaser, not later than two (2) Business Days prior to the Closing Date, a Seller's Estoppel in substantially the form of Exhibit J attached hereto as to each of those Tenants under Leases from whom Sellers have been unable to obtain a "Required Tenant Estoppel" and togetherEstoppel Certificate, the "Required Tenant Estoppels"statements in which shall survive the Closing for a period of one (1) year without regard to the limitation on survival set forth in Section 21.7 or in any certificate reaffirming Sellers' representations and (b) those remaining Tenants who (together warranties delivered by Sellers to Purchaser at Closing; provided, however, in no event shall Sellers be entitled to deliver Seller Estoppels with respect to any of the Major Tenants) occupy Material Leases or with respect to Leases covering in the aggregate not less more than eighty twenty-five percent (8025%) of the net rentable floor area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline Improvements. Sellers shall have the right at any time (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible either before or after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled Closing) to execute and deliver, within three (3) business days after the substitute a Tenant Estoppel Delivery Deadline, Certificate obtained from a Seller's overlay estoppel Tenant with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the corresponding Seller's Estoppel relating previously delivered by Sellers to Purchaser with respect to such Lease shall thereupon be deemed null Lease, so long as the Tenant Estoppel Certificate obtained confirms in all material respects the provisions of the corresponding Seller's Estoppel and void and of no further force and effect. Notwithstanding does not materially vary from the foregoing, information included in the event that by Current Rent Rolls attached hereto as Exhibits C-1, C-2 and C-3, and the Closing Date copies of the Leases delivered to Purchaser for its review as a part of the Seller fails Property Materials, or indicate defaults under the Lease to deliver the (i) Required which such Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Estoppel Certificate relates. The Sellers shall be relieved of and released from all liability and obligations under each Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, Estoppel with respect to either waive the requirement for any such which a Tenant Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, Certificate is delivered in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination substitution thereof).

Estoppels. By that date which is not later than ten (10a) days before In accordance with the Closing Date (the "Estoppel Delivery Deadline")further terms and conditions of this Section 6.3, Seller shall obtain an estoppel certificate use its commercially reasonable efforts to provide Conforming Estoppels (as hereinafter defined) from (a) each of the following Tenants tenants under the Leases. Notwithstanding the foregoing, at a minimum Seller shall deliver to Buyer at or occupants of the premises commonly known as (each prior to Closing a "Major Tenant" and together, the "Major Tenants"): Conforming Estoppel from: (i) in the At Home, ▇▇▇▇▇▇▇ Curve: On A Whim’▇, Republic GastropubBest Buy, Winter House InteriorsDick’s Sporting Goods, Café 501Burlington, BallietsRaymour & ▇▇▇▇▇▇▇▇▇, Red CoyotePlanet Fitness and Home Goods (each a “Major Tenant”), Uptown Kidsand (ii) Conforming Estoppels from Tenants under the Leases comprising, lululemon in the aggregate, forty percent (40%) of the gross leasable area of the remaining open and Upper Crust, occupied shop space units under Leases with a term of more than twelve (12) months (“Non-Major Tenants”). The Conforming Estoppels required to be delivered pursuant to subparts (i) and (ii) in the Trianglepreceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. For the avoidance of doubt, there is no obligation of Seller to obtain estoppels from the tenants or occupants under any Temporary Occupancy Agreement. b) Each Required Estoppel shall: Whole Foods (i) be substantially in the form of Exhibit "G"attached hereto and Anthropologiemade a part hereof, unless 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 "G", then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such tenant’s lease; and provided further, however, that under no circumstances shall Buyer be required to accept any tenant estoppel certificate delivered in connection with this Section 6.3 to the extent the tenant discloses therein any material default by Seller under such tenant’s Lease; (ii) show no material adverse matters (which for purposes hereof shall mean only and specifically the following: any material default by Seller, as landlord under the Lease, or any material facts that contradict any of the express representations or warranties of Seller set forth in this Agreement in any material and adverse respect, or any material facts that contradict any of the material facts or statements set forth in the Lease in any material and adverse respect, any such matters contained in this parenthetical being “Adverse Matters”), and (iii) be executed by the applicable tenant, dated not earlier than the expiration of the Due Diligence Period (a tenant estoppel certificate meeting the requirements contained in NHP: Starbucksthis sentence shall be a “Conforming Estoppel”). Buyer hereby agrees that any estoppel certificate that is executed by DocuSign or any other electronic signature shall be a Conforming Estoppel as long it otherwise complies with the requirements of this Section 6.3(b). c) Buyer shall, within two (2) business days after ▇▇ ▇▇▇▇’s receipt of any executed estoppels from Seller, respond to Seller in writing with any specific comments or concerns that Buyer has with respect to such estoppels as a result of Buyer’s review of such estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Seller within such two (2) business day period, the estoppels delivered by Seller shall be deemed a Conforming Estoppel accepted by Buyer. d) Any Conforming Estoppel that is deemed delivered in accordance with the terms of the applicable tenant’s Lease shall satisfy the delivery requirement for such tenant under this Agreement. Notwithstanding anything herein to the contrary, in the event that Seller has not obtained a Conforming Estoppel from any Non-Major Tenants as of the Closing Date after making commercially reasonable efforts to obtain same, Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants, which Seller Estoppels shall be substantially in the form of Exhibit “G-1” attached hereto; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted with respect to the Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Conforming Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels provided, however, in no event shall Buyer be required to accept Seller Estoppels for Leases comprising ten percent (10%) or more of the in-place gross income from the Property. The statements made by Seller in any Seller Estoppel shall be deemed to be representations and warranties of Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement and shall be subject to all of the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Liability Cap and the Survival Period, but expressly excluding the Floor (as hereinafter defined). Notwithstanding anything contained herein to the contrary, each Seller Estoppel shall be released on the earlier to occur of (x) the date upon which any applicable tenant executes a Conforming Estoppel and delivers it to Buyer, and (y) the expiration of the Survival Period. e) In the event Seller has been unable to obtain the Required Estoppels at or prior to Closing, Seller shall have the right, upon written notice to Buyer, to extend the Closing Date by up to fifteen (15) days in order to allow Seller additional time to obtain all Required Estoppels. Seller shall have no obligation to update any Conforming Estoppels described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Buyer has not received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended), Seller shall not be deemed in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and the terms of Section 11 of this Agreement shall control. f) Additionally, Seller agrees to request Subordination, Non-Disturbance and Attornment Agreements (“SNDAs”) in a commercially reasonable form as may be provided by Buyer or Buyer’s lender, from such tenants under the Leases as may be requested by ▇▇▇▇▇’s lender; provided however, nothing contained in this Agreement shall obligate Seller to obtain, negotiate or otherwise complete any SNDAs on behalf of Buyer or Buyer’s lender, and delivery of any SNDAs shall not be a condition to Buyer’s obligation to close on the purchase of the Property pursuant to the terms of this Agreement. Buyer shall deliver the identity of its lender to Seller, together with the fully completed SNDA forms as to such tenants where ▇▇▇▇▇’s lender is requesting an SNDA, by no later than the expiration of the Due Diligence Period; provided, however, that if no such SNDA forms are provided to Seller prior to such deadline, then Seller shall be under no obligation to request SNDAs hereunder. g) Seller agrees to request and exert commercially reasonable efforts to obtain a REA estoppel (each a “REA Estoppel”) from such parties as reasonably requested by Buyer in its Title Objections. Seller shall request the REA Estoppels within two (2) business days after expiration of the Due Diligence Period and deliver evidence of such requests to Buyer; provided, however, nothing contained in this Agreement shall obligate Seller to obtain, negotiate or otherwise complete an REA Estoppel on behalf of Buyer, and delivery of any REA Estoppel shall not be a condition to Buyer’s obligation to close on the purchase of the Property pursuant to the terms of this Agreement. After making such request, Seller shall cooperate, at no cost to Seller, with ▇▇▇▇▇ & Company and facilitate ▇▇▇▇▇’s efforts to negotiate and obtain each REA Estoppel. For purposes of this Section 6.3(g), Seller shall be deemed to have exerted commercially reasonable efforts by initially delivering a ▇▇▇ ▇▇▇▇▇▇, Inc. ▇▇ on behalf of ▇▇▇▇▇ and sending up to two (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels"2) and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) written follow-up requests by e-mail thereafter on behalf of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the Buyer to such ▇▇▇ ▇▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)party.

