Common use of Tenant Estoppels Clause in Contracts

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1i) the Tenant Estoppel or (1ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.Required

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1i) the Tenant Estoppel or (1ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

Tenant Estoppels. (a) Each Seller shall prepare have obtained and deliver delivered to each Tenant Purchaser, at such Seller’s Property an estoppel certificate in least one (1) Business Day before the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the Closing Date, executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise tenants comprising at least seventy-five percent (75%) of remaining base rental income over the lease term as occupied rentable area of the date of this Agreement as determined in accordance Building, including a Tenant Estoppel from (a) HDR Engineering, Inc., (b) Intelius, Inc., (c) Sucker Punch Productions, LLC, and (d) Global Scholar, Inc. (the “Required Estoppel Percentage”), with such Tenant Estoppels not indicating any material defaults under the schedule delivered by the Sellers applicable Lease or any material inconsistencies with respect to the Buyer prior facts or information set forth in the applicable Lease, except to the date hereofextent the same have been disclosed in Schedule 5.1.7(vii). If necessary to achieve the Required Estoppel Percentage for the Building, signed tenant estoppel certificates that are Seller, at its option, may deliver to Purchaser a representation letter substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease Exhibit C-2 (each, a “Lease Required Seller Estoppel”) with respect to one or more Leases; provided, however, such Seller Estoppels shall not collectively represent in excess of ten percent (10%) of the occupied rentable area of the Building. Seller’s liability under each Seller Estoppel shall expire and be of no further force or effect on the earlier of: (A) nine (9) months following the Closing Date, or (B) the date that Purchaser receives a Tenant Estoppel (not indicating any material defaults under the applicable Lease or any material inconsistencies with respect to the facts or information set forth in the applicable Lease, except to the extent the same have been disclosed in Schedule 5.1.7(vii)) from the applicable tenant. In addition, Seller’s liability under any Seller Estoppel shall be subject to the limitations of Sections 5.4 and 10.2 hereof. A Tenant Estoppel shall be deemed acceptable regardless of whether a guarantor of the Lease executes the joinder by guarantor contained in the Tenant Estoppel; provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such eventinstances where the applicable guaranty requires the guarantor to execute an estoppel, Seller such guarantor estoppel shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may required to be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary deemed an acceptable Tenant Estoppel, and (ii) any Statement of Lease. In in substantially the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Dateform of, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are required by, the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAapplicable guaranty.

Tenant Estoppels. (ai) Each On or before the Effective Date (“Draft Estoppel Date”), Seller shall prepare and deliver to estoppel certificates for each Tenant at such Seller’s Property an estoppel certificate Lease, other than leases (in each case, a “GSA Lease”) with the United States of America (“GSA”), in the form of Exhibit A attached hereto 8 or in such other form as is specified in the subject Lease (including any express limitations contained in the subject Lease) (an “Tenant Estoppel”) and request each shall deliver copies of such Tenant draft estoppels to execute Purchaser for review and deliver comment. Notwithstanding the Tenant Estoppel foregoing, Purchaser and Seller hereby agree that the Estoppels for all GSA Leases shall be on GSA’s standard form (the “GSA Estoppels”). Purchaser shall provide any comments to such Sellerdraft estoppels within seven (7) days following the Effective Date, and Seller shall consider in good faith any comments received from Purchaser, particularly in circumstances where the comment is made to address a factual inconsistency and ambiguity. Each Purchaser’s failure to comment on an estoppel prior to the expiration of the period set forth above shall be deemed Purchaser’s approval of the form of such estoppel. Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto attempt to procure an Estoppel from each Tenant tenant under a Lease at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the LeasesProperty. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall deliver copies of any signed estoppels to Purchaser promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)upon receipt. (bii) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition precedent to the BuyerPurchaser’s obligation to close the sale and purchase proceed with Closing that Purchaser shall have received Acceptable Estoppels (as hereinafter defined) in PDF format from (i) tenants who collectively occupy at least seventy percent (70.0%) (“Required Percentage”) of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants leased square footage of the properties associated with the LLC Interests and the Partnership Interests Building (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, less that portion of the Master PSABuilding occupied by Purchaser under the Existing Purchaser Lease) whose Leases comprise at least seventy-five percent prior to Closing, and (75%ii) of remaining base rental income over the lease term as from each of the date of this Agreement as determined in accordance with following tenants: (i) GSA (using the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the GSA’s form of either estoppel); (1ii) Xxxxxx Incorporated, (iii) XxXxxxxx Xxxxxx, (iv) Xxxxxxxx Construction (the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which “Major Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer mayif Seller is not able to provide the Required Percentage of Estoppels, Seller shall have the option to cure such a failure of condition by Seller’s delivery of a so called seller estoppel certificate in form and substance reasonably acceptable to Seller and Purchaser with respect to up to ten percent (10%) of the Required Percentage, provided, further, however, that Seller shall not be permitted to substitute a so called seller estoppel certificate for any of the Major Tenant Estoppels. An Estoppel is an “Acceptable Estoppel” if (a) it is in substantially the form required by this Agreement, (b) it is dated no earlier than [November 1, 2024], (c) it does not allege any default by Seller, as landlord, and (d) it does not include any allegation of material fact that, in its sole discretiona material way, contradicts Seller’s representations and warranties in order this Agreement. (iii) If Seller is unable to accommodate Serial Closings pursuant to satisfy the Master PSA, waive the requirement requirements set forth in this Section 3.4(b35(a), which Purchaser may, but shall also constitute a waiver not be obligated to, permit the Closing to be adjourned up to sixty (60) days as provided in Section 9(e). For the avoidance of such corresponding requirement in each Other PSA (and in such eventdoubt, the Major Tenant Estoppels obtained by Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate)counted towards the Required Percentages. For purposes of this Section 3.4(b) onlyIf Seller, despite its reasonable efforts, does not or cannot deliver the terms “Tenants” and “Leases” shall refer to required Estoppels by the Tenants and Scheduled Closing Date or the Leases in respect of the Properties to be purchased and sold Closing Date as extended pursuant to this Section 35(a)(iii), Purchaser’s sole remedy shall be to terminate this Agreement and receive the “Tenants” and “Leases” (as each such term is defined in each return of the Other PSAs) in respect Deposit or to close notwithstanding the lack of the “Properties” (as such term is defined in each Estoppels without any reduction of the Other PSAs) to be purchased Purchase Price and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege without any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as liability of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relateSeller relative thereto. Notwithstanding anything contained herein to the contrary in this Section 3.4contrary, Sellers Purchaser shall also use commercially reasonable efforts notify Seller upon the date which is the earlier of (i) ten (10) business days following Purchaser receipt of executed Estoppels and (ii) one (1) business day before the Closing Date, of Purchaser’s objections to obtain a Statement of Lease from the GSA with respect any such Estoppels; provided, that Purchaser shall have no right to each Lease object to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation items in such Estoppels which would not have a material adverse effect on the Property’s income, title, marketability, value or operations, and/or (ii) the presence in any such Estoppel of the applicable Lease with the GSA that may be any items required by the GSA terms of any particular Lease; and/or the absence in order any such estoppel of any items not required by the terms of any particular lease. Purchaser’s failure to assign the applicable Lease timely respond to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease in accordance with the GSA after preceding sentence shall be deemed its approval of the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAEstoppels.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property Buyer an estoppel certificate (a “Tenant Estoppel”), in the form of attached Exhibit D or, if the applicable Lease provides for a different form of estoppel in the form specified in the applicable Lease, dated no earlier than thirty (30) days prior to Closing, from as many of the tenants of the Property (the “Tenants”) from whom Seller is able to obtain such Tenant Estoppels through the exercise of Seller’s diligent, good faith efforts. Seller shall, at least ten (10) days prior to the expiration of the Due Diligence Period and prior to delivery to the Tenants for execution, deliver completed forms of Tenant Estoppels to Buyer for Buyer’s review and approval, provided that Seller shall not be obligated to deliver the form of Tenant Estoppel for any of the following Tenants (collectively, the “Government Tenants”): (A) the State of California acting by and through the Director of the Department of General Services; and (B) the United States of America, Department of Veterans Affairs. Buyer may disapprove a Tenant Estoppel only if (i) it is not in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of LeaseD or, if applicable) following such Seller’s receipt the applicable Lease provides for a different form or content of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined estoppel in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest form or content specified in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease or content provided by the applicable Lease, or (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to ii) if the Master PSA, waive the requirement information set forth in this Section 3.4(b)the Tenant Estoppel is not consistent with the terms set forth in the applicable Lease. If Buyer has not responded as to such approval within three (3) business days of receipt of a Tenant Estoppel, which Buyer shall also constitute a waiver of such corresponding requirement be deemed to have approved the Tenant Estoppel in each Other PSA (and in such eventquestion for delivery to Tenant. Seller shall deliver completed Tenant Estoppels to Buyer as they are received by Seller. Notwithstanding the foregoing, Seller shall not be under no obligation obligated to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No prepare or seek Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA Estoppels with respect to each Lease the following Leases, as amended and assigned to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain date: (i1) any novation License Agreement, dated November 30, 2000, by and between Pacific Towers Associates and Captivate Network, Inc.; (2) Antenna Site License Agreement, dated as of the applicable Lease with the GSA that may be required November 30, 2006, by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and between Seller and Direct America Satellite Services; (3) Telecommunications License Agreement, dated July 13, 2005, by and between Seller and Rocket Internetworking, Inc.; (4) Telecommunications Access and License Agreement, dated December 21, 2009, by and between Seller and TCG Los Angeles, Inc.; (5) License Agreement, dated December 21, 2000, by and between XO Communications, Inc., and Pacific Towers Associates; and (ii6) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing DateUPS Drop Box Agreement, the Buyer hereby agrees to indemnify dated February 2, 2010, by and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAbetween United Parcel Service, Inc., and Seller.