Estoppels. By that date which is not later than ten (10a) days before In accordance with the Closing Date further terms and conditions of this Section 6.3, Sellers shall use their commercially reasonable efforts to provide tenant estoppel certificates (the "“Tenant Estoppels”) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Sellers shall deliver to Buyer at or prior to Closing a Tenant Estoppel Delivery Deadline")from: (i) all tenants that are open and occupying more than twenty thousand (20,000) square feet of space, Seller shall obtain an estoppel certificate from (a) each which tenants as of the following Tenants or occupants of the premises commonly known as Effective Date are more particularly set forth on Schedule 6.3(a) attached hereto (each a "“Major Tenant" and together”) (provided, the "Major Tenants"): (i) in the however, ▇▇▇▇-▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon Fabrics is expressly excluded from the Major Tenants and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologieestoppel requirements provided for herein, and (iii) in NHP: Starbucks, ▇▇ while Tenant Estoppels shall be requested from ▇▇▇▇ & Company and ▇-▇▇▇ ▇▇▇▇▇▇▇ with respect to the Polaris Property and the Fountains Property, Inc. (each a "Required receipt of any such Tenant Estoppel" and together, the "Required Tenant Estoppels"Estoppel(s) and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the from ▇▇-▇▇▇ ▇▇▇▇▇▇▇ Curve Improvementsshall not be required hereunder and shall not be a condition to Closing; and (ii) tenants under the Leases leasing not less than sixty-five percent (65%) of the remaining open and occupied gross leasable area of the Properties that are subject to Leases with an original term of more than twelve (12) months (“Non-Major Tenants”) (excluding from such remaining open and occupied gross leasable area any space occupied by the Major Tenants, as well as ▇▇-▇▇▇ ▇▇▇▇▇▇▇ at the Polaris Property and the Fountains Property). The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. b) The form of the Tenant Estoppel shall be substantially in the form of Exhibit "G" attached hereto and made a part hereof; 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 nature than are set forth on Exhibit "G", then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such tenant's lease; and provided further, however, that under no circumstances shall Buyer be required to accept any tenant estoppel certificate delivered in connection with this Section 6.3 to the extent the tenant discloses therein (i) any material default by a Seller under such tenant's Lease (subject to Schedule 5.9, including, without limitation, the Triangle Improvements exclusions provided for therein for any Kenwood HVAC Matters (as hereinafter defined) or roofing matters as may be disclosed in any Tenant Estoppels and ▇▇▇▇▇’s acceptance of any and all Kenwood HVAC Matters and roofing matters as may be disclosed in any such Tenant Estoppels), or (ii) additional information that is materially and adversely inconsistent than the NHP Improvements which is actually open for business terms of the Lease and not previously disclosed to Buyer pursuant to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and togetherDue Diligence Material, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days Commitment, the Survey or the Reports or otherwise known to Buyer prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliverDate. c) Buyer shall, within three (3) business days after the Estoppel Delivery Deadline▇▇▇▇▇'s receipt of any executed Tenant Estoppels from Sellers, a Seller's overlay estoppel respond to Sellers in writing with any specific comments or concerns that Buyer has with respect to any such Tenant Estoppels as a result of ▇▇▇▇▇'s review of such Tenant Estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Sellers within such three (3) business day period, the Tenant Estoppels delivered by Seller shall be deemed accepted by Buyer. d) Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant’s Lease shall satisfy the delivery requirement for such tenant under this Agreement so long as it is delivered to Buyer prior to the time required in Section 6.3(b). Additionally, in the event that any Seller has been unable to obtain a Tenant Estoppel from any Non-Major Tenants as of the Closing Date, such Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants occupying up to an aggregate of 15,000 square feet for any respective Property, which an Estoppel has not been procured (a "Seller Estoppels shall state the economic terms of the applicable Lease, as well as state whether or not, to such Seller's actual knowledge, Seller has delivered to, or received from, any such tenants, a written notice of default, which default remains uncured as of the date of such Seller Estoppel"); provided, however, that Buyer shall have no obligation to accept Seller Estoppels with respect to the Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Tenant Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels. The statements made by any Seller in any Seller Estoppel shall be deemed to be representations and warranties of such Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement, and shall be subject to all of the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Floor (as hereinafter defined), the Cap (as hereinafter defined) and the Survival Period (as hereinafter defined). Notwithstanding anything contained herein to the contrary, in the event a Seller delivers a Seller Estoppel to Buyer and at any time thereafter (whether before or after Closing) either Seller or Buyer obtains a Tenant Estoppel that satisfies the requirements of Section 6.3(b) hereof that corresponds to a delivered Seller Estoppel (a “Corresponding Tenant Estoppel”), then such Corresponding Tenant Estoppel shall be substituted for the corresponding Seller Estoppel and, upon Buyer's receipt of such Corresponding Tenant Estoppel, the corresponding Seller Estoppel shall automatically become null and void and be of no further force or effect and such Seller shall have no liability therefor. e) In the event Sellers have been unable to obtain the Required Estoppels at or prior to Closing, Seller delivers Sellers shall have the right, upon written notice to Purchaser the previously undelivered Estoppel from any such TenantBuyer, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date by up to thirty (30) days in order to allow Sellers additional time to obtain all Required Estoppels; provided, however, in the event such extension is exercised as provided for herein, the parties shall then proceed to Closing within five (5) business days following receipt and delivery to Buyer of all such Required Estoppels. Sellers shall have no obligation to update any Tenant Estoppels described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Buyer has not received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended), Sellers shall not be deemed in default of this Agreement, but rather a period failure of not more than fifteen a condition to Closing shall have occurred, and Buyer shall have the right to (15i) additional days or, terminate the this Agreement by delivery of written notice to SellerSellers, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) Deposit shall be returned to Purchaser Buyer promptly and neither Sellers nor Buyer shall have any further rights or obligations hereunder, except for those obligations which are expressly stated in this Agreement to survive any termination of this Agreement, or (ii) waive such requirement and proceed to Closing. f) Additionally, Seller agrees to request Subordination, Non-Disturbance and Attornment Agreements (“SNDAs”) in a commercially reasonable form as may be provided by Buyer or Buyer’s lender, from such tenants under the Leases as may be requested by ▇▇▇▇▇’s lender; provided however, nothing contained in this Agreement shall obligate Seller to obtain, negotiate or otherwise complete any SNDAs on behalf of Buyer or Buyer’s lender, and delivery of any SNDAs shall not be a condition to Buyer’s obligation to close on the purchase of the Property pursuant to the terms of this Agreement. Buyer shall deliver the identity of its lender to Seller, together with the fully completed SNDA forms as to such tenants where ▇▇▇▇▇’s lender is requesting an SNDA, by no later than five (5) business days following the Effective Date; provided, however, that if no such SNDA forms are provided to Seller prior to such deadline, then Seller shall be under no obligation to request SNDAs hereunder. g) Subject to the terms contained herein, Sellers agree to request estoppel certificates (“REA Estoppels”) from all unaffiliated third parties under those certain reciprocal easement agreements, restriction documents, covenants agreements and the parties like affecting the Properties as more particularly set forth on Schedule 6.3(g) attached hereto (“REAs”). Promptly following the Effective Date, Buyer shall have no further obligations under deliver to Sellers a completed, unexecuted commercially reasonable form of REA Estoppel for each such REA where Buyer wishes Sellers to send an REA Estoppel request (which form of REA Estoppel remains subject to Sellers’ reasonable review and approval), together with the Agreement (except current tax mailing address for any such obligations unaffiliated third party under such REA from which survive such ▇▇▇ ▇▇▇▇▇▇▇▇ would be requested. Sellers agree to send such REA Estoppel request to any such unaffiliated third party within five (5) business days after Sellers have reviewed and approved the form of REA Estoppel, and Sellers shall request that such unaffiliated third party execute the same; provided, however, that: (i) nothing in this Agreement shall obligate Sellers to obtain any such REA Estoppels; (ii) in no event shall any Seller’s failure to obtain any such REA Estoppels be deemed a default under this Agreement; and (iii) the delivery or non-delivery of any such REA Estoppels shall not be a condition to Buyer’s obligation to close on the purchase of the Properties pursuant to the terms of this Agreement or otherwise give rise to any termination thereof)rights hereunder.

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline")As a condition benefitting Buyer only, Seller Sellers shall obtain an have delivered to Buyer a tenant estoppel certificate from Universal Display & Fixtures Company, a Texas corporation (the “Existing Tenant”) (i) certifying to and for the benefit of Buyer (x) the items the Existing Tenant is required to certify under clauses (a) each through (f) of Section 31 of that certain Lease Agreement by and between the Flower Mound Seller and Existing Tenant, dated as of April 10, 2013 (the “Existing Lease”) and (y) that, to the current actual knowledge of the following Tenants Existing Tenant, there exists no uncured breach or occupants default, or state of the premises commonly known as (each a "Major Tenant" and togetherfacts which, with notice, the "Major Tenants"): (i) passage of time, or both, would result in a breach or default on the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crustpart of either the Existing Tenant or the landlord under such Existing Lease, (ii) in the Triangle: Whole Foods and Anthropologie, dated no earlier than forty-five (45) days prior to Closing and (iii) disclosing no material inaccuracy in NHP: StarbucksSellers’ representations and warranties set forth in Section 9.1.7 of this Agreement and no material deviations from the copy of the Existing Lease delivered or made available to Buyer pursuant to Section 4.1 of this Agreement (such estoppel certificate conforming to the requirements set forth above in this Section 7.2.4, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required the “Conforming Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"”); provided, however, that Sellers shall have the right in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's their sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree discretion to extend the Closing Date for by a period not to exceed ten (10) days to obtain the Conforming Tenant Estoppel described in this Section 7.2.4, so long as Sellers actively and diligently pursue such Conforming Tenant Estoppel during the period of any such extension of the Closing Date pursuant to this Section 7.2.4. So long as a party is not more than fifteen in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied or waived by such party as of the Closing Date (15or such earlier date as is provided herein), then such non-defaulting party may elect, in its sole discretion, either to: (i) additional days or, terminate the this Agreement by delivering written notice to Seller, the other party on or before the Closing Date; or (ii) close notwithstanding the non-satisfaction of such condition (in which event case such party shall be deemed to have waived such non-satisfied condition, and there shall be no liability on the part of the other party hereto for any inaccuracies of representations and warranties of which the party electing to close had knowledge at the Closing). If either Buyer or Sellers elects to terminate this Agreement pursuant to the foregoing, the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser the applicable party as provided in Section 3.1; provided, however, nothing contained in this Section 7.2 shall affect the rights and remedies of Sellers under Section 10.1 and of Buyer under Section 10.2, in each case to the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)extent applicable.

Estoppels. By that date which is not No later than ten two (102) business days before prior to the Closing Date (Date, Purchaser shall have received a tenant estoppel certificate, substantially in the "Estoppel Delivery Deadline")form attached hereto as Exhibit G, Seller shall obtain an estoppel certificate from (a) reasonably satisfactory to Purchaser, signed by each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, N▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇▇ Corporation, Inc. (each a "Required Tenant Estoppel" National Union Fire Insurance Company of Pittsburgh, PA, and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇Lord A▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline & Co LLC (each an "Other “Tenant Estoppel" Estoppel Certificate”) and together, the "Other Tenant Estoppels") each dated not no earlier than thirty forty-five (3045) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels Closing Date and which substantially confirms or is consistent with the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions information in the Leases which establish and/or limit the contents and responsive time requirements of each respective TenantRent Roll. Seller shall be entitled to execute adjourn the Closing for up to thirty (30) days to facilitate obtaining said Tenant Estoppel Certificates, or otherwise establish to Purchaser’s reasonable satisfaction that the tenants identified on the Rent Roll (as hereinafter defined) have accepted occupancy, are paying rent as set forth in their leases and deliverthat neither the tenant or the landlord is in material default of their respective obligations under said leases. Failure to obtain such Tenant Estoppel Certificates shall not be a default or breach of this Agreement. Purchaser’s sole and exclusive remedy for Seller’s failure to obtain or provide the Tenant Estoppel Certificates no later than the time provided above, provided that Seller has promptly requested and diligently pursued the Tenant Estoppel Certificates, shall be to terminate this Agreement upon not less than five (5) business days prior written notice (herein the “Termination Notice”), provided however that Seller shall have the right to nullify the Termination Notice in the event Seller obtains or provides the Tenant Estoppel Certificates within five (5) business days after the receipt by Seller of the Termination Notice. Purchaser agrees not to unreasonably withhold Purchaser’s consent to any changes requested by any tenant to the form attached hereto as Exhibit G which is consistent with the tenant’s obligations under its lease with respect to the Tenant Estoppel Certificate. In no event shall Seller be obligated to deliver updates to any Tenant Estoppel Certificate dated within forty-five (45) days of the Closing date. No later than three (3) business days after prior to the Estoppel Delivery DeadlineClosing Date, a Seller's overlay estoppel with respect Seller shall also provide to any Lease for which Purchaser an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that Certificate executed by Colgate Center Property Owners’ Association substantially in the event that form set forth in Exhibit G-2 reasonably satisfactory to Purchaser, and dated no earlier than forty-five (45) days prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)Date.

Estoppels. By that date which is not later than ten (10a) days before the Closing Date (the "Estoppel Delivery Deadline"), [Seller shall use its commercially reasonable efforts to obtain an estoppel certificate from [The Board of Managers] of the Condominium prior to Closing with respect to the Condominium Declaration (athe “Condominium Estoppel”) substantially in the form of Exhibit B attached hereto; and] [if applicable] (b) [Within ten (10) Business Days after the date of this Agreement, Seller shall request an estoppel certificate from [Landlord] with respect to the [Landlord] Lease (the “[Landlord] Estoppel”) substantially in the form of Exhibit C attached hereto. Notwithstanding the foregoing, Purchaser acknowledges that receipt of an executed [Landlord] Estoppel from [Landlord] shall not constitute a precondition to Purchaser’s obligation to consummate the transactions contemplated herein.] [if applicable] (c) [Within ten (10) Business Days after the date of this Agreement, Seller shall request an estoppel certificate from the lenders under the Existing Mortgage Loan with respect to the Existing Mortgage Loan Documents (the “Existing Mortgage Loan Estoppel”) substantially in the form of Exhibit D attached hereto. Notwithstanding the foregoing, Purchaser acknowledges that receipt of an executed Existing Mortgage Loan Estoppel from the lenders shall not constitute a precondition to Purchaser’s obligation to consummate the transactions contemplated herein.] [if applicable] 8.12.2 Seller agrees that it shall use commercially reasonable efforts to obtain executed tenant estoppel letters (“Estoppel Certificates”) from all Tenants provided, however, that Seller shall be required to deliver Estoppel Certificates at Closing from (i) , AND (ii) 75% (based on occupied square footage) of the remaining Tenants (the estoppel certificates described in the foregoing (i) and (ii) being hereinafter referred to collectively as the “Required Estoppel Certificates”). Seller hereby agrees that it shall deliver the form of estoppel certificate attached hereto as Exhibit F (the “Standard Form of Estoppel Certificate”) to each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel")signature; provided, however, that in the event Purchaser hereby acknowledges and agrees that prior to Closing, Seller delivers to Purchaser the previously undelivered it shall accept any Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and Certificate which (A) is dated within sixty (60) days of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date and (B) is substantially in the form of the estoppel certificate attached to each such Tenant’s Lease or, with respect to any Lease that does not include a form of estoppel certificate, an estoppel certificate which substantially incorporates the estoppel provisions expressly contained in any such Lease (the estoppel described in this clause (B) being hereinafter referred to as the “Tenant’s Form of Estoppel Certificate”); provided, further, that to be considered an Estoppel Certificate which satisfies the requirements of this Section 8.12.2, the certificate shall conform to, and not be materially and adversely inconsistent with, Tenant’s Form of Estoppel Certificate and in all cases, shall not allege any material default. Seller fails shall not be required to expend any money (other than nominal sums), provide any financial accommodations or commence any litigation in connection with obtaining any Estoppel Certificates and Purchaser agrees that delivery of Estoppel Certificates other than the Required Estoppel Certificates shall not be a condition to Closing hereunder. If for any reason Seller is unable to deliver any of the Required Estoppel Certificates [or the Condominium Estoppel] on the Closing Date, either Seller or Purchaser may, each in its sole discretion, adjourn the Scheduled Closing Date from time to time for a period not to exceed ninety (90) days, during which period Seller shall use commercially reasonable efforts to obtain such missing Required Estoppel Certificates [or the Condominium Estoppel]. 8.12.3 Seller in its sole discretion shall have the right, but not the obligation, to provide to Purchaser Seller’s own estoppel in lieu of any one of the Required Estoppel Certificates (other than for any of the Tenants listed in clause (i) of Section 8.12.2 above) but in no event for more than 15% of the tenanted office space in the Premises if any one such Tenant delivers an estoppel alleging a default or other irregularity, or if Seller is unable to procure a sufficient number of Required Tenant Estoppels Estoppel Certificates to satisfy the provisions of Section 8.12.2 above (but in no event for more than 15% of the tenanted office space in the Premises), and to thereby satisfy the condition to Closing in respect of such Required Estoppel Certificates. Any such estoppel shall provide that Seller shall indemnify Purchaser if any of the defaults or (ii) Other Tenant Estoppels and/or irregularities alleged by the Seller's Estoppel, then Purchaser applicable Tenants are correct. Any such estoppel and indemnity delivered by Seller shall be entitled, at Purchaser's sole option, regardless of deemed to be rescinded and terminated to the time, to either waive extent the requirement for any such Estoppel and proceed to Closing, agree to extend information contained therein is subsequently confirmed by an estoppel delivered by the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)applicable Tenant.

Estoppels. By that date which is not Seller shall use its reasonable efforts to secure and deliver to Purchaser, no later than ten two (102) business days before the Closing Date (the "Date, Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate Certificates from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) under all Tenant Leases substantially in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, form attached hereto as Exhibit "F" (ii) or in the Triangle: Whole Foods and Anthropologieevent that the Tenant Lease prescribes the form of estoppel, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) form prescribed by the Tenant Lease). Seller has delivered to Purchaser for Purchaser's review and approval and Purchaser hereby acknowledges its receipt and approval of completed forms of Estoppel Certificates for all Tenant Leases to be delivered by Seller to the net rentable area PURCHASE AND SALE AGREEMENT 30 Tenants. It shall be a condition to Closing that Seller obtain and deliver to Purchaser executed Estoppel Certificates substantially in the ▇▇▇▇▇▇▇ Curve Improvementsform attached hereto as Exhibit "F" (or in the event that the Tenant Lease prescribes the form of estoppel, in the Triangle Improvements and form prescribed by the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels"Lease) each dated not no earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Closing Date disclosing no defaults or exceptions objectionable to Purchaser from (i) each Tenant Estoppels and under a Tenant Lease for which the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form lease term has commenced which individually leases 9,000 or more leased square footage of the proposed Estoppels Improvements and (ii) Tenants under a Tenant Lease for which the lease term has commenced whose combined leased square footage is at least seventy-five percent (75%) of the remaining leased square footage of the Improvements. Seller shall use reasonable efforts to obtain the Estoppel Certificates, but Seller shall not have any obligation to make any payment of money, grant any economic concessions to any tenant or commence litigation against any tenant to obtain any Estoppel Certificate. Any failure to obtain the required Estoppel Certificates or to satisfy Section 7.2(a)(ii) by delivering a Seller's Certificate as soon as possible after provided in Section 7.2(b) shall only constitute a failure of a condition precedent to Closing and shall not constitute a breach or default by Seller under this Agreement. Seller, at its sole option, may elect to satisfy Section 7.2(a)(ii) to the Effective Date hereofextent provided hereinbelow by delivering one or more representation certificates of Seller ("Seller's Certificate") representing that to Seller's actual knowledge (i) the copy of the Tenant Lease attached thereto is true and correct; (ii) there are no defaults by the landlord or the Tenant (or disclosing any such defaults); and (iii) the Tenant Lease is in full force and effect; provided, taking into account any provisions that, Seller may only deliver Seller's Certificates covering up to 10,000 leased square feet at the Improvements in the Leases aggregate. If Seller subsequently obtains an Estoppel Certificate from a Tenant for which establish and/or limit Seller has delivered a Seller Certificate, the contents delivered Seller Certificate shall be null and responsive time requirements void, and Purchaser shall accept such Estoppel Certificate in its place. In the event that Seller is unable to satisfy the Estoppel Certificate condition in Section 7.2(a) or 7.2(b), Purchaser may elect to terminate this Agreement by giving written notice of each respective Tenant. such termination to Seller and thereupon Purchaser shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless return of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the Earn▇▇▇ ▇▇▇ey Deposit pursuant to the terms of the Earn▇▇▇ ▇▇▇▇ Money (together with all interest earned thereon) ey Escrow Agreement. Seller shall be returned also use reasonable efforts to Purchaser and obtain an executed estoppel certificate from each of the parties shall have no further obligations lessors under the Agreement Ground Leases (except for any such obligations which survive the termination thereof)."Ground Lease Estoppels") in