Tenant Estoppels. (a) Each Seller Promptly following the Effective Date, the Sellers shall prepare and deliver to request from each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Form Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller). Each Seller shall use commercially reasonable efforts to obtain the prompt return of an executed tenant estoppel certificate with respect to each Space Lease in the executed form of the Form Tenant Estoppels Estoppel or in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior or certifying to the Closingmatters required pursuant to such Tenant’s Space Leases (each, a “Tenant Estoppel”) (without the obligation to make any payments or grant any concessions under the Space Leases). If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, Buyer a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)Estoppel. (b) In Subject to the event that the Closing hereunder shall occur simultaneously with the Initial Closingprovisions of Section 3.4(c) hereof, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets each individual Property that, on or before the Initial Closing DateClosing, the Sellers deliver to the Buyer Qualified Tenant Estoppel Certificates from Tenants (other than A) the GSA and the Anchor Tenants of such Property, (B) the properties associated with Major Tenants occupying at least 75% of the LLC Interests and the Partnership Interests (as each gross leasable area leased to all Major Tenants of such term is defined Property in the Master PSA)aggregate, unless and (C) Tenants of such Property occupying at least 75% of the applicable joint venture partner elects gross leasable area leased to sell all Tenants of its interest such Property in the applicable joint venture entity and separate agreements for aggregate. (c) Notwithstanding the sale provisions of such properties Section 3.4(b) to the Buyer contrary, if the Sellers are entered into as contemplated unable to satisfy the condition set forth in Section 3.9(a)(y3.4(b) and Section 3.9(b)(y)with respect to any Property, respectivelythen, of with respect to any Qualified Tenant Estoppel Certificate that has not been delivered or which has an exception which would cause a Tenant Estoppel to fail to constitute a Qualified Tenant Estoppel Certificate, the Master PSASellers may (but, for clarity, shall have no obligation to) whose Leases comprise at least seventy-five percent deliver (75%x) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered certificates executed by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either Exhibit B attached hereto (1the “Form Seller Estoppel”) the Tenant Estoppel or (1) except with respect to ROFO Documents undelivered Estoppel Certificates, or, (y) with respect to Tenant Estoppels with exceptions, an indemnity (in form and ROFR Documents substance reasonably satisfactory to the Buyer) indemnifying the Buyer against any Losses suffered by the Buyer arising out of or relating to such exception (for (x) and (y), collectively, the “Seller Estoppels”), each of which Tenant Estoppelsshall be dated as of the Closing Date and shall be subject to the limitations set forth in Sections 11.3 and 11.5. Any Seller Estoppels so delivered, and not Lease Required Estoppelsor so indemnifying Buyer, as the case may be, shall be required)deemed an executed and delivered Qualified Tenant Estoppel Certificates, with respect or shall be deemed to those Leases that contain cause the applicable Tenant Estoppel to be deemed a required form Qualified Tenant Estoppel Certificate, as the case may be, for purposes of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement condition set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to provided that the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases may refuse to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain accept Seller Estoppels (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary from Anchor Tenants, and (ii) from Tenants at any Statement individual Property occupying more than 20% of Leasethe gross leasable area leased to all Tenants of such Property in the aggregate and such refused Seller Estoppels shall not be deemed Qualified Tenant Estoppel Certificates for purposes of the condition set forth in Section 3.4(b). In If, after delivery of a Seller Estoppel, a Qualified Tenant Estoppel Certificate for which such Seller Estoppel was delivered is delivered to the event Buyer, such Seller Estoppel shall cease to be of any further force or effect and the GSA requires Sellers shall have no liability with respect thereto. (d) If the Sellers are unable to satisfy the condition set forth in Section 3.4(b) with respect to any Seller to remain liable under Property on or before the applicable Lease with the GSA after the Final Closing Date, then, unless the Buyer hereby agrees elects to indemnify waive such condition, but subject to Section 3.4(c), such Property and hold harmless each its Asset-Related Property shall be deemed an “Excluded Tenant Estoppel Asset”. In such Seller against any Losses event (as defined belowi) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates this Agreement shall terminate but only with respect to such Leases Excluded Tenant Estoppel Asset, (ii) all references hereunder to such Excluded Tenant Estoppel Asset shall be deemed deleted, and such Excluded Tenant Estoppel Asset shall not be deemed a “Property” for any purpose under this Agreement (other than in respect of references to the Specified Properties and with respect to any terms and condition that expressly survive termination of this Agreement), (iii) the GSAapplicable Seller of such Excluded Tenant Estoppel Asset shall not be included in Sellers for purposes of this Agreement, (iv) the Purchase Price shall be reduced by the Allocated Purchase Price for such Excluded Tenant Estoppel Asset, and (v) neither the Sellers nor the Buyer shall have any liability hereunder with regard to the Excluded Tenant Estoppel Asset, except for the obligations hereunder which expressly survive termination of this Agreement.

Tenant Estoppels. (a) Each Within seven Business Days following the date of this Agreement, Seller shall prepare and deliver to each Tenant at such Seller’s Property the Properties an estoppel certificate in the form of Exhibit A C attached hereto (the “Tenant Estoppel”) or such other form as a Tenant is permitted to deliver under its respective Lease, and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto C from each Tenant at such Seller’s Property prior to the Closing, Properties (without the obligation to make any payments or grant any concessions under the Leases). If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly following receipt thereof deliver to the Buyer, or make available on Seller’s transaction website, Buyer a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)Estoppel. (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close consummate the sale and purchase of the Transferred Assets that, transactions contemplated under this Agreement on or before the Initial Closing DateClosing, the Sellers that Seller deliver to the Buyer from Tenants (other than the GSA and i) each of the Tenants listed on Schedule 3.5(b)(i) attached hereto (the “Major Tenants”) and (ii) Tenants occupying at least 75% of the properties associated with the LLC Interests and the Partnership Interests rented area of each Property (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, exclusive of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered rented area leased by the Sellers to the Buyer prior to the date hereofTenants listed on Schedule 3.5(c)), signed tenant estoppel certificates (the “Required Tenant Estoppels”) that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant EstoppelsEstoppel, and which do not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) Owner Entities or accrued and outstanding offsets or defenses under the relevant Lease or nor contain any materially adverse deviations between (Ax) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (By) (xi) the representations and warranties of the Sellers Seller set forth in this Agreement or (yii) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relaterelates. Notwithstanding anything to the contrary in this Section 3.4contrary, Sellers shall also use if Seller fails to deliver each of the Required Estoppels at the Closing after using commercially reasonable efforts to obtain a Statement efforts, Seller may deliver certificates executed by Seller in the form attached as Exhibit D hereto (the “Seller Estoppels”), which shall be dated as of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain Closing Date for (i) any novation no more than 10% of the applicable Lease with the GSA Required Tenant Estoppels for Tenant that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary are not Major Tenants and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Dateone Major Tenant at each Property (other than those Major Tenants set forth on Schedule 3.5(b)(ii) attached hereto (each, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAa “Designated Major Tenant”).

Tenant Estoppels. (a) Each Promptly following the Contract Date, Seller shall prepare and deliver estoppel letters to JPMorgan (i.e., but not any subtenants, licensees or other occupants) as tenant under the JPMorgan Leases, in each Tenant at instance conforming with the estoppel requirements of the applicable JPMorgan Lease (in each such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (instance, the “Tenant EstoppelRequired Lease Estoppel Form”). In that regard, Seller and Buyer hereby acknowledge that JPMorgan Chase Bank, National Association (“JPMorgan”) is the sole tenant at each of the Xxxxxx Building and request each such Tenant to execute the Phoenix Building and deliver the Tenant Estoppel to such Sellerthat JPMorgan may have subtenants. Each Promptly after receipt from JPMorgan, Seller shall use commercially reasonable efforts deliver such tenant’s estoppel letter to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property Buyer. All estoppel letters shall be dated not earlier than thirty (30) days prior to the ClosingClosing Date (provided, without however, that if the initially-scheduled Closing Date set forth in this Agreement is extended for any reason [other than a Seller default hereunder, a casualty or a condemnation or pursuant to Seller’s right to extend the Closing Date under Section 4.3(b) below] then any estoppel letter which is dated within thirty (30) days of said initially-scheduled Closing Date shall be deemed to satisfy the requirements of this Section 4.3 concerning the required date of estoppel letters, and Seller shall have no obligation to make any payments cause same to be dated-down or grant any concessions under the Leasesre-executed). If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase proceed to Closing shall be conditioned upon satisfaction of the Transferred Assets thatfollowing conditions, provided that Buyer may in its sole discretion elect to waive failure by Seller to satisfy any particular condition: (a) Seller shall use good faith efforts to deliver to Buyer, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1i) the Tenant Required Lease Estoppel or (1) except Form executed by JPMorgan with respect to ROFO Documents and ROFR Documents its Lease at the Xxxxxx Building (for which Tenant Estoppelswith such non-material modifications or disclosures as JPMorgan shall make thereto), and not (ii) the Required Lease Required Estoppels, shall be required), Estoppel Form executed by JPMorgan with respect to those Leases that contain a required form of specific estoppel that is attached its Lease at the Phoenix Building (with such non-material modifications or disclosures as an exhibit to such LeaseJPMorgan shall make thereto) (collectively, the form of estoppel attached to such Lease (each, a “Lease Required EstoppelEstoppel Threshold”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) onlythe preceding sentence, the terms a “Tenantsnon-material” and “Leases” modification or disclosure shall refer to the Tenants and the Leases mean a modification or disclosure which is not inconsistent with any of Seller’s representations or warranties contained in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any that the subject of such default inconsistency has been heretofore otherwise disclosed to Buyer in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify Due Diligence Materials or otherwise) and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAdoes not allege a default.

Tenant Estoppels. (a) Each Seller shall prepare request (and deliver thereafter exercise commercially reasonable efforts to obtain) from each Tenant at such Seller’s Property an tenant under a Lease a tenant estoppel certificate in the form of Exhibit A C-1 attached hereto (the “Tenant Estoppel”) and request each hereto, provided, however, if such Tenant to execute and tenant’s Lease attaches or prescribes a form of, or content of, an estoppel certificate, such tenant may deliver the Tenant Estoppel an estoppel certificate conforming to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Sellertenant’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Tenant Estoppel”); provided. If Seller obtains a Tenant Estoppel from any of the tenants, however, that Buyer may, in its sole discretion, in order Seller shall promptly deliver it to accommodate Serial Closings pursuant Purchaser. Notwithstanding the foregoing or anything set forth herein to the Master PSAcontrary, waive Seller, at its option, may deliver to Purchaser a representation letter substantially in the requirement set forth in form of Exhibit C-2 (a “Seller Estoppel”) with respect to El Gaucho Bellevue L.L.C. (“El Gaucho”) only. Either of a Tenant Estoppel or a Seller Estoppel is referred to herein as an “Estoppel”. If Seller fails to deliver Estoppels from both (a) Microsoft Corporation, a Washington corporation and (b) El Gaucho, (collectively, the “Estoppel Condition”) on or before the date that is two (2) Business Days prior to the Closing Date, Purchaser shall thereafter have the right, at Purchaser’s sole option to: (i) terminate this Section 3.4(b)Agreement by notice given to Seller, whereupon the entire Deposit shall be immediately refunded to Purchaser and upon such refund, no party hereto shall have any rights or obligations hereunder except for the surviving obligations, which shall also constitute a waiver of survive such corresponding requirement in each Other PSA termination, or (and in such event, Seller shall be under no obligation ii) proceed to provide a Sellers’ Estoppel Certificate)consummate the Closing hereunder. For purposes hereof (x) delivery of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No a Tenant Estoppel from a tenant in a form different from that set forth on Exhibit C-1 hereto or the form prescribed by such tenant’s Lease Required shall not be deemed delivery of a Tenant Estoppel with respect to such tenant, (y) delivery of a Tenant Estoppel that does not attach or reference the applicable Lease and all amendments, modifications, extensions and guarantees thereto shall not be dated earlier than forty-five deemed delivery of a Tenant Estoppel with respect to such tenant, and (45z) days prior to the Initial Closing Date and no such estoppel shall allege any material delivery of a Tenant Estoppel from a tenant that shows defaults by the Sellers landlord or the tenant, or other obligations of the landlord or the tenant that are inconsistent with this Agreement (in any case, an “Adverse Matter”) shall not be deemed delivery of a Tenant Estoppel with respect to such tenant, except to the extent any that such default has Adverse Matters have been disclosed in writing by the Sellers to the Buyer as any of the date Seller’s representations and warranties under this Agreement or the applicable lease. Seller’s liability under any Seller Estoppel shall expire and be of this Agreement) no further force or accrued and outstanding offsets or defenses under effect on the relevant Lease or contain any materially adverse deviations between earlier of: (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and twelve (B12) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after months following the Closing Date, or (B) the Buyer hereby agrees to indemnify and hold harmless each such date that Purchaser receives a Tenant Estoppel from said tenant which discloses no Adverse Matters. In addition, Seller’s liability under the Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except Estoppel shall be subject to the extent such Losses are the result limitations of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSASection 10.2 hereof.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall will use commercially reasonable efforts to obtain tenant estoppel certificates (each, a “Tenant Estoppel” and collectively, the prompt return of the executed “Tenant Estoppels in substantially the same form as Exhibit A attached hereto Estoppels”) from each Tenant at of the Property in such Sellerform as is prescribed by the terms of the Tenant’s Property prior to Lease or, if no such form is prescribed, substantially in the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed form attached hereto as Exhibit ”H.” Each Tenant Estoppel shall be dated effective no earlier than the date of Buyer’s delivery of the Notice of Closing Date referred to in Section 1.20 (or Lease Required Estoppel or Statement the “Estoppels Submission Date”) and shall be duly executed by the applicable Tenant thereof and each guarantor of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of applicable Lease, if applicableany. Seller shall prepare and forward the proposed form of Tenant Estoppel to each of the Tenants within two (2) following such business days after Seller’s receipt of such the Notice of Closing Date. As a condition to Closing (the “Minimum Required Estoppels Condition”) (which condition Buyer may waive, in Buyer’s sole and absolute discretion), Buyer must receive, not later than five (5) business days before the Scheduled Closing Date (the “Estoppel Delivery Deadline”)(subject to extension as described in Section 6.3), Tenant Estoppel Estoppels from: (or Lease Required Estoppel or Statement of Leasea) all Tenants that have entered into Leases covering more than fifteen thousand (15,000) net rentable square feet in the Shopping Center (each, if applicablea “Major Tenant” and collectively, the “Major Tenants”). ; and (b) In the event Tenants that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are have entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least covering not less than seventy-five percent (75%) of the remaining base rental income over leased square footage in the lease term as Shopping Center (the “Minimum Required Estoppels”). Failure by Seller to obtain and/or deliver to Buyer Tenant Estoppels amounting to the Minimum Required Estoppels shall not constitute a default by Seller, but the timely delivery to Buyer of the date Minimum Required Estoppels and Buyer’s approval of this Agreement as determined such Minimum Required Estoppels in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, Section 6.3 shall be required), with respect a condition to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAfor Buyer.