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each In accordance with the further terms and conditions of this Section 6.3, Sellers shall use their respective commercially reasonable efforts to provide Conforming Estoppels from the Tenants. Notwithstanding the foregoing, at a minimum Sellers shall deliver to Buyer at or prior to Closing a Conforming Estoppel (as hereinafter defined) from: (i) all Tenants that are open and occupying more than 10,000 square feet of space, which as of the following Original Effective Date are those Tenants or occupants of the premises commonly known as listed on Schedule 6.3 attached hereto and incorporated herein (each a "“Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, ”); (ii) in the Triangle: Whole Foods and Anthropologie, intentionally omitted; and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. such additional Tenants (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with other than the Major Tenants) occupy under the Leases with an original term of more than twelve (12) months (such additional tenants, the “Non-Major Tenants”) so that the Conforming Estoppels obtained from the Non-Major Tenants and the Major Tenants collectively cover in the aggregate not less than eighty ninety percent (8090%) of the net rentable overall total open and occupied gross leasable area PURCHASE AND SALE AGREEMENT 30 of each Property that are subject to Leases with an original term of more than twelve (12) months. The Conforming Estoppels required to be delivered pursuant to subparts (i), (ii) and (iii) in the ▇▇▇▇▇▇▇ Curve Improvementspreceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. For the avoidance of doubt, there is no requirement or obligation for Sellers to obtain estoppels from the tenants or occupants under the Temporary Occupancy and Ancillary Agreements, including, without limitation, the Triangle Improvements Solar Leases. b) Each Required Estoppel shall: (i) be substantially in the form of Exhibit “G” attached hereto and made a part hereof unless a Tenant is required or permitted under the NHP Improvements which is actually open for business 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 “G”), then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the public extent that such changes are consistent with the minimum requirements set forth in such Tenant's lease; (ii) show no material adverse matters (which for purposes hereof shall mean only and operating specifically the following: any material default by a Seller, as landlord under the Lease, or any material facts that contradict any of the Estoppel Delivery Deadline express representations or warranties of Sellers set forth in this Agreement in any material and adverse respect, or any material facts that contradict any of the material facts or statements set forth in the Lease in any material and adverse respect, any such matters contained in this parenthetical being “Adverse Matters”), and (each an "Other Tenant Estoppel" and togetheriii) be executed by the applicable Tenant, the "Other Tenant Estoppels") each dated not earlier than thirty the Original Effective Date (30a tenant estoppel certificate meeting the requirements contained in this sentence shall be a “Conforming Estoppel”). Buyer hereby agrees that any estoppel certificate that is executed by DocuSign or any other electronic signature shall be a Conforming Estoppel as long it otherwise complies with the requirements of this Section 6.3(b). Further, Buyer acknowledges and agrees that: (A) tenants may reserve the right to assert certain claims, defaults, violations or defenses arising out of the COVID-19 pandemic (the “COVID-19 Claims”) in such tenant’s Tenant Estoppel; (B) any COVID-19 Claims shall not constitute grounds for Buyer to object to such Tenant Estoppel; and (C) the existence of any COVID-19 Claims will not constitute a breach by Sellers under this Agreement, will not result in a reduction or other modification of Buyer’s obligations under this Agreement, and will not otherwise be grounds for Buyer to terminate or delay the Closing under this Agreement. c) Buyer shall, within two (2) business days prior after Buyer's receipt of any executed Tenant Estoppels from Sellers, respond to the Estoppel Delivery Deadline. The Required Sellers in writing with any specific comments or concerns that Buyer has with respect to such Tenant Estoppels as a result of Buyer's review of such Tenant Estoppels and the Other applicable Lease for such tenant. If Buyer fails to respond to Sellers within such two (2) business day period, the Tenant Estoppels may sometimes delivered by Sellers shall be referred deemed accepted by Buyer. d) Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant's Lease shall satisfy the delivery requirement for such tenant under this Agreement. Notwithstanding anything herein contained to hereinafter collectively as the "contrary, in the event Seller has not obtained the Conforming Estoppel(s) from any Non-Major Tenant(s) after making commercially reasonable efforts to obtain same, such Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels". The parties ”) at or prior to Closing for any such Non-Major Tenants, which Seller Estoppels shall agree on be substantially in the form of Exhibit “G-2”; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted with respect to the proposed Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Conforming Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels; provided, however, in no event shall Buyer be required to accept Seller Estoppels in excess of ten percent (10%) of the gross leased area at any Shopping Center. The statements made by any Seller in any Seller Estoppel shall be deemed to be representations and warranties of such Seller contained in this Agreement to the same extent, and with the same effect, as soon if such representations and warranties were set forth in Section 9.1 of this Agreement and shall be subject to the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Cap (as possible after hereinafter defined) and the Effective Survival Period, but expressly excluding the Floor (as hereinafter defined). Notwithstanding anything contained herein to the contrary, each Seller Estoppel shall be released on the earlier to occur of (x) the date upon which Tenant executes its own Conforming Estoppel and delivers the same to Buyer, and (y) the expiration of the Survival Period. e) In the event Sellers have been unable to obtain the Required Estoppels at or prior to Closing, Sellers shall have the right, upon written notice to the Buyer, to extend the Closing Date hereofby up to ten (10) days in order to allow Sellers additional time to obtain all Required Estoppels. Sellers shall have no obligation to update any Conforming Estoppels described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, taking into account any provisions if Buyer has not received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended), Sellers shall not be deemed in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and the terms of Section 11 of this Agreement shall control. f) Additionally, Sellers agree to request Subordination, Non-Disturbance and Attornment Agreements (“SNDAs”) in a commercially reasonable form as may be provided by Buyer or Buyer’s lender, from such Tenants under the Leases which establish and/or limit as may be requested by Buyer’s lender; provided, however, nothing contained in this Agreement shall obligate Sellers to obtain, negotiate or otherwise complete any SNDAs on behalf of Buyer or Buyer’s lender, and delivery of any SNDAs shall not be a condition to Buyer’s obligation to close on the contents purchase of the Property pursuant to the terms of this Agreement. Buyer shall deliver the identity of its lender to Sellers, together with the fully completed SNDA forms as to such tenants where Buyer’s lender is requesting an SNDA, by no later than the expiration of the Due Diligence Period. g) Sellers agree to request and responsive time requirements of exert commercially reasonable, good faith and diligent efforts to obtain a REA estoppel (each respective Tenanta “REA Estoppel”) from such parties as reasonably requested by Buyer in its Title Objections. Seller Sellers shall be entitled to execute and deliver, request the REA Estoppels within three two (32) business days after expiration of the Due Diligence Period and deliver evidence of such requests to Buyer; provided, however, nothing contained in this Agreement shall obligate Sellers to obtain, negotiate or otherwise complete an REA Estoppel Delivery Deadlineon behalf of Buyer, and delivery of any REA Estoppel shall not be a condition to Buyer’s obligation to close on the purchase of the Properties pursuant to the terms of this Agreement. After making such request, Sellers shall cooperate, at no cost to Sellers, with Buyer and facilitate Buyer’s efforts to negotiate and obtain each REA Estoppel. For purposes of this Section 6.3(g), Sellers shall be deemed to have exerted commercially reasonable efforts by initially delivering a REA Estoppel on behalf of Buyer and sending up to two (2) written follow-up requests by e-mail thereafter on behalf of Buyer to such REA Estoppel party. h) Peach Street I Seller shall use commercially reasonable efforts to obtain an estoppel certificate from the Ground Lessor under the Ground Lease in substantially the form attached hereto as Exhibit “M” showing no material default by the Peach Street I Seller's overlay estoppel with , as ground lessee under the Lease, or any facts that contradict any of the express representations or warranties of Peach Street I Seller set forth in this Agreement in any material and adverse respect, or any facts that contradict any of the facts or statements set forth in the Ground Lease in any material and adverse respect to any (the “Ground Lease for which an Estoppel has not been procured (a "Seller's Estoppel"”); provided, however, if the Peach Street I Seller is unable to obtain the Ground Lease Estoppel, after having exerted commercially reasonably efforts, then Peach Street I Seller’s failure to obtain the Ground Lease Estoppel shall not be deemed to be a default by Sellers under this Agreement and shall not be deemed to be a failure of a condition to Closing. i) The Wrangleboro Seller shall use commercially reasonable efforts to provide estoppel certificates from SunEdison showing no material default by Wrangleboro Seller, under each Solar Lease, or any facts that contradict any of the express representations or warranties of the Wrangleboro Seller set forth in this Agreement in any material and adverse respect, or any facts that contradict any of the facts or statements set forth in the applicable Solar Lease in any material and adverse respect. Wrangleboro Seller’s ability to obtain such estoppels shall not be a condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement and in no event that prior shall Wrangleboro Seller’s failure to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from obtain any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon estoppel certificate be deemed null and void and to be a default by Sellers under this Agreement or a failure of no further force and effect. Notwithstanding the foregoing, in the event that by the a condition to Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)this Agreement.

Estoppels. By that date which is not later than ten (10i) days before In accordance with the Closing Date (the "Estoppel Delivery Deadline")further terms and conditions of this Section 6.3, Seller shall obtain an use its commercially reasonable efforts to provide tenant estoppel certificate certificates (the “Tenant Estoppels”) from all the tenants under the Leases. Notwithstanding the foregoing, Buyer’s obligation to purchase the Property shall be conditioned upon Seller delivering to Buyer at or prior to Closing a Tenant Estoppel from: (ai) each all tenants that are open and occupying more than 10,000 square feet of space, which as of the following Tenants or occupants of the premises commonly known as Effective Date are Marshalls/Homegoods, ▇▇▇▇ Dress for Less, Old Navy, Best Buy, Burlington, Bealls, Ulta, Market by Macy’s, Cost Plus World Market, Nike, Havertys, Staples, Petsmart and LA Fitness (each a "“Major Tenant" ”); and together, (ii) tenants under the "Leases leasing that are subject to Leases with an original term of more than twelve (12) months (“Non-Major Tenants"): ”) such that the Tenant Estoppels obtained are not less than eighty-seven percent (87%) of the open and occupied gross leasable area of the Property (inclusive of the Major Tenants). The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. Buyer and Seller acknowledge and agree that any tenant that has declared bankruptcy with no assignment of such tenant’s Lease shall not be a “Required Estoppel” and shall not count towards the gross leaseable area of the Property. If Seller is unable to deliver the Required Estoppels to Buyer on or prior to the Closing Date, then Buyer may terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Curve: On A WhimDeposit to Buyer, Republic Gastropuband thereafter no party hereto shall have any further rights, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, claims or liabilities hereunder (except as set forth herein). ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) The form of the net rentable area PURCHASE AND SALE AGREEMENT 30 Tenant Estoppel shall be substantially in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date Exhibit "G" attached hereto and made a part hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); 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 the event that prior to Closinga certification of such nature than are set forth on Exhibit "G", Seller delivers to Purchaser the previously undelivered Estoppel from then Buyer shall accept any such Tenant, the Seller's Estoppel relating estoppel certificate and any modifications made to such Lease estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such tenant's lease; and provided further, however, that under no circumstances shall thereupon Buyer be deemed null and void and required to accept any tenant estoppel certificate delivered in connection with this Section 6.3 to the extent such estoppel certificate (a) contains any allegation of no further force and effect. Notwithstanding failure of Landlord to perform any material obligation under the foregoingapplicable Lease, in (b) indicates any default under the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels applicable Lease, or (iic) Other materially and adversely conflict with the Due Diligence Material or any of Seller’s representations under this Agreement. iii) Seller shall deliver to Buyer any written responses received from tenants to the request for a Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitledrevised drafts of any Tenant Estoppels, at Purchaser's sole optionand/or any signed Tenant Estoppel received by Seller promptly following Seller’s receipt thereof. Buyer shall, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen within two (152) additional business days or, terminate the Agreement by notice to Seller, in which event the after ▇▇▇▇▇▇▇ Money 's receipt of any such Tenant Estoppel from Seller, respond to Seller in writing with any specific comments or concerns that Buyer has with respect to such Tenant Estoppels as a result of Buyer's review of such Tenant Estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Seller within such two (together with all interest earned thereon2) business day period, the Tenant Estoppels delivered by Seller shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)deemed accepted by Buyer.

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of It will be a condition to Closing that Seller obtain and deliver to Purchaser at least three (3) Business Days prior to the following Tenants or occupants of Closing Date, from the premises commonly known as major tenants listed on Exhibit D-1 (each a "Major Tenant" and together, the "“Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels"”) and (b) those remaining other Tenants who (together with leasing space which when added to the Major Tenants) occupy in the aggregate not less than Tenants aggregates at least eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in leased space at the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the executed estoppel certificates (“Tenant Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's EstoppelCertificates"), with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, that (1) the Tenant Estoppel Certificate for the Centex Service Company Lease (the “Centex Service Company Estoppel Certificate”) will be in the event form attached hereto as Exhibit S with no material modifications thereto, and (2) with respect to the Tenant Estoppel Certificates other than the Centex Service Company Estoppel Certificate, Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that prior the information included in such estoppel is not inconsistent with (x) the factual information disclosed to ClosingPurchaser in writing on or before June 13, 2005, (y) the representations, warranties and covenants of Seller contained in this Agreement, and (z) the information included in the estoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a). In addition, notwithstanding the eighty percent (80%) requirement set forth above, it will be a condition to Closing that Seller obtain and deliver to Purchaser Tenant Estoppel Certificates for all Tenant Leases under which Seller or an Affiliate of Seller is the tenant thereunder (including, but not limited to, the Centex Service Company Estoppel Certificate) (collectively, the “Centex Estoppel Certificates”). On or before August 12, 2005, Seller delivers will deliver to Purchaser completed forms of estoppel certificates, in the previously undelivered Estoppel from any form attached hereto as Exhibit D-2 and containing the information contemplated thereby, for all Tenants (other than Centex Service Company). Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such Tenantforms as completed by Seller, the Seller's Estoppel relating or (ii) setting forth in detail all changes to such Lease shall thereupon forms which Purchaser believes to be deemed null appropriate to make the completed forms of estoppel certificates accurate and void complete. In the event Seller objects to Purchaser’s changes to the form of the estoppel certificate, Seller and Purchaser hereby agree to reasonably cooperate with each other to timely develop an acceptable estoppel certificate. (b) Exclusive of no further force and effect. Notwithstanding the foregoingCentex Estoppel Certificates, in the event that by Seller fails, for any reason, to deliver to Purchaser the required number of acceptable Tenant Estoppel Certificates in accordance with the provisions of Section 7.2 at least three (3) Business Days prior to the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's EstoppelDate, then Purchaser shall Seller will not be entitleddeemed in default hereunder, at and Purchaser's ’s sole optionremedy, regardless of except as provided in the timeimmediately following sentence, will be to either waive terminate this Agreement whereupon the requirement for any such Estoppel and proceed to Closing, agree to extend Title Company will return the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇E▇▇▇▇▇▇ Money (together with all interest earned thereonDeposit to Purchaser, and both parties will be relieved of any further obligations hereunder, except for the Termination Surviving Obligations. Notwithstanding anything herein to the contrary, in the event Seller fails to deliver to Purchaser the Centex Estoppel Certificates as required by Section 7.2(a) above, Seller shall be returned to in default of this Agreement and Purchaser and the parties shall have no further obligations the rights and remedies provided under the Agreement (except Section 13.1 below for any such obligations which survive the termination thereof)Seller default.

Estoppels. By that date which is not later than ten a) In accordance with the further terms and conditions of this Section 6.3, at least three (103) business days before the Closing Date prior to Closing, Sellers shall provide tenant estoppel certificates (the "Estoppel Delivery Deadline")“Tenant Estoppels”) from the tenants under the Leases dated no earlier than August 1, 2025. Seller shall obtain an estoppel certificate from (a) prepare and deliver Tenant Estoppels to each of the following Tenants or occupants with Leases at its Property. Buyer will provide Seller with the name of ▇▇▇▇▇’s lender no later than five (5) days prior to the expiration of the premises commonly known as Due Diligence Period and if no name is available, then Seller shall send out the Tenant Estoppels running generically to Buyer’s lender; provided, however, that if no name is available five (each 5) days prior to the expiration of the Due Diligence Period and a "Major Tenant" and togethertenant refuses to name Buyer’s lender generically, Buyer shall not have the "Major Tenants"): right to object to such Tenant Estoppel on the basis that it is not certified to Buyer’s lender (either specifically or generically). Notwithstanding the foregoing, Sellers shall only be required to deliver to Buyer at or prior to Closing a Tenant Estoppel from: (i) in with respect to the Southmont Property, the following tenants: (A) Dick’s Sporting Goods, Best Buy, ▇▇▇▇ Dress for Less, ▇▇▇▇▇▇ Curve: On A Whim& Noble, Republic GastropubMichaels, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon Staples and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. Dollar Tree (each a "Required Tenant Estoppel" “Southmont Major Tenant” and together, the "Required Tenant Estoppels") a “Major Tenant”); and (bB) those remaining Tenants who (together with tenants under the Major Tenants) occupy in the aggregate Leases leasing on a collective basis not less than eighty forty percent (8040%) of the net rentable remaining open and occupied gross leasable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline Southmont Property that are subject to Leases with an original term of more than twelve (12) months (each an "Other Tenant Estoppel" a “Southmont Non-Major Tenant” and together, the "Other Tenant Estoppels"a “Non-Major Tenant”); (i) each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured the East Hanover Property, the following tenants: (A) Homesense, Homegoods and Sierra Trading Post (each a "Seller's Estoppel"“East Hanover Major Tenant” and a “Major Tenant”); provided, however, and (B) tenants under the Leases leasing on a collective basis not less than forty percent (40%) of the remaining open and occupied gross leasable area of the East Hanover Property that in the event that prior are subject to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Leases with an original term of more than twelve (12) months (each a “East Hanover Non-Major Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null ” and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or a “Non-Major Tenant”); and (ii) Other with respect to the Stow Property, the following tenants: (A) Giant Eagle, Kohls, Hobby Lobby, TJ Maxx, Homegoods, Old Navy, Pet Supplies Plus and Ulta Beauty (each a “Stow Major Tenant” and a “Major Tenant”, and collectively with the Southmont Major Tenants and the East Hanover Major Tenants, the “Major Tenants”); and (B) tenants under the Leases leasing on a collective basis not less than thirty-five percent (35%) of the remaining open and occupied gross leasable area of the Stow Property that are subject to Leases with an original term of more than twelve (12) months (each a “Stow Non-Major Tenant” and a “Non-Major Tenant”, and collectively with the Southmont Non-Major Tenants and the East Hanover Non-Major Tenants, the “Non-Major Tenants”). The Tenant Estoppels and/or required to be delivered pursuant to the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, preceding sentence and that are a condition to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not as more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof).particularly set forth herein are defined collectively as the

Estoppels. By that date which is not A. (i) Seller shall endeavor to secure and deliver to Purchaser, no later than ten three (103) days before Closing, estoppel certificates from all tenants under the Closing Date Leases (but excluding any subtenants under subleases), substantially in the form of Exhibit C attached hereto (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") provided such estoppel certificates may be delivered in escrow subject to Closing occurring hereunder. (ii) Purchaser's obligation to close this transaction is subject to the condition that: (a) Seller has delivered to Purchaser Tenant Estoppels as aforesaid from National Rural Telecommunications Cooperative ("NRTC"), Geneva Software, Inc, DynCorp, General Dynamics Advanced Information Systems, Inc., and PSCU Service Centers, Inc., each of which Tenants occupy at least a full floor of a Building (the "Required Estoppels") provided however, with the exception of NRTC, Seller may in lieu of providing one of the Required Estoppels from one of the full floor Tenants, provide estoppel certificates from two partial floor Tenants. (b) those remaining Tenants who the Leases shall be in full force and effect and no material default or claim by landlord or tenant shall exist or have arisen under the Leases that was not specifically disclosed in the Rent Roll attached hereto as Exhibit H (together the "Rent Roll") and the estoppel certificates shall reflect no facts at material variance with the Major Tenants) occupy facts disclosed on the Rent Roll and in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business Leases as delivered by Seller to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days Purchaser prior to the Estoppel Delivery Deadlinedate hereof. The Required Tenant Estoppels For a monetary default(s) to be deemed material or for an estoppel to be deemed at material variance with the Rent Roll they must have an aggregate value inclusive of any other monetary defaults in excess of $250,000.00. If any of the conditions to Purchaser's obligation to close this transaction set forth in Paragraph 2. 3.A.(ii) have not been satisfied by the date of Closing, Purchaser shall have the option, as its sole and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree exclusive remedy, on the form Closing date of either terminating this Agreement and receiving a refund of the proposed Estoppels as soon as possible after the Effective Date hereofDeposit, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel or proceeding with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver on the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppeldate scheduled therefore, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, with no abatement in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)Purchase Price.

Estoppels. By that date which is not later than ten Seller shall have delivered to Buyer prior to the Closing Date, Tenant estoppels, executed within sixty (1060) days before of the Closing Date and in the form of Exhibit "G-1", either directly to the benefit of Buyer or assigned by Seller to Buyer, and without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel Exceptions (the as defined below) ("Estoppel Delivery DeadlineTenant Estoppels"), Seller shall obtain an estoppel certificate ) from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) Tenants leasing, in the ▇▇▇▇▇▇▇ Curve: On A Whimaggregate, Republic Gastropubas of the Effective Date, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, not less than seventy- five percent (ii75%) of the total leased space in the Triangle: Whole Foods and AnthropologieProperty, and (iii) in NHP: Starbucks, with the exception of O'Flaherty & Belgum ▇▇▇ ▇▇▇▇ & Company and D▇▇▇, ▇nd (ii) all Tenants leasing, as of the Effective Date, more than 3,000 square feet of net rentable area of the Property, with the exception of O'Flaherty & Belgum ▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇ & D▇▇▇ Curve Improvements, the Triangle Improvements (▇t bei▇▇ understood and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible agreed that Leases entered into after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller approved or deemed approved by Buyer shall be entitled deemed to execute and deliverhave approved Tenant Estoppels); provided, within three (3) business days after the Estoppel Delivery Deadlinehowever, a Seller's overlay estoppel that, with respect to any Lease for which an one or more particular premises in the Property, Seller may, in lieu of delivering to Buyer a Tenant Estoppel has not been procured (to meet such condition, deliver a "Seller's Estoppel" with respect to such leased space, in the form of Exhibit "G-2" attached hereto (or a portion thereof, as needed), subject only to Permitted Estoppel Exceptions; provided, further, however, that in the event that prior Seller thereafter delivers a Tenant Estoppel to ClosingBuyer with respect to the same Lease (either before or after the Closing Date), Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the then Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effecteffect with respect to the Lease covered by such Tenant Estoppel, if and to the extent that the Tenant Estoppel is consistent with the previously delivered Seller's Estoppel. Notwithstanding As used herein, "Permitted Estoppel Exceptions" means all of the foregoing, in the event that by the Closing Date Seller fails to deliver the following: (i) Required a Tenant's failure to include (after Seller's delivery of the Tenant Estoppels or Estoppel to Tenant in the form of Exhibit "G-1"), Paragraph 10 of Exhibit "G-1"; and (ii) Other Tenant Estoppels and/or a Tenant's disclosure of information (x) consistent with the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless Lease of the timeTenant, or inconsistent with such Lease in an immaterial respect, or (y) known to either waive or made available to Buyer prior to expiration of the requirement for any such Estoppel and proceed Investigation Period in connection with Buyer's review of materials pursuant to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)Section 5 above.