Tenant Estoppels. (a) Each Seller Purchaser shall prepare and deliver to each Tenant at such Seller’s Property an have received executed estoppel certificate certificates, materially in the form of Exhibit A B or such other form as is specified in the applicable Lease and consistent with the tenant’s obligations thereunder, from tenants occupying a minimum of 80% of the rentable square feet of the Office Improvements, including estoppel certificates from the following tenants: RBC Capital Markets, Xxxxxx Xxxxxxxx, Fish & Xxxxxxxxxx, Starquest Securities, and Stifel Financial. Seller shall provide Purchaser with the final version of the estoppel certificates to be sent to tenants within five (5) business days after the date hereof, and Purchaser shall thereafter have two (2) business days to approve such estoppel certificates (and if not approved within such two (2) business day period, the estoppel certificates will be deemed approved). After Purchaser’s explicit or deemed approval of the estoppel certificates, Seller shall promptly send such estoppel certificates to the applicable tenants. Any such estoppel certificate shall be accepted as long as it (i) does not indicate the continuing existence of an actual default of Seller as landlord under the applicable Lease, and (ii) does not (A) contain material changes from the final version approved by Purchaser if such estoppel certificate is based on the form attached hereto as Exhibit B, or (B) reflect any material deviation from the economic terms described in the final version approved by Purchaser, if such estoppel certificate is not based upon the form attached hereto as Exhibit B, but is instead based upon such other form as is specified in the applicable Lease. Seller and Purchaser agree that any changes made by a tenant to an estoppel certificate as to the term of the applicable Lease, the amount of rent payable by the tenant under the applicable Lease, or the amount of any tenant improvement allowance payable by landlord under the applicable Lease would constitute a “Tenant Estoppel”) and request each such Tenant to execute and deliver material change” or a “material deviation” from the Tenant Estoppel final version of the estoppel certificate approved by Purchaser as to such Sellertenant. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”)from all tenants; provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive receipt of estoppel certificates from tenants beyond the requirement minimum threshold set forth in this Section 3.4(b), which above shall also constitute not be a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be condition to Purchaser’s obligations under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain secure and deliver to Buyer by the prompt return of Closing Date estoppel certificates for all Leases consistent with the executed Tenant Estoppels information in the Leases and substantially in the same form attached hereto as Exhibit B or such form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions may be required under the applicable Leases. If a Tenant returns an executed Tenant Estoppel Each estoppel certificate is required to be addressed to Buyer and its assignee or (or Lease Required Estoppel or Statement of Lease as defined belowif not addressed to Buyer and its assignee) to be covered by a reliance letter from the applicable tenant by which such Sellertenant agrees that Buyer and its assignee may rely on such estoppel certificate as if the estoppel certificate were addressed to Buyer and its assignee (which letter may be merely an email from the applicable tenant); each reference in this Section 2.6 to an “estoppel certificate” shall be deemed to include such requirement. Buyer shall notify Seller in writing, either by the Closing Date or within 3 business days following Buyer’s receipt of an estoppel certificate (pdf copy via email), whichever is earlier, of Buyer’s disapproval of any materially adverse matter(s) contained therein as determined in Buyer’s reasonable business judgment, and the basis of such disapproval (“Buyer’s Disapproval Notice”). Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such have 10 business days from Seller’s receipt of the Buyer’s Disapproval Notice within which to cure such Tenant Estoppel (or Lease Required Estoppel or Statement of Leasematerially adverse matter(s), if applicable). (b) In the event that and the Closing hereunder Date shall occur simultaneously with be extended, at Seller’s option, to allow for up to the Initial Closing, it full 10-business day cure period. It shall be a condition precedent to the Buyer’s obligation to close proceed with Closing and Buyer may terminate this Agreement upon written notice to Seller on the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests Date (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined same may be extended in accordance with the schedule delivered terms of this Agreement), in which event the Xxxxxxx Money shall be returned to Buyer, if by the Sellers Closing Date Seller has not delivered estoppel certificates for Leases covering at least 75% of the leased floor area of the Property (the “Estoppel Requirement”). In the event of such termination, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or liabilities hereunder except as provided in Sections 2.2, 2.3 and 10.2 of this Agreement. Notwithstanding Section 2.6 above, in the Buyer prior to the date hereof, signed event Seller has not obtained tenant estoppel certificates that are substantially in meeting the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant EstoppelsRequirement, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, Seller may in its sole discretion, in order but shall not be obligated to, deliver to accommodate Serial Closings pursuant Buyer a certification and warrant and represent to the Master PSABuyer, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation with respect to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer missing estoppel certificates that as of the date of this Agreement) or accrued represented and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between warranted: (A) the information specified Leases for those tenants are in said Tenant Estoppel or Lease Required Estoppel, as applicable, full force and effect; (B) the amount of the tenants’ security deposits; (xC) the dates through which rent has been paid; and (D) to the Seller’s knowledge, neither any of those tenants nor Seller is in default thereunder. Buyer shall be obligated to accept Seller’s certification in lieu of any missing estoppel certificates. However, if Seller’s certification contains any material adverse matter as determined in Buyer’s reasonable business judgment, Buyer shall have the same right to give Buyer’s Disapproval Notice and to terminate this Agreement as is set forth in the first paragraph of this Section 2.6. Seller’s certification shall be of no further force and effect upon Buyer’s receipt of an estoppel certificate from the applicable tenant meeting the requirements of Section 2.6 above. Seller’s representations and warranties of in the Sellers certificate shall survive the Closing, provided that (i) such representations and warranties shall be subject to the limitations on liability set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required EstoppelSection 10.6 below, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) Buyer must give Seller written notice of any Statement claim it may have against Seller for a breach of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA such representation and warranty within 180 days after the Closing Date, the . Any claim which Buyer hereby agrees to indemnify may have which is not so asserted within such 180-day period shall not be valid or effective and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates shall have no liability with respect to such Leases with the GSAthereto.

Tenant Estoppels. (a) Each Promptly following the mutual execution of this Agreement, Seller shall prepare prepare, and deliver to each Tenant at such Seller’s Property an of the tenants, written estoppel certificate certificates in the form of Exhibit A attached hereto as Exhibit "E" and incorporated herein by reference (the “"Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such SellerEstoppels"). Each Seller shall use commercially reasonable efforts to obtain the prompt return signed Tenant Estoppels from each of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, existing tenants on or before the Initial Closing Contingency Date. If by the Contingency Date Seller has not received and delivered to Buyer a Tenant Estoppel from each existing tenant or Buyer has disapproved the content of any Tenant Estoppel, Buyer shall have the Sellers deliver right to terminate this Agreement upon written notice to Seller on or before the Contingency Date. Buyer's failure to timely disapprove any Tenant Estoppel shall be deemed Buyer's approval thereof. Notwithstanding the following, Buyer from Tenants (other than shall not have the GSA right to disapprove any Tenant Estoppel which is in form and substance materially the Tenants of same as the properties associated form attached hereto as Exhibit "E" and which is not materially inconsistent with the LLC Interests rent roll and the Partnership Interests (as each such term Leases delivered to Buyer and does not otherwise disclose any quarrel or disagreement with Seller. Additionally, if any Tenant Estoppel is defined in the Master PSA)not timely received by Buyer, unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer Seller shall prior to the date hereofClose of Escrow, signed tenant deliver to Buyer (and Buyer shall accept in lieu of a Tenant Estoppel) an estoppel certificates that are substantially in the form of either certified by Seller (1to Seller's actual knowledge) the Tenant Estoppel or (1) except with respect only to ROFO Documents the following matters: the amount of base rent payable by such tenant (and ROFR Documents (for the date through which Tenant Estoppels, such base rent has been paid); the amount of the security deposit held by Seller; the term of such lease including options; the amount and not Lease Required Estoppels, shall be required), with respect to those Leases date of the last payment of any pass-through expenses; and a representation that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to there are no known defaults under such Lease (each, or stating any known defaults). Such certification shall survive the Close of Escrow for a “Lease Required Estoppel”); maximum period of twelve (12) months (provided, however, that if Seller subsequently delivers a Tenant Estoppel from such tenant(s) or Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(bobtains a Tenant Estoppel from such tenant(s), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall thereafter be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each released from such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which certification if such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to confirms the contrary matters in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required estoppel certified by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSASeller).

Tenant Estoppels. (a) Each Reference is made to that certain Office Lease Agreement dated August 1, 2000 with Centex Homes, a Nevada general partnership (“Centex”), as tenant, in respect of the Property, as same may have been amended (the “Centex Lease”). Seller shall prepare and deliver to each Tenant at such Seller’s Property request that Centex execute an estoppel certificate in the form of Exhibit A J-1 attached hereto (with respect to the Centex Lease. For purposes hereof, the term “Tenant Estoppel”) and request each such Tenant Centex Homes Estoppel Certificate” shall refer to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the an estoppel certificate executed Tenant Estoppels by Centex in substantially the same form of Exhibit J-1attached hereto (or as Exhibit A attached hereto from each Tenant at such Seller’s Property otherwise approved by Purchaser) and dated not earlier than the twentieth (20th) day prior to the Closing, without the obligation to make any payments or grant any concessions under the LeasesClosing Date. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver Notwithstanding anything contained herein to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closingcontrary, it shall be a condition precedent (the “Centex Homes Estoppel Condition”) to the Buyer’s obligation of Purchaser to close consummate the sale and purchase transaction that is the subject of this Agreement that Seller deliver to Purchaser the Transferred Assets that, Centex Homes Estoppel Certificate on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer mayPurchaser shall not unreasonably withhold its approval to non-material modifications by Centex to the Centex Homes Estoppel Certificate. In the event that Seller is unable to obtain the Centex Homes Estoppel Certificate, Seller shall not be in default under this Agreement; however, in such event Purchaser shall have the option either to (i) waive receipt of the Centex Homes Estoppel Certificate, or (ii) terminate this Agreement as its sole discretionrecourse, in order which event the Xxxxxxx Money shall be returned to accommodate Serial Closings Purchaser. Purchaser shall make its election pursuant to the Master PSApreceding sentence by sending written notice to Seller upon the earlier of (A) five (5) days after receiving notice from Seller that Seller will be unable to obtain the Centex Homes Estoppel Certificate, waive or (B) the requirement set forth in date of Closing. If Purchaser fails to send timely notice of its election, Purchaser shall be deemed to have elected to terminate this Section 3.4(bAgreement as its sole recourse and the Xxxxxxx Money shall be returned to Purchaser. (b) Reference is made to that certain Lease Agreement dated May 10, 2004 with Xxxxx X. Xxxxxxxxx d/b/a Northpoint Fresh Market Deli (“Deli Tenant”), which shall also constitute a waiver as tenant, in respect of such corresponding requirement in each Other PSA the Property, as same may have been amended (and in such event, the “Fresh Market Deli Lease”). Seller shall be under no obligation request that Deli Tenant execute an estoppel certificate in the form of Exhibit J-2 attached hereto with respect to provide a Sellers’ Estoppel Certificate)the Deli Lease. For purposes of this Section 3.4(b) onlyhereof, the terms term “Tenants” and “LeasesFresh Market Deli Estoppel Certificate” shall refer to an estoppel certificate executed by Deli Tenant in substantially the Tenants and form of Exhibit J-2 attached hereto dated prior to Closing; provided, however, that the Leases Fresh Markt Deli Estoppel Certificate shall not fail to qualify hereunder if the Deli Tenant inserts or includes phrases such as “to Tenant’s knowledge” or “in respect all material respects” or other similar knowledge or materiality qualification(s) to any of the Properties statements contained in the Fresh Market Deli Estoppel Certificate. If Seller is unable to be purchased and sold pursuant to this Agreement and obtain the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Fresh Market Deli Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days Certificate prior to Closing, Seller may, at Seller’s option, deliver to Purchaser a certification from Seller in the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as form of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA Exhibit K attached hereto with respect to each the Fresh Market Deli Lease to which (the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease“Seller Certification”). In the event that Seller is unable to obtain the GSA requires any Fresh Market Deli Estoppel Certificate and is unwilling to provide the Seller Certification, then Purchaser shall have the option either to remain liable under (i) waive receipt of the applicable Lease with Fresh Market Deli Estoppel Certificate, or (ii) terminate this Agreement as its sole recourse, in which event the GSA Xxxxxxx Money shall be returned to Purchaser. Purchaser shall make its election pursuant to the preceding sentence by sending written notice to Seller upon the earlier of (A) five (5) days after receiving notice from Seller that Seller will be unable to obtain the Closing DateFresh Market Deli Estoppel Certificate, or (B) the date of Closing. If Purchaser fails to send timely notice of its election, Purchaser shall be deemed to have elected to terminate this Agreement as its sole recourse and the Xxxxxxx Money shall be returned to Purchaser. If Seller elects to deliver the Seller Certification, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except representations contained therein shall be subject to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAlimitations set forth in Section 5.5 below.

Tenant Estoppels. (a) Each Seller shall prepare and request that Tenants (at no cost to Seller other than amounts for incidental expenses) deliver to Purchaser the following estoppel certificates (each a “Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (Estoppel” and collectively, the “Tenant EstoppelEstoppels”): (i) a fully completed estoppel certificate by T-Mobile (and request each such duly executed under proper authority) in substantially the form attached hereto as Exhibit F-1 with respect to the T-Mobile Building I Lease; (ii) a fully completed estoppel certificate by T-Mobile (and duly executed under proper authority) in substantially the form attached hereto as Exhibit F-2 with respect to the T-Mobile Building II Lease; and (iii) a fully completed estoppel certificate by EFA (and duly executed under proper authority) in substantially the form attached hereto as Exhibit F-3 with respect to the EFA Lease. Such Tenant Estoppels shall be dated as of the date not more than twenty-one (21) days prior to execute and deliver the Tenant Estoppel to such SellerClosing. Each Seller shall use commercially reasonable deliver to Purchaser copies of all executed Tenant Estoppels received. Seller will make diligent efforts to obtain the prompt return Tenant Estoppels, and Seller acknowledges and agrees that the delivery of the executed all Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the BuyerPurchaser’s obligation to close the sale and purchase of transaction contemplated hereunder. Notwithstanding the Transferred Assets that, on or before the Initial Closing Dateforegoing sentence, the Sellers deliver to parties agree that the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined bracketed provisions in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest attached Tenant Estoppels labeled “THIS BRACKETED LANGUAGE IS NOT A CONDITION OF CLOSING” will be included in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule Tenant Estoppels delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants (and Seller agrees that it will remove such brackets and labeling from the Leases forms before presenting them to the Tenants), but the parties agree that those provisions are not required for the Tenant Estoppels to satisfy the condition in respect the foregoing sentence and that such provisions may be modified or deleted in their entirety by the Tenants and such modification or deletion shall not result in the failure of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No affected Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no satisfy such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAcondition.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant secure and deliver to Buyer at such Seller’s Property least two (2) business days prior to the Closing, without Closing Date an estoppel certificate for the obligation to make any payments Lease consistent with the information in the Lease and substantially in the form attached hereto as Exhibit C or grant any concessions such form as may be required under the LeasesLease. If a Tenant returns an executed Tenant Estoppel Each estoppel certificate shall be dated no earlier than 30 days prior to Closing. Buyer shall notify Seller in writing, either by the Closing Date or within 3 business days following Buyer’s receipt of the estoppel certificate (or Lease Required Estoppel or Statement pdf copy via email), whichever is earlier, of Lease Buyer’s disapproval of any materially adverse matter(s) contained therein as defined below) to determined in Buyer’s reasonable business judgment, and the basis of such Seller, such disapproval (“Buyer’s Disapproval Notice”). Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such have 10 business days from Seller’s receipt of the Buyer’s Disapproval Notice within which to cure such Tenant Estoppel materially adverse matter(s), and the Closing Date shall be extended, at Seller’s or Buyer’s option, to allow for up to the full 10-business day cure period. It shall be a condition precedent to Buyer’s obligation to proceed with Closing and Buyer may terminate this Agreement upon written notice to Seller on the Closing Date (or Lease Required Estoppel or Statement as the same may be extended in accordance with the terms of Leasethis Agreement), in which event the Xxxxxxx Money shall be returned to Buyer, if applicableprior to 2 business days prior to the Closing Date Seller has not delivered an estoppel certificate for the Lease (the “Estoppel Requirement”). In the event of such termination, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or liabilities hereunder except as provided in Sections 2.2, 2.3 and 10.2 of this Agreement. Promptly following Buyer’s written notice to Seller, Seller shall request an SNDA from Tenant in a form and substance required by Buyer’s lender. Seller shall use diligent, good faith efforts to cooperate with Buyer in obtaining the SNDA’s on or before Closing; however, the receipt of said SNDA’s shall not be a condition to Closing and, Buyer, not Seller shall have the obligation to negotiate any changes thereto requested by Tenant. (b) In Notwithstanding Section 2.6(a) above, in the event Seller has not obtained the executed Tenant estoppel certificate that meets the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer Estoppel Requirement prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) 2 business days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Seller or Buyer hereby agrees may elect to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after extend the Closing Date except for up to 10 days to obtain the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAsame.

Tenant Estoppels. Promptly following the Contract Date, Seller shall deliver estoppel letters to JPMorgan (i.e., but not any subtenants, licensees or other occupants) as tenant under the JPMorgan Leases, in each instance conforming with the estoppel requirements of the applicable JPMorgan Lease (in each such instance, the “Required Lease Estoppel Form”). In that regard, Seller and Buyer hereby acknowledge that JPMorgan Chase Bank, National Association (“JPMorgan”) is the sole tenant at each of the Fxxxxx Building and the Phoenix Building and that JPMorgan may have subtenants. Promptly after receipt from JPMorgan, Seller shall deliver such tenant’s estoppel letter to Buyer. All estoppel letters shall be dated not earlier than thirty (30) days prior to the Closing Date (provided, however, that if the initially-scheduled Closing Date set forth in this Agreement is extended for any reason [other than a Seller default hereunder, a casualty or a condemnation or pursuant to Seller’s right to extend the Closing Date under Section 4.3(b) below] then any estoppel letter which is dated within thirty (30) days of said initially-scheduled Closing Date shall be deemed to satisfy the requirements of this Section 4.3 concerning the required date of estoppel letters, and Seller shall have no obligation to cause same to be dated-down or re-executed). Buyer’s obligation to proceed to Closing shall be conditioned upon satisfaction of the following conditions, provided that Buyer may in its sole discretion elect to waive failure by Seller to satisfy any particular condition: (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable good faith efforts to obtain deliver to Buyer, on or before the prompt return Closing Date, (i) the Required Lease Estoppel Form executed by JPMorgan with respect to its Lease at the Fxxxxx Building (with such non-material modifications or disclosures as JPMorgan shall make thereto), and (ii) the Required Lease Estoppel Form executed by JPMorgan with respect to its Lease at the Phoenix Building (with such non-material modifications or disclosures as JPMorgan shall make thereto) (collectively, the “Estoppel Threshold”). For purposes of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such preceding sentence, a “non-material” modification or disclosure shall mean a modification or disclosure which is not inconsistent with any of Seller’s Property prior representations or warranties contained in this Agreement (except to the Closing, without extent that the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy subject of such executed Tenant Estoppel (inconsistency has been heretofore otherwise disclosed to Buyer in this Agreement, the Due Diligence Materials or Lease Required Estoppel or Statement of Lease, if applicableotherwise) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)and does not allege a default. (b) In the event that the Closing hereunder shall occur simultaneously with the Initial ClosingIf, it shall be a condition to the Buyer’s obligation to close the sale and purchase as of the Transferred Assets thatinitially-scheduled Closing Date hereunder, Buyer has not received estoppel letters executed from JPMorgan with respect to its Leases at each of the Fxxxxx Building and the Phoenix Building so as to satisfy the Estoppel Threshold, Seller may in its sole discretion elect, by written notice thereof delivered to Buyer on or before said initially-scheduled Closing Date, to extend the initially-scheduled Closing Date to a date certain which is not later than May 18, 2007 in order for Seller to continue to attempt to satisfy the Estoppel Threshold. If, on or before the Initial Closing DateDate (as same may be extended as described above), Seller is unable to obtain and deliver sufficient tenant estoppel letters to satisfy the Sellers deliver Estoppel Threshold, then Seller will not be in default by reason thereof, but Buyer shall, by notice given to Seller before the Closing, elect, as its sole recourse therefor, either (i) to waive said conditions and proceed with the Closing, accepting the Property subject thereto, or (ii) to terminate this Agreement, in which event the Exxxxxx Money Deposit shall be returned to Buyer, subject to the Buyer from Tenants disbursement and payment release conditions set forth in Section 3.1, and the parties shall have no further liability or obligations to each other hereunder (other than those liabilities and obligations that expressly survive a termination of this Agreement). Buyer’s failure to elect either (i) or (ii) above, in writing to Seller, on or before the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests Closing Date (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into same may be extended as contemplated in Section 3.9(a)(yaforesaid) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form deemed an election of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease option (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement i) set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA4.3.