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) It will be a condition to Closing that Seller obtain and deliver to Purchaser, from each of the following Tenants or occupants of the premises commonly known as major tenants listed on EXHIBIT D-1 (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant EstoppelsMAJOR TENANTS") and (b) those remaining other Tenants who (together with leasing space which when added to the Major Tenants) occupy in the aggregate not less than eighty percent (80%) Tenants aggregates at least 75% of the net rentable area PURCHASE AND SALE AGREEMENT 30 in leased space at the ▇▇▇▇▇▇▇ Curve Improvements, executed estoppel certificates, with no material modifications from the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating estoppel certificate form attached hereto as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel")EXHIBIT D-2; provided, however, (i) to the extent that the form as so completed requires information not required of a Tenant under the provisions of its Tenant Lease, Seller will exercise good faith efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall satisfy the requirement of this Section 7.2(a), and (ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that prior the information included in such estoppel is not inconsistent with the information included in the estoppel form completed for such Tenant pursuant to Closingthe below provisions of this Section 7.2(a). Within five (5) Business Days after the Effective Date, Seller delivers will deliver to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and completed forms of no further force and effect. Notwithstanding the foregoingestoppel certificates, in the event that form attached hereto as EXHIBIT D-2 and containing the information contemplated thereby, for all Tenants. Within five (5) Business Days following Purchaser's receipt thereof, Purchaser will send to Seller notice either (i)approving such forms as completed by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by EXHIBIT D-2. Seller will then circulate the tenant estoppels to the Tenants and exercise good faith efforts to obtain execution of same by the Tenants. Seller shall deliver each estoppel certificate executed by a Tenant Estoppels and/or the (whether or not in compliance herewith) to Purchaser promptly following Seller's Estoppelreceipt thereof. Notwithstanding anything contained herein to the contrary, in no event shall Seller's failure to obtain the required number of acceptable estoppel certificates in accordance with the provisions of this Section 7.2(a) constitute a default by Seller under this Agreement. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as EXHIBIT E (a "SELLER Certificate") for up to 10% of the space leased by non- Major Tenants. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof, from a Tenant for which Seller has delivered a Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (c) If, as of the fifth (5th) day prior to the Closing Date, Seller has not obtained and furnished to Purchaser executed estoppel certificates (or a combination of executed estoppel certificates and Seller Certificates permitted under Section 7.2(b) above) sufficient to satisfy the condition set forth in Section 7.2(a), then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either may (i) waive the requirement for any such Estoppel foregoing condition precedent and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen ; or (15ii) additional days or, terminate the Agreement by notice to Sellerthis Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit (together with all interest earned thereonless the Independent Consideration, which shall be paid over to Seller) shall be returned to Purchaser and the parties shall neither Seller nor Purchaser will have no any further obligations obligation under the this Agreement (except for any such obligations which survive the termination thereof)Termination Surviving Obligations.

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in Sellers shall have received from tenants (which tenants shall include the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (iitenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) in of the Triangle: Whole Foods and Anthropologie, and (iiiSeller Disclosure Letter) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty leasing at least seventy-five percent (8075%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the ▇▇▇▇▇▇▇ Curve ImprovementsEstoppel attached as Exhibit D hereto), the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier more than thirty sixty (3060) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the proposed Estoppels form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as soon as possible after the Effective Date hereofExhibit D hereto. The Company hereby acknowledges and agrees that, taking into account in lieu of any provisions one or more of such Estoppels, MPLP may deliver a 109 landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases which establish and/or limit and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the contents Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three its lender (3) business days after as defined in the Estoppel Delivery Deadlineattached as Exhibit E hereto), a Seller's overlay estoppel with respect to any Lease for which an Estoppel has dated not been procured more than sixty (a "Seller's Estoppel"); provided, however, that in the event that 60) days prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver in either (A) the (i) Required Tenant Estoppels form of Estoppel attached as Exhibit E hereto or (iiB) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless form of Estoppel returned by the time, lessor whose Estoppel is being sought pursuant to either waive this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the requirement for any such form of Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)attached as Exhibit E hereto.

Estoppels. By that date which is not later than ten (101) days before It shall be a condition precedent to Purchaser’s obligation to make the Buyer Loan and subsequently consummate the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" that Purchaser receive and together, the "Major Tenants"): reasonably approve (i) in tenant estoppel certificates from the ▇▇▇▇▇▇▇ Curve: On A WhimMajor Tenants (hereinafter defined) and such additional tenants under Leases that, Republic Gastropubexclusive of Major Tenants, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in occupy at least 75% of the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. remaining leased square footage of the Property (each individually, a "Required “Tenant Estoppel" ” and togethercollectively, the "“Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements”), the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Tenant Estoppel certificate attached as Exhibit K-1 or on the form promulgated by the tenant (if a national tenant) or required by the applicable Lease, and (ii) estoppel certificates from each person that is subject to a reciprocal easement and operating agreement (or similar agreement) (each, an “REA”) affecting the Property (each, an “REA Estoppel” and collectively, the “Required REA Estoppels”), on the form of the REA Estoppel certificate attached as Exhibit K-2 or on the form required by the applicable REA. All Required Tenant Estoppels as soon as possible and Required REA Estoppels (collectively, the “Required Estoppels”) shall be dated after the Effective date of this Agreement (but not more than one (1) monthly pay period prior to the Initial Closing Date hereofand the Final Closing Date, taking into account any provisions as applicable), in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three form prescribed by this Section 6(e). (32) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such TenantAs used herein, the Seller's Estoppel relating to such Lease “Major Tenants” shall thereupon be deemed null mean King Soopers, Big Lots, Conditioning Spa, Ben’s Furniture, Ace Hardware and void and of no further force and effectJo A▇▇ Fabrics. Notwithstanding the foregoing, in and except as otherwise provided below, if despite Seller’s commercially reasonable efforts, Seller is unable to obtain a Tenant Estoppel with respect to any tenants other than Major Tenants, Seller may, for purposes of satisfying the event that by the Closing Date Seller fails 75% threshold above, elect to deliver to Purchaser at Closing an estoppel certificate executed by Seller (a “Seller Estoppel”) with respect to such tenants for up to 10% of such other Leases, which Seller Estoppel shall be on the (i) same form as the Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the but executed to Seller's Estoppel’s Knowledge, then Purchaser and each Seller Estoppel shall be entitled, at Purchaser's sole option, regardless of counted toward the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)Required Tenant Estoppels.

Estoppels. By that date which is not later than ten Seller shall have delivered to Buyer prior to the Closing Date, Tenant estoppels, executed within sixty (1060) days before of the Closing Date and in the form of Exhibit "G-1" (with respect to the "Estoppel Delivery Deadline"Glendale Property Leases), and Exhibit "G-2" with respect to the Wilshire Property Leases, either directly to the benefit of Buyer or assigned by Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologieto Buyer, and without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel Exceptions (iiias defined below) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and from (bi) those remaining Tenants who (together with the Major Tenants) occupy leasing, in the aggregate aggregate, as of the Effective Date, not less than eighty seventy percent (8070%) of the total leased space in each of the Glendale Property and the Wilshire Property, and (ii) Tenants leasing, in the aggregate, as of the Effective Date, more than 3500 square feet of net rentable area PURCHASE AND SALE AGREEMENT 30 in each of the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements Glendale Property and the NHP Improvements which is actually open for business to the public Wilshire Property (it being understood and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible agreed that Leases entered into after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller approved or deemed approved by Buyer shall be entitled deemed to execute and deliverhave approved Tenant Estoppels); provided, within three (3) business days after the Estoppel Delivery Deadlinehowever, a Seller's overlay estoppel that, with respect to any Lease for which an one or more particular premises in the Property, Seller may, in lieu of delivering to Buyer a Tenant Estoppel has not been procured (to meet such condition, deliver a "Seller's Estoppel" with respect to such leased space, in the form of Exhibit ")G-3" attached hereto, subject only to Permitted Estoppel Exceptions; provided, further, however, that in the event that prior Seller thereafter delivers a Tenant Estoppel to ClosingBuyer with respect to the same Lease (either before or after the Closing Date), then Seller=s Estoppel shall be of no force and effect with respect to the Lease covered by such Tenant Estoppel, if and to the extent that the Tenant Estoppel is consistent with the previously delivered Seller's Estoppel. As used herein, "Permitted Estoppel Exceptions" means all of the following: (x) a Tenant's failure or refusal to provide the bracketed paragraphs on Exhibit "G-1" with respect to the Glendale Property (such that Seller shall deliver, to all Tenants at the Glendale Property, the form of Tenant Estoppel on Exhibit "G-1" including such paragraphs, but if one or more Tenants only deliver a Tenant Estoppel with such paragraphs omitted or stricken, such a Tenant Estoppel shall nevertheless be deemed to be a conforming Tenant Estoppel; provided, however, that if Paragraph 14 (as shown on Exhibit AG- 1@) is omitted or stricken, Seller delivers shall be entitled to Purchaser satisfy the previously undelivered Estoppel from any such Tenant, the estoppel requirement by delivering a Seller's Estoppel relating acknowledging that Buyer and its potential lenders may rely on the Tenant Estoppel); (y) a Wilshire Property Tenant's failure to include (after Seller's delivery to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding Tenant the foregoing, Tenant Estoppel in the event that by form of Tenant Estoppel on Exhibit "G-2"), Paragraphs 10 or 11 of Exhibit "G-2" with respect to the Closing Date Seller fails to deliver the Wilshire Property; and (z) a Tenant's disclosure of information (i) Required Tenant Estoppels consistent with the Lease of the Tenant, or inconsistent with such Lease in an immaterial respect, or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless known to or made available to Buyer prior to expiration of the time, Investigation Period in connection with Buyer's review of materials pursuant to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)Section 5 above.

Estoppels. By that date which is not (a) Seller shall endeavor to secure and deliver to Purchaser, no later than ten two (102) business days before prior to the Closing Date (the "Estoppel Delivery Deadline")Date, Seller shall obtain an estoppel certificate from (a) each tenant of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) Property in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of Exhibit 9.2.10 attached hereto (collectively, the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant“Tenant Estoppel”). Seller shall provide Purchaser with copies of the Tenant Estoppel for Purchaser’s review and comment before delivering the Tenant Estoppel to the tenant. Purchaser shall only have the right to comment upon the completed portions of the Tenant Estoppel form not the form itself, and the form Tenant Estoppel will be entitled deemed approved by Purchaser for all purposes if Purchaser fails to execute provide Seller with written objections thereto within three (3) business days following the date Seller delivers same to Purchaser. In no event shall Seller be obligated to deliver updates to the Tenant Estoppel. Seller will deliver Purchaser a copy of the signed Tenant Estoppel promptly following Seller’s receipt thereof. If the Tenant Estoppel is not in the form required by this Section 3.7(a) and deliverPurchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser’s specific objections), within three (3) business days after from the date of Seller’s delivery thereof, such Tenant Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon will be deemed null and void and of no further force and effectapproved by Purchaser. Notwithstanding the foregoing, Purchaser’s obligation to close this transaction is subject to the condition that, as of Closing, Purchaser shall have received the Tenant Estoppel from tenant, without modification to the form of Tenant Estoppel approved by Purchaser. In the event Seller has not provided the Tenant Estoppel on or before two (2) business days prior to the initially scheduled Closing Date, either party hereto shall have a one time right to delay the Closing for up to thirty (30) days upon written notice to the other party hereto delivered not less than two (2) business days prior to the scheduled Closing Date. If the foregoing Tenant Estoppel is not delivered to Purchaser on or before the Closing Date, as may have been delayed as provided above, then Purchaser’s sole right with respect thereto shall be to elect to terminate this Agreement upon written notice thereof delivered to Seller on or before the Closing Date. If such termination notice is given, the Title Company shall immediately return the Deposit to Purchaser without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and neither party shall have any further liability hereunder except for the obligations of Purchaser pursuant to the Purchase and Sale Agreement indemnification provisions of Section 3.1.4 and Section 3.1.7 hereof. If Purchaser fails, for any or no reason, to timely deliver any such termination notice, Purchaser will be deemed to have elected to waive Purchaser’s right to terminate under this Section 3.7(a). (b) Seller shall endeavor to secure and deliver to Purchaser, no later than two (2) business days prior to the Closing Date, an estoppel certificate from the declarant or other responsible party, or their successors in interest, to those covenants, conditions and restrictions affecting the Property described on Exhibit 3.7(b) (the “CC&Rs”) in such form as is reasonably acceptable to Purchaser including a statement that the Property is in compliance with the CC&Rs and the existence of no defaults under the CC&Rs or the occurrence of any events which with the passage of time would constitute a default thereunder (collectively, the “CC&R Estoppels”). Purchaser shall prepare and deliver to Seller forms of the CC&R Estoppels within five (5) business days of the Effective Date. In no event shall Seller be obligated to deliver updates to the CC&R Estoppels. Seller will deliver to Purchaser the signed CC&R Estoppels promptly following Seller’s receipt thereof. If the signed CC&R Estoppels are not in the form prepared by Purchaser and Purchaser fails to furnish Seller with a written notice of disapproval (which notice, in order to be effective, must include Purchaser’s specific objections), within three (3) business days from the date of Seller’s delivery thereof, such CC&R Estoppels will be deemed approved by Purchaser. Notwithstanding the foregoing, Purchaser’s obligation to close this transaction is subject to the condition that, as of Closing, Purchaser shall have received the fully executed CC&R Estoppels indicating that the Property is in compliance with the CC&Rs and the existence of no defaults under the CC&Rs or the occurrence of any events which with the passage of time would constitute a default thereunder and otherwise without modification to the form of CC&R Estoppels prepared by Purchaser. In the event that by Seller has not provided the CC&R Estoppels in the proper form on or before two (2) business days prior to the initially scheduled Closing Date, either party hereto shall have a one time right to delay the Closing Date Seller fails for up to deliver thirty (30) days upon written notice to the other party hereto delivered not less than two (i2) Required Tenant business days prior to the scheduled Closing Date. If the foregoing CC&R Estoppels are not delivered to Purchaser in the proper form on or (ii) Other Tenant Estoppels and/or before the Seller's EstoppelClosing Date, as may have been delayed as provided above, then Purchaser Purchaser’s sole right with respect thereto shall be entitledto elect to terminate this Agreement upon written notice thereof delivered to Seller on or before the Closing Date. If such termination notice is given, at Purchaser's sole optionthe Title Company shall immediately return the Deposit to Purchaser without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and neither party shall have any further liability hereunder except for the obligations of Purchaser pursuant to the indemnification provisions of Section 3.1.4 and Section 3.1.7 hereof. If Purchaser fails, regardless of the timefor any or no reason, to either waive the requirement for timely deliver any such Estoppel and proceed termination notice, Purchaser will be deemed to Closing, agree have elected to extend the Closing Date for a period of not more than fifteen (15) additional days or, waive Purchaser’s right to terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereofthis Section 3.7(b).

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as It will be a condition to Closing that Seller obtain and deliver to Purchaser, executed estoppel certificates (each a "Major Tenant" Tenant Estoppel Certificate") from the following Tenants: Corporate Holdings; CBIZ, Gas South, Opteum, Jamestown and together, Bennett Thrasher (such Tenants being herein referred to as the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim▇"), Republic Gastropub▇▇▇▇▇her with such other Tenant Estoppel Certificates, Winter House Interiorswhich will, Café 501in the aggregate, Ballietsmeet or exceed the Required Estoppel Amount. Such estoppel certificates shall be substantially in the form of Exhibit D without material modification; provided, Red Coyotehowever, Uptown Kidsto the extent that the form as so completed requires information not required of any Tenant under the provisions of its Tenant Lease, lululemon Seller will exercise good faith efforts to obtain a Tenant Estoppel Certificate in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event a Tenant Estoppel Certificate executed by Tenant in the form prescribed by the Tenant Lease shall satisfy the requirement of this Section 7.2. Purchaser shall have the right to approve any material modifications, deletions and/or additions to the attached form of Tenant Estoppel Certificate, provided that Purchaser will not unreasonably withhold approval of any such modifications, deletions or additions, so long as the information included in such Tenant Estoppel Certificate is not inconsistent with the information included in the attached form of Tenant Estoppel Certificate. In no event shall Seller's failure to obtain any Tenant Estoppel Certificate in accordance with the provisions of this Section 7.2 constitute a default by Seller under this Agreement. Seller shall deliver to Purchaser a photocopy of the executed each Tenant Estoppel Certificate promptly after receiving the same from Tenant. If Seller is unable to provide a sufficient number of Tenant Estoppel Certificates to satisfy the Required Estoppel Amount by the date which is two (2) Business Days prior to the Closing Date, then Seller may postpone the Closing Date for up to thirty (30) days to allow Seller time to obtain additional Tenant Estoppel Certificates. Seller shall notify Purchaser in writing of any postponement of the Closing Date pursuant to this Section 7.2, and Upper Crustshall state in such notice the revised Closing Date. For purposes of this Section 7.2(a), a Tenant Estoppel Certificate will be deemed to not have been "delivered" to the extent such Certificate (i) states that Seller is in default under the respective Tenant Lease, (ii) recites any economic terms which are materially different from the economic terms contained in the Triangle: Whole Foods and Anthropologiesuch Tenant Lease, and (iii) references any unperformed obligations on the part of Seller under such tenant's Lease (including tenant improvement work) that were otherwise required to be performed prior to the date of the Estoppel Certificate and that Seller does not agree, in NHP: Starbucksits sole discretion, to complete prior to Closing, or (iv) references any conditions to the effectiveness of the tenant's lease as not having been satisfied or as not having been waived. (b) Seller shall use its commercially reasonable efforts to obtain an estoppel from each of the other parties to the Air Rights Declaration in the form required thereunder (each, an "Air Rights Estoppel Certificate"). It will be a condition to Closing that Seller obtain and deliver to Purchaser the Air Rights Estoppel Certificates executed by such parties. Seller shall deliver to Purchaser photocopies of the executed Air Rights Estoppel Certificate promptly after receiving the same. (c) Seller shall use its commercially reasonable efforts to obtain an estoppel from the Overton Park Owners' Association in the form required under the instru▇▇ ▇▇▇▇ & Company and ▇▇▇▇ stablishing the Overton Park Owners' Association (the "OPOA Estoppel"). It will be a c▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" ▇n to Closing that Seller obtain and together, deliver to Purchaser the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇OPOA Estoppel executed by such Overton Park Owners' Association. Seller shall promptly deliver to Pur▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to the public and operating as photocopies of the executed OPOA Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, promptly after receiving the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in the event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)same.

Estoppels. By (a) It will be a condition to Purchaser’s obligation to close that date Purchaser obtain from the Major Tenants and other Tenants leasing space which is not later than ten when added to the Major Tenants aggregates at least 80% of the aggregate square footage of the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, (10i) days before to the Closing Date (the "Estoppel Delivery Deadline")extent any Tenant Lease has a form estoppel attached, Seller shall Purchaser will exercise commercially reasonable efforts to obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) for such Tenant in the ▇▇▇▇▇▇▇ Curve: On A Whimform completed as provided below, Republic Gastropubor in a form as close thereto as reasonably possible, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crustbut in any event an estoppel certificate executed by a Tenant with the issues addressed in the form attached to its Tenant Lease in a manner consistent with such Tenant Lease shall satisfy the requirement of this Section 7.2(a), (ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered to Purchaser, provided that the information included in such estoppel is not inconsistent with the Tenant Lease or the information included in the Triangle: Whole Foods and Anthropologieestoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a) or such estoppel does not reveal any matters adverse to the Property or the landlord, and (iii) Purchaser shall not object to the deletion of any language which is italicized in NHP: StarbucksExhibit D-2 and/or the addition of any language which is double-bracketed and bolded in Exhibit D-2. In addition, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. simultaneously herewith Seller has delivered to Purchaser copies of estoppel certificates executed by Tenants within the four (each 4) months immediately prior to the Effective Date. If a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy executes an estoppel certificate in the aggregate not less than eighty percent (80%) form of its previously-executed estoppel, then, provided that the information included in such estoppel is updated through the date of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements new estoppel and the NHP Improvements which is actually open for business does not reveal any new matters adverse to the public and operating as of Property or the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and togetherlandlord, the "Other Tenant Estoppels") each dated Purchaser shall not earlier than object to such estoppel. Within thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible Business Days after the Effective Date hereofDate, taking into account any provisions Seller will deliver to Purchaser completed forms of estoppel certificates, in the Leases form attached hereto as Exhibit D-2 and containing the information contemplated thereby, for all Tenants. Within ten (10) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which establish and/or limit Purchaser believes to be appropriate to make the contents completed forms of estoppel certificates accurate and responsive time requirements of each respective Tenantcomplete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit D-2. Notwithstanding anything contained herein to the contrary, in no event shall be entitled Purchaser’s failure to execute obtain the required number of acceptable estoppel certificates in accordance with the provisions of this Section 7.2(a) constitute a default by Purchaser under this Agreement unless Purchaser elects to not close as the result of such failure and deliverPurchaser did not exercise commercially reasonable efforts to obtain such estoppels; however, within three (3i) business days after commercially reasonable efforts shall require only that Purchaser provide the Estoppel Delivery Deadlinecompleted estoppels to the Tenants timely and contact Tenants periodically to facilitate the process, a Seller's overlay and (ii) in no event shall commercially reasonable efforts require Purchaser to approve an estoppel with respect which does not satisfy the requirements in this Section 7.2 or require that Purchaser pay money or other consideration or agree to any Lease for which amendments to any Tenant Leases. (b) It will be a condition to Purchaser’s obligation to close that Purchaser obtain (i) an Estoppel has not been procured estoppel in the form attached hereto as Exhibit M-1 executed by the owner of the Westin Hotel, and (a "Seller's Estoppel"ii) an estoppel in the form attached hereto as Exhibit M-2 executed by the owner of the Westin Hotel (collectively, the “Westin Estoppels”); provided, however, that Purchaser shall not object to the deletion of any language which is italicized in Exhibit M-1 or Exhibit M-2 and/or the addition of any language which is double-bracketed and bolded in Exhibit M-1 or Exhibit M-2. In no event that prior shall Purchaser’s failure to Closingobtain the Westin Estoppels constitute a default by Purchaser under this Agreement unless Purchaser elects to not close as the result of such failure and Purchaser did not exercise commercially reasonable efforts to obtain such estoppels; however, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or commercially reasonable efforts shall require only that Purchaser provide the estoppels to the owner of the Westin Hotel and to periodically contact such owner to facilitate the process, and (ii) Other Tenant Estoppels and/or in no event shall commercially reasonable efforts require Purchaser to accept an estoppel which indicates that Seller is in default or that is otherwise adverse to the Seller's Estoppel, then Property or to the owner of the Property or require that Purchaser pay any money or other consideration or agree to any amendments to the easement. (c) Purchaser shall be entitled, at Purchaser's sole option, regardless have the right to attempt to obtain an estoppel executed by the owner of the timePhase II land; however, obtaining such estoppel shall not be a condition to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties failure to obtain such estoppel shall have no further obligations not constitute a default by Purchaser under the Agreement (except for any such obligations which survive the termination thereof)this Agreement.