Tenant Estoppels. (a) Each Purchaser shall have received from Seller shall prepare and deliver prior to each Tenant at such Seller’s Property Closing a completed tenant estoppel certificate in favor of Purchaser from all tenants; provided, however, receipt of an estoppel certificate from Covergys Information Management Group Inc. shall not be a condition to Purchaser’s obligation to close, each substantially in the form of Exhibit A G, attached hereto hereto, alleging (i) no material discrepancies between the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return terms of the executed Tenant Estoppels Leases as compared with the terms of the Leases set forth in substantially the same form as Exhibit A attached hereto from each Tenant at such copies of the Leases delivered by Seller and Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel representations and warranties herein; and (or Lease Required Estoppel or Statement of Lease as defined belowii) to such no uncured default by Seller, such Seller shall promptly deliver to the Buyeras landlord, or make available on Seller’s transaction websitethereunder, and made a copy of such executed Tenant Estoppel part hereof and dated within fifteen (or Lease Required Estoppel or Statement of Lease, if applicable15) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that days before the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer mayif Seller is unable to obtain completed tenant estoppel certificates from all tenants, in its sole discretion, in order to accommodate Serial Closings pursuant to Seller may deliver estoppel certificates containing generally the Master PSA, waive the requirement information set forth in this Section 3.4(bExhibit G, except that “Tenant’s knowledge” shall be amended to read “Landlord’s knowledge,” executed by Seller covering any tenant that occupies less than 10% of the net rentable square feet of the Building (the “Tenant Estoppel Certificate”), except Sun Microsystems, Inc. (“Sun”). In addition, the Sun estoppel must confirm that operating expenses are paid on a net basis, not increases over a base year. Any Tenant Estoppel Certificate which shall also constitute is received from a waiver of such corresponding requirement in each Other PSA (Tenant after Seller provides its own estoppel may be substituted for Seller’s estoppel and in such event, Seller shall be under have no obligation further liability thereunder, provided that such Tenant Estoppel Certificate contains no changes or, if changed, is otherwise reasonably acceptable to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectivelyPurchaser. No Tenant Estoppel or Lease Required Estoppel Certificate delivered hereunder shall be dated earlier than forty-five (45) days deemed defective merely by reason of the fact that a tenant has qualified any statement contained therein by a “best of knowledge” or similar standard. In addition, Purchaser shall have received from Seller at or prior to the Initial Closing Date and no such a completed estoppel shall allege any material defaults by the Sellers certificate in favor of Purchaser from: (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (Ai) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA property owners association with respect to each Lease to which Schedule B, Exception X of that certain title commitment issued by Chicago Title Company, Order Number 1401 008359640 D2, with an effective date of October 19, 2006 (the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and “Title Commitment”); (ii) any Statement the owner of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates One Xxxxxx with respect to such Leases Schedule B, Exception Z of the Title Commitment; and (iii) the owner of the sewer plant with respect to Schedule B, Exceptions V and AM of the GSATitle Commitment (collectively, the “Title Estoppels”). The Title Estoppels shall be in a form reasonably acceptable to Purchaser (with Seller required to cure any default and pay any outstanding assessment raised by an estoppel).

Tenant Estoppels. (a) Each Seller shall prepare and deliver Provided Buyer has timely provided the information necessary to each Tenant at such Seller’s Property obtain an estoppel certificate form and provided this Agreement has not been terminated as specifically set forth in the form of Exhibit A attached hereto (the “Tenant Estoppel”) this Agreement and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Buyer is performing its obligations as set forth herein, Seller shall use commercially reasonable efforts after the End of the Inspection Period to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property and deliver to Buyer, no later than three (3) business days prior to the ClosingClosing Date, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Estoppel from: (i) SSKG, Inc. d/b/a RCG South Suburban (the Tenant at the Olympia Fields Property), (ii) Surgery Center of Mount Xxxx, LLC, a Florida limited liability company (the Tenant at the Mount Xxxx Property), and (iii) Tenants under Leases covering at least eighty percent (80%) of the leased space (based on rentable square footage) at the Columbus Property. Buyer shall have the right to terminate this Agreement if (a) the Tenant Estoppels set forth above are not delivered to Buyer in a timely manner, or (b) a Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such from a Tenant specified above discloses an outstanding sum owed by Seller, such a construction or similar obligation by Seller, modification, default, or economic or deviation from the information contained in the leases or other information delivered by Seller shall promptly deliver to Buyer prior to the End of the Inspection Period (provided, however Buyer’s termination under subsection (b) above shall be automatically rescinded if, or make available on Seller’s transaction website, a copy within one (1) business day of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation notice to close the sale and purchase of the Transferred Assets thatterminate, on or before the Initial Closing Date, the Sellers deliver Seller agrees in writing to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined satisfy any outstanding sums referenced in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel at Closing or otherwise credit Buyer at Closing for any amounts necessary to remedy any outstanding obligations of Seller that can be reasonably remedied through such credit). Buyer’s failure to disapprove any estoppel received within three (13) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, days after receipt shall be required), with respect deemed Buyer’s approval thereof. Seller’s failure to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, satisfy the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement conditions set forth in this Section 3.4(b), which 4.1.3 shall also not constitute a waiver of such corresponding requirement in each Other PSA Seller default hereunder. If the foregoing conditions are not satisfied on or before the Closing Date, then Buyer may elect, as its sole remedy by written notice given to Seller on or before the Closing, to either (and in such eventi) terminate this Agreement, Seller whereupon the Xxxxxxx Money Deposit shall be under no obligation returned to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(bBuyer, or (ii) only, waive such condition whereupon the terms “Tenants” and “Leases” transaction shall refer proceed to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relatescheduled Closing. Notwithstanding anything to the contrary in this Section 3.4contrary, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers have no right to obtain (i) any novation terminate this Agreement and receive a return of the applicable Lease with the GSA that may be required by the GSA Xxxxxxx Money Deposit as a result of a failure of this Buyer’s condition in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event Buyer fails to timely deliver to Seller on or before five (5) business days following the GSA requires any Seller Effective Date the Buyer’s information (e.g. name of Buyer’s entity) to remain liable under reference in the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees Tenant Estoppel request to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSATenant.

Tenant Estoppels. (a) Each Within twenty-one (21) days following the execution of this Agreement, each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the ClosingProperty, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, that on or before the Initial Closing Date, the Sellers deliver to the Buyer from from (i) Tenants (other than the GSA and the Tenants GSA) representing or leasing at least 75% of the properties associated rented area of each Property (exclusive of any rented area represented by a Lease with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(yGSA) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date Closing Date, (ii) Tenants (other than the GSA) representing or leasing at least 75% of this Agreement as determined in accordance the aggregate rented area of all of the Properties (exclusive of any rented area represented by a Lease with the schedule delivered GSA) as of the Closing Date, and (iii) at least 95% of the aggregate of the square footage represented or leased by the Sellers to the Buyer prior to the date hereofMajor Tenants, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (12) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, each a “Lease Required Estoppel”); provided, however, that Buyer may), in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), each case and which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall do not allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or nor contain any materially adverse deviations between (Ax) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, applicable and (By) (xI) the representations and warranties of the Sellers set forth in this Agreement or (yII) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers Seller shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party, provided, however, that in no event shall the delivery of a Statement of Lease be deemed to apply towards the satisfaction of Seller’s obligations in the immediately preceding sentence or Seller’s obligations set forth in Section 3.4(c) below. The Buyer shall cooperate with the Sellers Seller to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary designee and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller Seller, or its Affiliates Affiliates” with respect to such Leases with the GSA. (c) If the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Closing Date, the Buyer shall have the right, but not the obligation, to adjourn the Closing on one or more occasions for a period of up to 30 days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable). (d) Notwithstanding anything contained in this Agreement to the contrary, in the event either (i) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants representing at least 60% of the rented area of a Property (exclusive of the rented area represented by a Lease with the GSA) as of the Closing Date, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the rented area of such Property (exclusive of the rented area represented by a Lease with the GSA) or (ii) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants occupying at least 60% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of all of the Properties as of the Closing, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of the Properties as of the Closing Date, Seller shall have the right (but not the obligation) to deliver to Buyer on the Closing Date a certificate in the form of Schedule 3.4(d) (a "Seller's Estoppel Certificate"), executed by Seller, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i) and (ii), and in such event, Seller shall be deemed to have satisfied the condition under Sections 3.4(b)(i) and (ii). In addition, Seller shall be released from any liability with respect to such Seller's Estoppel Certificate upon the earlier of (A) the date of delivery to Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Seller has delivered such Seller's Estoppel Certificate or (B) the date that is one year after the Closing Date.

Tenant Estoppels. Seller shall request from each of the tenants at the Property and promptly deliver to Buyer estoppel certificates (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A D attached hereto or (b) in such form as is permitted by any tenant Lease (in either case, an “Estoppel Certificate” or “Estoppel Certificates”). Within five (5) business days after the “Tenant Estoppel”) Effective Date, Seller shall deliver to Buyer copies of such Estoppel Certificates with all blank spaces completed for Buyer’s review and request each such Tenant to execute and deliver the Tenant Estoppel to such Sellerapproval. Each Thereafter, Seller shall use good faith commercially reasonable efforts to obtain the prompt return of the executed Tenant Confirming Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Sellerfrom all tenants. In exercising commercially reasonable efforts, such Seller shall promptly deliver request execution by transmitting correspondence to the Buyertenants, and Seller or make available on Seller’s transaction websiteits property manager shall follow up by telephone from time to time as appropriate, a copy but Seller shall not be required to institute any legal action of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) any kind. Promptly following such Seller’s receipt of such Tenant Estoppel any Confirming Estoppel, but in no event longer than two (or Lease Required Estoppel or Statement of Lease, if applicable). (b2) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyerbusiness days following Seller’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such eventreceipt, Seller shall be under no obligation deliver to provide Buyer a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) onlytrue, the terms “Tenants” correct and “Leases” shall refer to the Tenants and the Leases in respect complete copy of the Properties Confirming Estoppel, which delivery may be effected by electronic mail to be purchased Buyer’s legal counsel. Any such fully executed Estoppel Certificate that does not allege any default by Seller or such Tenant, does not contain any other changes from the form approved by Buyer and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be not dated earlier more than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except is referred to herein as a “Confirming Estoppel.” Except with respect to the extent “Required Tenant Estoppels,” Seller’s inability to obtain any such default has been disclosed in writing by the Sellers one or more Estoppel Certificates under this Section 4.6.1 is not a condition to the Closing, is not a Seller default, and does not permit Buyer as of the date to terminate this Agreement. For purposes of this Agreement) or accrued and outstanding offsets or defenses under , the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Required Tenant Estoppels shall include Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties Certificates from each of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. following tenants: Target Corporation and The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSANewsRoom.

Tenant Estoppels. Seller will send the Estoppel Certificates to the Tenants within ten (a10) Each Seller shall prepare days after the Effective Date and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall will use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto deliver to Purchaser, at least three (3) Business Days prior to Closing, an Estoppel Certificate certified to Purchaser from each Tenant at such Seller’s Property prior to in the Closing, without the obligation to make any payments or grant any concessions under the Leasesapplicable form attached hereto as Exhibit B (an “Estoppel Certificate”). If a Tenant returns an executed Tenant Estoppel Purchaser shall have three (or Lease Required Estoppel or Statement of Lease as defined below3) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such SellerBusiness Days after Purchaser’s receipt of an Estoppel Certificate from a Tenant (but in any case, prior to Closing) to disapprove the applicable Estoppel Certificate so received on the basis of such constituting a Non-Complying Estoppel Certificate (and the failure to timely do so shall constitute approval thereof). A “Non-Complying Tenant Estoppel Certificate” means an Estoppel Certificate that (a) discloses economic or other terms of the applicable Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously are inconsistent in a material and adverse manner with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase terms of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver Lease delivered to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered Purchaser by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and of which Purchaser did not have actual knowledge prior to the “Tenants” and “Leases” (as each such term is defined in each expiration of the Other PSAsDue Diligence Period, (b) in respect alleges (1) a monetary default of Seller under the “Properties” applicable Lease, or (as such term 2) a material non-monetary default of Seller under the applicable Lease, or (c) is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier more than forty-five forty (45) days prior to the Initial Closing Date Closing. Seller shall not be obligated to incur any third-party costs in connection therewith or to declare any default or event of default or otherwise exercise any remedies against any Tenant on account of such Tenant’s failure to provide an Estoppel Certificate. Seller shall not be in default hereunder by reason of Seller’s failure to deliver one or more Estoppel Certificates to Purchaser or by reason of Seller’s delivery of one or more Estoppel Certificates that are Non-Complying Tenant Estoppel Certificates. Seller shall provide Purchaser with a copy of each completed Estoppel Certificate and no Purchaser shall have two (2) Business Days after receipt of such estoppel shall allege copy to give Seller any material defaults by the Sellers (except comments on such Estoppel Certificate prior to Seller submitting same to the extent any such default has been disclosed in writing by the Sellers applicable Tenant, which comments shall be limited to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the factual information specified that Seller inserts in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAEstoppel Certificate.

Tenant Estoppels. Between the Effective Date and the Date of Closing, Seller agrees to deliver to, and attempt to obtain from, all tenants of the Property (aor any portion thereof) Each estoppel certificates in the form attached as Exhibit 4.5 ("ESTOPPEL CERTIFICATES"). Seller shall prepare and deliver to each Tenant Purchaser at such Closing all Estoppel Certificates obtained by Seller from tenants of the Property. In the event that as of Closing Seller has not received Estoppel Certificates from tenants occupying at least eighty-five percent (85%) of the occupied rentable space in the Improvements, then Seller may (but shall not be required to) furnish Purchaser with certificates ("SELLER CERTIFICATES") certifying, to Seller’s Property an estoppel certificate 's actual knowledge, all of the matters set forth in the form of Exhibit A estoppel certificate attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel as Exhibit 4.5 with respect to such Seller. Each Leases as are necessary to provide Purchaser with a combination of Estoppel Certificates and Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements Certificates for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventycovering eighty-five percent (7585%) of remaining base rental income over the lease term as occupied rentable space in the Improvements. Purchaser agrees that Purchaser shall accept the Seller Certificates in lieu of the date missing Estoppel Certificates. It is agreed that non-material exceptions, qualifications or modifications of any Estoppel Certificate or Seller Certificate shall not permit Purchaser to terminate this Agreement as determined Agreement. Upon subsequent delivery to Purchaser of a missing Estoppel Certificate, Purchaser shall cancel any Seller Certificate executed in accordance with lieu thereof and return such cancelled Seller Certificate to Seller. The representations contained in any Seller Certificate shall survive the schedule delivered by the Sellers Closing to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppelsextent set forth in, and not Lease Required Estoppels, Purchaser's remedies for breach thereof shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Leasesubject to, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement provisions set forth in this Section 3.4(b)5.1 below, which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (same manner as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth Seller in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of LeaseSection 5.1. In the event that Seller is unable to obtain Estoppel Certificates from tenants occupying at least eighty-five percent (85%) of the GSA requires any occupied rentable space in the Improvements and Seller is unwilling to remain liable under furnish Purchaser with sufficient Seller Certificates to meet the applicable Lease with foregoing percentage, then Purchaser may terminate this Agreement and the GSA after the Closing Date, the Buyer hereby agrees Deposit and Performance Deposit shall thereupon be returned to indemnify and hold harmless each such Seller against any Losses (Purchaser as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAsole remedy.

Tenant Estoppels. (a) Each Seller shall prepare use its best efforts to obtain signed Estoppel Certificate(s) and deliver the same to each Tenant at such Seller’s Property an estoppel certificate Buyer, on or before the expiration of the Contingency Period, substantially in the form of Exhibit A attached hereto as Exhibit C (the “Tenant Estoppel”) and request ), executed by each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return tenant under each of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents the status of such Lease, rent payments, tenant improvements, lease defaults and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit other matters relating to such Lease, the form of estoppel attached and disclosing no defaults, disputes or other matters objectionable to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion. The foregoing Due Diligence Review, Environmental Audit and Tenant Estoppel Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to be satisfied or waived. Buyer shall have the Contingency Period in order which to accommodate Serial Closings pursuant satisfy or waive such Contingencies. A Contingency shall be deemed to have been satisfied or waived by Buyer unless prior to the Master PSAexpiration of the Contingency Period Buyer shall deliver to Seller a written notice to terminate this Contract (the “Termination Notice”). If Buyer does not provide a Termination Notice, waive then the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller Contingencies shall be under deemed satisfied or waived and the parties shall, subject to the satisfaction of all other terms and conditions applicable to the respective parties’ obligations hereunder, be obligated to proceed to Closing. If Buyer provides a Termination Notice to Seller prior to the expiration of the Contingency Period, then this Agreement shall terminate and be of no further force and effect at the end of the Contingency Period without the further action of either party. Upon any such termination, Escrow Holder shall return the Deposit to Buyer, and the parties shall have no obligation to provide a Sellers’ Estoppel Certificate)proceed to Closing. For purposes of this Section 3.4(b) With respect to the Existing Contracts only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier not less than forty-five (455) days prior to the Initial expiration of the Contingency Period, Buyer shall furnish Seller with a written notice of the contracts and agreements (the “Approved Contracts “) which Buyer has elected to assume at the Closing. All Existing Contracts not included in any such notice shall be excluded from the Property to be conveyed to Buyer and are herein respectively referred to as the “Rejected Contracts”. Prior to the end of the Contingency Period, Seller shall inform Buyer of those of the Rejected Contracts that Seller elects, at Seller’s sole cost and expense, to terminate on or before the Closing Date and no such estoppel shall allege any material defaults deliver to Buyer evidence satisfactory to Buyer of Seller’s termination on or prior to Closing of all Rejected Contracts so identified by Seller. All other Rejected Contracts shall be accepted by Buyer should Buyer elect to waive the Sellers (except Contingencies specified above. If Buyer fails to give the notice described in this paragraph within the Contingency Period, then Buyer shall be deemed to have elected to assume all contracts relating to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAProperty.

Tenant Estoppels. Following the Contract Date (a) Each which may, at Seller’s election, be within a reasonable time after the Contingency Period), Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in letter to JPMorgan Chase Bank, National Association (“JPMorgan”) as tenant under that certain Agreement of Office Lease dated February 9, 2010 between Seller, as landlord, and JPMorgan, as tenant (as amended from time to time, the form “JPMorgan Lease”), conforming with the estoppel requirements of Exhibit A attached hereto the JPMorgan Lease (the “Tenant EstoppelRequired Lease Estoppel Form”) ). In that regard, Seller and request each such Tenant to execute Buyer hereby acknowledge that, as of the date hereof, JPMorgan is the sole tenant of the Building and deliver the Tenant Estoppel to such Sellerthat JPMorgan may have subtenants. Each Promptly after receipt from JPMorgan, Seller shall use commercially reasonable efforts deliver such tenant’s estoppel letter to obtain the prompt return of the executed Tenant Estoppels Buyer. All estoppel letters described in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property this Section 4.3 shall be dated not earlier than thirty (30) days prior to the ClosingClosing Date (provided, without however, that if the initially-scheduled Closing Date set forth in this Agreement is extended for any reason [other than a Seller default hereunder or pursuant to Seller’s right to extend the Closing Date under Section 1.1(f) above] then any estoppel letter described in this Section 4.3 which is dated within thirty (30) days of said initially-scheduled Closing Date shall be deemed to satisfy the requirements of this Section 4.3 concerning the required date of estoppel letters, and Seller shall have no obligation to make any payments cause same to be dated-down or grant any concessions under the Leasesre-executed). If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase proceed to Closing shall be conditioned upon satisfaction of the Transferred Assets thatfollowing conditions, provided that Buyer may in its sole discretion elect to waive failure by Seller to satisfy any particular condition: (a) Seller shall use good faith efforts to deliver to Buyer, on or before the Initial Closing Date, the Sellers deliver Required Lease Estoppel Form executed by JPMorgan with respect to its Lease at the Building (with such non-material modifications or disclosures as JPMorgan shall make thereto) (the “Estoppel Threshold”). For purposes of the preceding sentence, a “non-material” modification or disclosure shall mean a modification or disclosure which is not inconsistent, in any material respect, with any of Seller’s representations or warranties contained in this Agreement (except to the extent that the subject of such inconsistency has been heretofore otherwise disclosed to Buyer from Tenants in this Agreement, the Due Diligence Materials or otherwise) and does not allege a default by Seller under the JPMorgan Lease. If, on or before the Closing Date (as same may be extended as described in Section 1.1(f) above), Seller is unable to satisfy the Estoppel Threshold, then Seller will not be in default by reason thereof, but Buyer shall, by notice given to Seller before the Closing, elect, as its sole recourse therefor, either (i) to waive said conditions and proceed with the Closing, accepting the Property subject thereto, or (ii) to terminate this Agreement, in which event the Exxxxxx Money Deposit shall be returned to Buyer, subject to the disbursement and payment release conditions set forth in Section 3.1, and the parties shall have no further liability or obligations to each other hereunder (other than those liabilities and obligations that expressly survive a termination of this Agreement). Buyer’s failure to elect either (i) or (ii) above, in writing to Seller, on or before the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests Closing Date (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into same may be extended as contemplated in Section 3.9(a)(yaforesaid) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form deemed an election of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease option (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement i) set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA4.3.