Estoppels. By that date which is not a) In accordance with the further terms and conditions of this Section 6.3, Sellers shall use their commercially reasonable efforts to obtain and deliver to Buyer a Satisfactory Tenant Estoppel (as hereinafter defined) from all the tenants under the Leases. Notwithstanding the foregoing, at a minimum Sellers shall deliver to Buyer no later than ten two (102) business days before prior to Closing the Closing Date following: (i) for the "[****] Property, a Satisfactory Tenant Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each all tenants of the following Tenants or occupants of the premises commonly known as [****] Property set forth on Schedule 6.3 attached hereto (each a "“[****] Major Tenant" and together” and, collectively, the "“[****] Major Tenants"): ”); (ii) for the [****] Property, a Satisfactory Tenant Estoppel from: (x) all tenants of the [****] Property set forth on Schedule 6.3 attached hereto (each a “[****] Major Tenant” and, collectively, the “[****] Major Tenants”); and (ii) tenants under the Leases of the [****] Property leasing not less than [****] of the remaining open and occupied gross leasable area of the [****] Property with an original term of more than twelve (12) months (excluding from such remaining open and occupied gross leasable area any space occupied by the [****] Major Tenants); and (iii) for the [****] Property, a Satisfactory Tenant Estoppel from: (x) all tenants of the [****] Property set forth on Schedule 6.3 attached hereto (each a “[****] Major Tenant” and, collectively, the “[****] Major Tenants”); and (ii) tenants under the Leases of the [****] Property leasing not less than [****] of the remaining open and occupied gross leasable area of the [****] Property with an original term of more than twelve (12) months (excluding from such remaining open and occupied gross leasable area any space occupied by the [****] Major Tenants). The Satisfactory Tenant Estoppels required to be delivered pursuant to subparts (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and – (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company the preceding sentence and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each that are a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business condition to the public and operating Buyer’s obligation to Closing as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter more particularly set forth herein are defined collectively as the "“Required Estoppels"”. The parties [****] Major Tenants, the [****] Major Tenants and the [****] Major Tenants are each referred to individually herein as a “Major Tenant” and are collectively referred to herein as the “Major Tenants”. b) For purposes of this Agreement, “Satisfactory Tenant Estoppel” shall agree on mean a tenant estoppel certificate (1) substantially in the form of the proposed Estoppels as soon as possible after the Effective Date Exhibit “G” attached hereto and made a part hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); 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 nature than are set forth on Exhibit “G”, or if a tenant otherwise provides an estoppel certificate consistent with such tenant’s standard form of estoppel certificate that such tenant customarily provides, then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the event extent that such changes are consistent with the minimum requirements set forth in such tenant’s Lease, and (2) that does not (A) disclose therein any bona fide, material default or claim any bona fide, material default by a Seller under such tenant’s Lease or (B) disclose such tenant making an assertion that there are amounts due from Seller to such tenant allocable to periods prior to Closing, the Closing unless under the terms of this Agreement or otherwise in writing Seller delivers has agreed to Purchaser pay the previously undelivered Estoppel from any such Tenant, same or give a credit for the Seller's Estoppel relating same to such Lease shall thereupon be deemed null and void and of no further force and effectBuyer. Notwithstanding the foregoingimmediately preceding sentence, Buyer shall have no right to object to any tenant estoppel certificate that discloses anything in the event foregoing sentence that by Buyer had actual knowledge of prior to the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's EstoppelEffective Date, then Purchaser shall be entitledincluding, at Purchaser's sole optionwithout limitation, regardless any of the timematters identified in Section 5.1(b), to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇Buyer acknowledges and agrees that B▇▇▇▇ Money has had an opportunity to review a completed (together with all interest earned thereonbut unsigned) shall be version of the tenant estoppel certificate requested by Seller from each tenant under the Leases (the “Buyer-Reviewed Estoppels”), that the Buyer-Reviewed Estoppels were substantially in the form of Exhibit “G” attached hereto and made a part hereof when reviewed, that Buyer approved the Buyer-Reviewed Estoppels on June 27, 2024, and that, if any such Buyer-Reviewed Estoppels are executed by the applicable tenant and returned to Purchaser Seller, and subsequently delivered to Buyer in accordance with this Section 6.3, then the parties same shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)constitute a Satisfactory Tenant Estoppel.

Estoppels. By that date (a) Promptly after the written direction from Purchaser (and only upon such written direction), Sellers shall request REA Estoppels, Anchor Tenant Estoppels, Major Tenant Estoppels and Remaining Tenant Estoppels for execution, and, from and after such request, Sellers shall use commercially reasonable efforts to have such estoppels certified to Purchaser, Purchaser’s lender and their successors and assigns, obtain the prompt return thereof and provide Purchaser with a copy of all executed REA Estoppels, Anchor Tenant Estoppels, Major Tenant Estoppels and Remaining Tenant Estoppels promptly following receipt of same; provided, however, Sellers reserve the right to attempt to have any such estoppel corrected or revised by such REA Party or tenant before delivering such estoppel to Purchaser. (b) Promptly after the written direction from Purchaser (and only upon such written direction), MacArthur Shopping Center LLC (“MacArthur LLC”), which is not later than ten (10) days before owns a leasehold estate in MacArthur Shopping Center, shall request from the Closing Date Norfolk Redevelopment and Housing Authority (the "“MacArthur Ground Lessor”) an estoppel certificate in the form of Exhibit S attached hereto (the “MacArthur Ground Lease Estoppel Delivery Deadline")Certificate”) for execution, Seller and, from and after such request, MacArthur LLC shall use commercially reasonable efforts to have the MacArthur Ground Lease Estoppel Certificate certified to Purchaser, Purchaser’s lender and their successors and assigns, obtain the prompt return thereof, and provide Purchaser with a copy of the executed MacArthur Ground Lease Estoppel promptly following receipt of same. (c) MacArthur LLC shall use commercially reasonable efforts to obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business counterparties to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and togetherMacArthur Parking Agreement, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior to the Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on in the form of Exhibit W attached hereto (the proposed Estoppels as soon as possible after “MacArthur Parking Agreement Estoppel”), certified to Purchaser, Purchaser’s lender and their successors and assigns, obtain the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents prompt return thereof and responsive time requirements provide Purchaser with a copy of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the all executed MacArthur Parking Agreement Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel")promptly following receipt of same; provided, however, that in no event shall the event that prior inability or failure of MacArthur LLC to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null obtain and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or MacArthur Parking Agreement Estoppel be a condition to the Seller's Estoppel, then obligation of Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, terminate the Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)close hereunder.

Estoppels. By Colonial REIT shall have delivered to Buyer all Tenant Estoppels it has received pursuant to it Section 7.6 request (regardless of form and contents). Without limiting the foregoing, Colonial REIT shall have delivered to Buyer, Tenant Estoppels in substantially the form requested under Section 7.6 (provided, that, if a tenant’s Lease prescribes a form of estoppel that is different than the applicable estoppel form attached to this Agreement, and provided, that, Colonial REIT’s original request was for an estoppel in the form attached to this Agreement, then an estoppel certificate executed by such Tenant in the form attached to such Lease shall acceptable as to form with respect to such tenant) dated not earlier than the date hereof from tenants comprising not less than seventy-five percent (75%) of the gross base rental amount for each Property (“General Estoppel Requirements”). Without limiting the General Estoppel Requirements, Colonial REIT shall have delivered to Buyer, Tenant Estoppels dated not earlier than the date hereof from (i) all tenants at all Properties leasing 25,000 or more leasable square feet (“Major Tenants”) and (ii) from such other tenants such that, together with the estoppels from Major Tenants, the General Estoppel Requirements have been satisfied; provided, that up to five percent (5%) of the General Estoppel Requirements may be satisfied with an estoppel certificate provided by Colonial REIT, which estoppel certificate shall address matters set forth Exhibit D, as to such leases designated by Colonial REIT (“Specific Estoppel Requirements”). Such Tenant Estoppels shall be consistent in all material respects with the applicable representations and warranties made by Colonial REIT set forth in Section 3 hereof and with the information provided to Buyer in connection therewith. No Tenant Estoppels disclosing or alleging defaults by or obligations of the landlord thereunder which could reasonably be anticipated to result in potential liability and/or costs to cure of the landlord that exceed $25,000 for any particular Lease will be deemed to count towards the satisfaction of either the General Estoppel Requirements or the Specific Estoppel Requirements. The Tenant Estoppels shall not disclose or allege defaults by or obligations of the landlord thereunder which, in the aggregate, with respect to all Tenant Estoppels, could reasonably be anticipated to result in potential liability and/or costs to cure of the landlord that exceed $2,000,000 (“Aggregate Estoppel Failure”). To the extent Colonial REIT is unable to obtain Tenant Estoppels sufficient to satisfy this condition as of the date for Closing, Colonial REIT may adjourn the Closing by notice to Buyer to a date that is not later than ten (10) days before the Outside Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (ii) in the Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the "Required Tenant Estoppels") and (b) those remaining Tenants who (together with the Major Tenants) occupy in the aggregate not less than eighty percent (80%) of the net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business order to the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "Other Tenant Estoppels") each dated not earlier than thirty (30) days prior attempt to the Estoppel Delivery Deadlinesatisfy this condition. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (a "Seller's Estoppel"); provided, however, that in In the event that prior to Closingof an Aggregate Estoppel Failure, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of no further force and effect. Notwithstanding the foregoing, in the event that by the Closing Date Seller fails to deliver the (i) Required Tenant Estoppels or (ii) Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel and proceed to Closing, agree to extend the Closing Date for a period of not more than fifteen (15) additional days or, Buyer may terminate the this Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) shall Deposit or the Letter of Credit, as applicable, will be returned to Purchaser and the parties shall have no further obligations under the Agreement (except for any such obligations which survive the termination thereof)Buyer.