Tenant Estoppels. At least two (2) business days prior to the scheduled date of the Closing, Buyer shall have received Tenant Estoppels (Seller's Estoppel Certificates do not satisfy this requirement) in form and substance satisfactory to Buyer from (a) Each Seller all of the Lead Tenants and all other Tenants for which memoranda of lease have been recorded in the Auditor's Records of Xxxxxx County, Washington, and (b) other Tenants which, together with such Tenants under clause (a), lease an aggregate of eighty-five percent (85%) of the GLA of the Project which is leased as of May 10, 2004. The Tenant Estoppels may be dated any date after May 10, 2004 and shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate be substantially (i) in the form of Exhibit A EXHIBIT "I" attached hereto (for Tenants under Leases which do not limit the “Tenant Estoppel”) and request each information to be provided in the form of tenant estoppel such Tenant Tenants are required to execute and deliver deliver, or (ii) in the form referenced in the applicable Leases with respect to Leases specifying the form of the estoppel certificates, or (iii) such other form as Buyer may reasonably approve. Buyer shall not be required to approve any estoppel certificate which contains any statement that is materially inconsistent with the terms of the Basic Rent Roll or applicable Lease, or that alleges any material default on the part of the landlord under the applicable Lease, or that asserts any right to offset or withhold rent due under the applicable Lease except as expressly permitted by the terms of the Lease. Seller shall provide a Seller Estoppel Certificate to Buyer in the form attached hereto as EXHIBIT "I-1" for the balance of the leased GLA of the Project two (2) business days prior to the scheduled date of the Closing. If any Tenant for which Seller delivers a Seller Estoppel Certificate thereafter delivers a Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereofClosing satisfying the requirements of the second preceding sentence, signed tenant estoppel certificates that are substantially in then Buyer shall return to Seller the form of either (1) the Tenant respective Seller Estoppel or (1) except with respect to ROFO Documents Certificate and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, such Seller Estoppel Certificate shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to no force or effect whatsoever and if such Lease, requirements are not satisfied then this Buyer's Condition shall be deemed not satisfied and the form provisions of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which SECTION 4.2 shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, apply. Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use Seller's commercially reasonable efforts to obtain a Statement of Lease Tenant Estoppel from the GSA with respect each and every Tenant; provided however, that Seller shall not be in default hereunder if despite Seller's commercially reasonable efforts, Seller is unable to each Lease to which the GSA is deliver a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be Tenant Estoppel from every Tenant required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any hereunder but Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except has delivered a Seller's Estoppel Certificate to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSArequired hereunder.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the ClosingProperty, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required 21 Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, that on or before the Initial Closing Date, the Sellers deliver to the Buyer from (i) Tenants (other than the GSA and the Tenants GSA) representing or leasing at least 75% of the properties associated rented area of each Property (exclusive of any rented area represented by a Lease with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(yGSA) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date Closing Date, (ii) Tenants (other than the GSA) representing or leasing at least 75% of this Agreement as determined in accordance the aggregate rented area of all of the Properties (exclusive of any rented area represented by a Lease with the schedule delivered GSA) as of the Closing Date, and (iii) at least 95% of the aggregate of the square footage represented or leased by the Sellers to the Buyer prior to the date hereofMajor Tenants, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (12) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, each a “Lease Required Estoppel”); provided, however, that Buyer may), in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), each case which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under are dated no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall which do not allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or nor contain any materially adverse deviations between (Ax) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, applicable and (By) (xI) the representations and warranties of the Sellers set forth in this Agreement or (yII) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers Seller shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party, provided, however, that in no event shall the delivery of a Statement of Lease be deemed to apply towards the satisfaction of Seller’s obligations set forth above in this Section 3.4(b) or Seller’s obligations set forth in Section 3.4(c) below. The Buyer shall cooperate with the Sellers Seller to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary designee and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller Seller, or its Affiliates Affiliates” with respect to such Leases with the GSA. (c) If the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Closing Date, the Buyer shall have the right, but not the obligation, to adjourn the Closing on one or more occasions for a period of up to 30 days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable). (d) Notwithstanding anything contained in this Agreement to the contrary, in the event either (i) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants representing at least 60% of the rented area of a Property (exclusive of the rented area represented by a Lease with the GSA) as of the Closing Date, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the rented area of such Property (exclusive of the rented area represented by a Lease with the GSA) or (ii) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants occupying at least 60% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of all of the Properties as of the Closing, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of the Properties as of the Closing Date, Seller shall have the right (but not the obligation) to deliver to Buyer on the Closing Date a certificate in the form of Schedule 3.4(d) (a “Seller's Estoppel Certificate”), executed by Seller, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i) and (ii), and in such event, Seller shall be deemed to have satisfied the condition under Sections 3.4(b)(i) and (ii). In addition, Seller shall be released from any liability with respect to such Seller's Estoppel Certificate upon the earlier of (A) the date of delivery to Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Seller has delivered such Seller's Estoppel Certificate or (B) the date that is one year after the Closing Date.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the ClosingProperty, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, that on or before the Initial Closing Date, the Sellers deliver to the Buyer from (i) Tenants (other than the GSA and the Tenants GSA) representing or leasing at least 75% of the properties associated rented area of each Property (exclusive of any rented area represented by a Lease with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(yGSA) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date Closing Date, (ii) Tenants (other than the GSA) representing or leasing at least 75% of this Agreement as determined in accordance the aggregate rented area of all of the Properties (exclusive of any rented area represented by a Lease with the schedule delivered GSA) as of the Closing Date, (iii) at least 95% of the aggregate of the square footage represented or leased by Major Tenants, and (iv) all of the Sellers to the Buyer prior to the date hereofROFO Tenants, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (12) except with respect to ROFO Documents and ROFR Documents Leases (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, each a “Lease Required Estoppel”); provided, however, that Buyer may), in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), each case which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under are dated no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall which do not allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or nor contain any materially adverse deviations between (Ax) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, applicable and (By) (xI) the representations and warranties of the Sellers set forth in this Agreement or (yII) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. If a Tenant Estoppel delivered by any ROFO Tenant does not include a statement confirming that such ROFO Tenant has no Lease Options (but otherwise satisfies the requirements set forth above), then the same shall constitute a material adverse deviation for purposes of the preceding sentence. In such event, Buyer shall have the right, within five (5) Business Days after delivery of such Tenant Estoppel for a ROFO Tenant by Seller to Buyer, to elect, in Buyer’s sole and absolute discretion, either (A) to waive the requirement that such Tenant Estoppel include a statement confirming that such ROFO Tenant has no Lease Options, or (B) to require Seller to seek evidence reasonably satisfactory to Buyer that such Lease Options have been permanently waived by such ROFO Tenant in accordance with Section 6.2(d)(xii). Notwithstanding anything to the contrary in this Section 3.4, Sellers Seller shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party, provided, however, that in no event shall the delivery of a Statement of Lease be deemed to apply towards the satisfaction of Seller’s obligations set forth above in this Section 3.4(b) or Seller’s obligations set forth in Section 3.4(c) below. The Buyer shall cooperate with the Sellers Seller to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary designee and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller Seller, or its Affiliates Affiliates” with respect to such Leases with the GSA. (c) If the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Closing Date, the Buyer shall have the right, but not the obligation, to adjourn the Closing on one or more occasions for a period of up to 30 days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable). (d) Notwithstanding anything contained in this Agreement to the contrary, in the event either (i) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants representing at least 60% of the rented area of a Property (exclusive of the rented area represented by a Lease with the GSA) as of the Closing Date, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the rented area of such Property (exclusive of the rented area represented by a Lease with the GSA) or (ii) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants occupying at least 60% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of all of the Properties as of the Closing, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of the Properties as of the Closing Date, Seller shall have the right (but not the obligation) to deliver to Buyer on the Closing Date a certificate in the form of Schedule 3.4(d) (a “Seller's Estoppel Certificate”), executed by Seller, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i) and (ii), and in such event, Seller shall be deemed to have satisfied the condition under Sections 3.4(b)(i) and (ii). In addition, Seller shall be released from any liability with respect to such Seller's Estoppel Certificate upon the earlier of (A) the date of delivery to Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Seller has delivered such Seller's Estoppel Certificate or (B) the date that is one year after the Closing Date.

Tenant Estoppels. (a) Each Seller MOP and Sellers shall prepare use commercially reasonable best efforts to obtain and deliver to each Tenant at such Seller’s Property an Purchaser, or cause to be delivered to Purchaser, tenant estoppel certificate certificates substantially in the form of Exhibit A attached E hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return from all of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the LeasesTenants . If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition precedent to the Buyer’s obligation Purchaser's obligations to close the sale proceed to Closing under this Agreement that MOP or Sellers obtain, and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants Purchaser no later than ten (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y10) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer days prior to the date hereofClosing, signed tenant estoppel certificates that are substantially in the form of either Exhibit E (1a) the Tenant Estoppel or (1) except with respect to ROFO Documents all Major Tenants and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), b) with respect to those Leases Tenants that contain a required form are leasing at least sixty-five percent (65%) of specific the total aggregate rentable square footage of the Properties that will ultimately be conveyed hereunder (such tenant estoppel certificates being the "Required Tenant Estoppel Certificates"). The Required Tenant Estoppel Certificates shall have been executed by the applicable Tenants no earlier than sixty (60) days prior to the Closing Date. In addition to the foregoing, in the event that is attached as an exhibit MOP or Sellers do not deliver to such Lease, Purchaser no later than ten (10) days prior to Closing tenant estoppel certificates substantially in the form of estoppel attached Exhibit E for Tenants at any particular Property that lease at least fifty percent (50%) of the total rentable square feet with respect to such Lease Property, or if Sellers or MOP fail to deliver tenant estoppel certificates substantially in the form of Exhibit E with respect to each Major Tenant of each Property, Purchaser shall have the right to exclude such Property (eachor Properties) from the Properties to be purchased under this Agreement, a “Lease Required Estoppel”); providedand such Property (or Properties) shall be an Excluded Property for all purposes under this Agreement. In addition, however, that Buyer maynotwithstanding anything herein to the contrary, in its sole discretionthe event MOP or a Seller delivers a tenant estoppel certificate (including a Required Tenant Estoppel Certificate) to Purchaser and Purchaser does not deliver to MOP or such Seller an objection in writing to such Tenant's responses or non-responses in the particular tenant estoppel certificate within five (5) Business Days of the delivery of the particular tenant estoppel certificate to Purchaser, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement such tenant estoppel certificate shall be deemed satisfied for all conditions and provisions of this Agreement. Other than as expressly set forth in this Section 3.4(b)7.02, which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, neither MOP nor any Seller shall be under no have any obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA responsibility with respect to each Lease any tenant estoppel certificate other than to which cause same to be submitted and to request the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAexecution thereof.

Tenant Estoppels. (a) Each Seller Purchaser shall prepare and deliver to each have received Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels certificates in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property as EXHIBIT 4.6 (or, if different, the form required by the applicable Lease or delivered to Seller prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase 's acquisition of the Transferred Assets thatProperty) from tenants who lease, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA)aggregate, unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially Tenants in the Property in substantially the same form as Seller received from such tenants when Seller acquired the Property (the "TENANT ESTOPPEL CERTIFICATES"). Seller shall provide Purchaser with copies of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents Certificates prepared by Seller for Purchaser's review and ROFR Documents (for which comment before delivering the completed Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer Certificates to the Tenants and the Leases completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of one (1) business day following such delivery unless Purchaser provides Seller in respect writing any comments to, or objections concerning the substance of the Properties completed Tenant Estoppel Certificate to be purchased and sold pursuant delivered to this Agreement and the “Tenants” and “Tenants under the Leases” (as each such term is defined in each . In no event shall Seller be obligated to deliver updates to any of the Other PSAs) in respect Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the “Properties” signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. If Purchaser fails to furnish Seller with a written notice of disapproval (as such term is defined which notice, in each of the Other PSAs) order to be purchased and sold pursuant to each Other PSAeffective, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five must include Purchaser's specific objections), within two (452) business days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of from the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required EstoppelSeller's delivery thereof, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may Certificate will be required deemed approved by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAPurchaser.

Tenant Estoppels. (a) Each Seller shall prepare endeavor to secure and shall deliver to each Tenant Purchaser, as and when received, but in any event by at least 3 business days before the expiration of the Due Diligence Period, estoppel certificates (including such Seller’s Property an estoppel certificate additions or modifications thereto as Purchaser may request based on its review of the Leases) from tenants under all Leases in the form of Exhibit A C attached hereto or such other form as may be approved by Purchaser in its sole discretion (the “"Tenant Estoppel”) and request each such Tenant to execute and deliver Estoppels"). Seller shall provide Purchaser with copies of the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain Estoppels for Purchaser's review and comment before delivering the prompt return of the executed Tenant Estoppels in substantially to tenants. Purchaser's obligation to close this transaction is subject to the same form as Exhibit A attached hereto from each Tenant condition that (a) at such Seller’s Property least 3 business days prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase expiration of the Transferred Assets thatDue Diligence Period, on or before the Initial Closing DatePurchaser shall have received from Fred Meyer, the Sellers deliver to the Buyer from Tenants (other than the GSA Kxxxxs, Xxars, U.S. Bank and the Tenants 80% of the properties associated with balance of the LLC Interests and the Partnership Interests (as each such term is defined tenants in the Master PSA)Property, unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially Tenant Estoppels in the form of either Exhibit C and consistent with the rent roll delivered as part of the Property Information (1the "Rent Roll") the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases representations of Seller in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” Paragraph 7.1; (as each such term is defined in each of the Other PSAsb) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify Leases shall be in full force and hold harmless each such Seller against effect and no material default or claim by landlord or tenant shall exist or have arisen under any Losses Leases that was not specifically disclosed in the Rent Roll included in the initial delivery of the Property Information; (c) as defined below) arising out of such Lease after the Closing Date except Date, no tenant shall have initiated or had initiated against it any insolvency, bankruptcy, receivership or other similar proceeding; and (d) at least 5 days before the Closing Date, Purchaser shall have received updated Tenant Estoppels from the tenants specified above which are dated no earlier than 30 days prior to the extent Closing Date. Except for a current date, the updated Tenant Estoppels shall not contain any additions or deletions to the Tenant Estoppels delivered prior to the expiration of the Due Diligence Period other than changes which are acceptable to Purchaser in its sole discretion. If the required Tenant Estoppels are not delivered to Purchaser, or if any Tenant Estoppel either does not meet the foregoing requirements or discloses any facts objectionable to Purchaser in its reasonable opinion, Purchaser may elect to either: (i) terminate this Agreement by delivering written notice to Seller on or before Closing (in which event the Earnest Monex xxxxl be promptly returned to Purchaser); or (b) waive the satisfaction of this condition (and failure to provide such Losses are the result written notice of any action taken by any such Seller or its Affiliates termination shall be deemed a waiver) and proceed with respect to such Leases with the GSAClosing.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the applicable Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets Business that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.the

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the applicable Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets Business that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA)Interests, unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise in the aggregate at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSAthis Agreement, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the applicable Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the applicable Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

Tenant Estoppels. (a) Each Seller shall prepare endeavor to secure and deliver to each Tenant at such Seller’s Property Purchaser, no later than two (2) business days prior to the Closing Date, an estoppel certificate from [TENANT], a [ENTITY TYPE] ("Tenant") in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such the relevant Tenant's lease or as may be customarily given by the applicable Tenant, which form may include qualifications regarding knowledge and materiality, as well as approximations (the "Tenant Estoppel"). In addition, Seller hereby discloses and Purchaser acknowledges that the Tenant Estoppel may disclose that Seller, as Landlord under the Lease, is currently not in compliance with the co-tenancy requirements contained in the Lease with Tenant. In no event shall Seller be obligated to deliver updates to the Tenant Estoppel. Seller will deliver to 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 and Purchaser fails to furnish Seller with a written notice of estoppel attached to such Lease disapproval (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretionwhich notice, in order to accommodate Serial Closings be effective, must include Purchaser's specific objections), within one (1) business days following the date of Seller's delivery thereof, such Tenant Estoppel will be deemed approved by Purchaser. If Seller has not received the Tenant Estoppel hereunder by Closing, then Seller may, at Seller's sole option, provide to Purchaser an estoppel letter in the form attached as Exhibit 3.7(a) that covers the Lease applicable to Tenant ("Seller Estoppel"). If Seller provides a Seller Estoppel pursuant to the Master PSApreceding sentence, waive and if a tenant thereafter submits a Tenant Estoppel, then the requirement set forth in this Section 3.4(b), which Tenant's Estoppel shall also constitute a waiver of such corresponding requirement in each Other PSA (replace and in such event, be substituted for the Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required that Seller Estoppel shall be dated earlier than forty-five returned to Seller by Purchaser and be of no further force and effect. In the event Seller has not provided the Tenant Estoppel, or at Seller's election, the Seller Estoppel in lieu thereof, on or before two (452) business days prior to the Initial Closing Date and no such estoppel Date, Seller shall allege any material defaults by have the Sellers right to delay the Closing for up to thirty (except 30) days upon written notice to Purchaser delivered not less than two (2) business days prior to the extent any such default has been disclosed in writing by scheduled Closing Date. If the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said foregoing Tenant Estoppel or Lease Required Estoppel, as applicableor at Seller's election, and the Seller Estoppel in lieu thereof, are not delivered to Purchaser at least two (B2) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases business days prior to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees as may have been delayed as provided above, then Purchaser's sole right and sole and exclusive remedy with respect thereto shall be to indemnify and hold harmless each such elect to terminate this Agreement upon written notice thereof delivered to Seller against any Losses at least one (as defined below1) arising out of such Lease after business day prior to the Closing Date Date. If such termination notice is properly given, the Title Company/Escrow Agent shall immediately return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the obligations of Purchaser that survive the termination of this Agreement. If Purchaser fails, for any or no reason, to the extent such Losses are the result of any action taken by timely deliver any such Seller or its Affiliates termination notice, Purchaser will be deemed to have elected to waive (a) the condition precedent to Purchaser's obligation to close this transaction with respect to such Leases with the GSATenant Estoppel described in this Section 3.7 and (b) Purchaser's right to terminate under this Section 3.7.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed provide estoppel certificates ("Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property Estoppels") dated prior to the Closing, without the obligation to make any payments or grant any concessions Closing Date from tenants under the Tenant Leases. If a The Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it Estoppels shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents Schedule 8.6 attached hereto and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain made a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”)part hereof; provided, however, that Buyer mayany tenant shall be permitted to replace such form and deliver as its Tenant Estoppel, in its sole discretionif applicable, in order to accommodate Serial Closings (x) the form required pursuant to its Tenant Lease or (y) the Master PSAform customarily provided by such tenant. It shall be a condition to Purchaser’s obligation to Close under this Agreement that Seller deliver to Purchaser not less than three (3) business days prior to the Closing Date, waive Tenant Estoppels executed by the requirement set forth in this Section 3.4(bapplicable tenants (i) under the Tenant Leases commonly known as Food Lion, CitiTrends and Family Dollar (each, a “Major Tenant”), and (ii) occupying fifty percent (50%) of the occupied leasable square footage in the Shopping Center, excluding the space occupied by the Major Tenants (the “Required Estoppels”). Seller’s delivery of the Required Estoppels shall be a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Agreement; provided, however, if Seller fails to deliver any Required Estoppels such failure shall not constitute a default by Seller. In the event Seller fails to deliver the Required Estoppels to Purchaser prior to the Closing Date (as may be extended), Purchaser’s sole remedy shall be to terminate this Agreement by written notice to Seller and upon such termination, the Exxxxxx Money shall be refunded to Purchaser (less and except the sum of One Hundred Dollars ($100) which shall also constitute a waiver of such corresponding requirement in each Other PSA (be paid to Seller as consideration for entering into this Agreement) and in such event, neither Seller nor Purchaser shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes have any further liability hereunder except as may specifically survive the termination of this Section 3.4(b) only, Agreement. In the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No event any tenant delivers its Tenant Estoppel or Lease Required Estoppel shall be dated earlier more than forty-five thirty (4530) days prior to the Initial Closing Date and Date, Seller shall have no such estoppel shall allege any material defaults by the Sellers (except obligation to the extent either request an updated Tenant Estoppel from any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said tenant and/or deliver another Tenant Estoppel or Lease Required Estoppel, as applicable, and from such tenant dated a date that is within thirty (B30) (x) the representations and warranties days of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, . Seller will prepare the Buyer hereby agrees draft Tenant Estoppels for Purchaser’s review and Purchaser shall provide any comments to indemnify and hold harmless each such Seller against any Losses the same within three (as defined below3) arising out business days following receipt of such Lease after draft Tenant Estoppels. Seller shall have the right to extend Closing Date except in its sole discretion by up to ten (10) business days for the extent such Losses are purpose of obtaining the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSARequired Estoppels.

Tenant Estoppels. With respect to each Property, the appropriate ---------------- Contributor or Title Holding Entity shall (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate obtain a tenant estoppel, substantially in the form of Exhibit A attached hereto F, from all tenants, or, (b) with the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return prior --------- consent of the executed Tenant Estoppels in Company, which consent shall not be unreasonably withheld, provide a certificate from an officer of such Contributor or Title Holding Entity (or from Cabot Partners or a duly authorized agent or representative of such Contributor or Title Holding Entity) setting forth substantially the same form factual information as is contained in Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) F with respect to such Sellerleased --------- premises (except that the statements contained in Sections 7, 8 and 10 of Exhibit F may be made to such Seller shall promptly deliver to the Buyer, Contributor's or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicableTitle Holding Entity's --------- knowledge). (b) . In the event that any tenant estoppel or any certificate reflects any claims, offsets or defenses against enforcement of the Closing hereunder Lease against the tenant thereunder, or any other obligations owing to the tenant by such Contributor or Title Holding Entity (any of the foregoing, a "Landlord -------- Default"), such Contributor or Title Holding Entity shall occur simultaneously with pay to the Initial Company, at ------- the Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets thatamount, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers Company in good faith and agreed to the Buyer prior by such Contributor or Title Holding Entity, necessary to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel correct or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to cure such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”)Landlord Default; provided, however, that Buyer mayif such Contributor or Title -------- ------- Holding Entity contests the existence of a Landlord Default, then such Contributor or Title Holding Entity shall escrow with the applicable Title Company (or other financial institution mutually agreed to by such Contributor or Title Holding Entity and the Company) at the Closing either (i) cash in an amount determined by the Company in good faith and agreed to by such Contributor or Title Holding Entity which is required to correct the Landlord Default if it is ultimately determined to exist or (ii) a number of Ownership Units issued to such Contributor or Title Holding Entity or its sole discretion, in order to accommodate Serial Closings pursuant Equity Holders having a value (based on the IPO Share Price) equal to the Master PSAamount determined by the Company in good faith and agreed to by such Contributor or Title Holding Entity as contemplated in clause (i) of this sentence. If such Contributor or Title Holding Entity contests the existence of a Landlord Default, waive the requirement set forth cash or Ownership Units shall be held in this Section 3.4(b), which shall also constitute a waiver escrow until such matter is resolved to the reasonable satisfaction of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants Contributor or Title Holding Entity or its Equity Holders and the Leases Company, or otherwise resolved by a final judgment from a court of competent jurisdiction. The amount placed in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA escrow with respect to each Lease Landlord Default shall, if in cash, be deposited in an interest bearing account and all interest earned thereon or, if in Ownership Units, all dividends and other distributions paid thereon shall be paid to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer such Contributor or Title Holding Entity or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except Equity Holders to the extent such Losses are that it exceeds the result of any action taken by any such Seller or its Affiliates amount paid to the tenant with respect to such Leases with the GSALandlord Default.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the ClosingProperty, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, that on or before the Initial Closing Date, the Sellers deliver to the Buyer from (i) Tenants (other than the GSA and the Tenants GSA) representing or leasing at least 75% of the properties associated rented area of each Property (exclusive of any rented area represented by a Lease with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(yGSA) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date Closing Date, (ii) Tenants (other than the GSA) representing or leasing at least 75% of this Agreement as determined in accordance the aggregate rented area of all of the Properties (exclusive of any rented area represented by a Lease with the schedule delivered GSA) as of the Closing Date, and (iii) at least 95% of the aggregate of the square footage represented or leased by the Sellers to the Buyer prior to the date hereofMajor Tenants, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (12) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, each a “Lease Required Estoppel”); provided, however, that Buyer may), in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), each case which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under are dated no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall which do not allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or nor contain any materially adverse deviations between (Ax) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, applicable and (By) (xI) the representations and warranties of the Sellers set forth in this Agreement or (yII) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers Seller shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party, provided, however, that in no event shall the delivery of a Statement of Lease be deemed to apply towards the satisfaction of Seller’s obligations set forth above in this Section 3.4(b) or Seller’s obligations set forth in Section 3.4(c) below. The Buyer shall cooperate with the Sellers Seller to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary designee and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller Seller, or its Affiliates Affiliates” with respect to such Leases with the GSA. (c) If the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Closing Date, the Buyer shall have the right, but not the obligation, to adjourn the Closing on one or more occasions for a period of up to 30 days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable). (d) Notwithstanding anything contained in this Agreement to the contrary, in the event either (i) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants representing at least 60% of the rented area of a Property (exclusive of the rented area represented by a Lease with the GSA) as of the Closing Date, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the rented area of such Property (exclusive of the rented area represented by a Lease with the GSA) or (ii) Seller is able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants occupying at least 60% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of all of the Properties as of the Closing, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) occupying at least 75% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of the Properties as of the Closing Date, Seller shall have the right (but not the obligation) to deliver to Buyer on the Closing Date a certificate in the form of Schedule 3.4(d) (a “Seller's Estoppel Certificate”), executed by Seller, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i) and (ii), and in such event, Seller shall be deemed to have satisfied the condition under Sections 3.4(b)(i) and (ii). In addition, Seller shall be released from any liability with respect to such Seller's Estoppel Certificate upon the earlier of (A) the date of delivery to Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Seller has delivered such Seller's Estoppel Certificate or (B) the date that is one year after the Closing Date.

Tenant Estoppels. (a) Each Seller On or before the expiration of the Contingency Period, Buyer shall prepare and deliver to each Tenant at such Seller’s Property have received an estoppel certificate substantially in the form of Exhibit A attached hereto as Exhibit C (the “Tenant Estoppel”) ), executed by each tenant under each of the Leases with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and request each other matters relating to such Tenant Lease, and disclosing no defaults, disputes or other matters objectionable to execute Buyer in its sole and deliver the absolute discretion. The foregoing Due Diligence Review, Environmental Audit, Tenant Estoppel and Board Approval Contingencies are solely for Buyer’s benefit and only Buyer may determine such Contingencies to be satisfied or waived in writing. Buyer shall have the Contingency Period in which to satisfy or waive such SellerContingencies by delivering written notice to Sellers with a copy to Escrow Holder. Each Seller A Contingency shall use commercially reasonable efforts be deemed not to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property have been satisfied or waived by Buyer unless prior to the expiration of the Contingency Period, Buyer shall deliver to Sellers a written notice to such effect (each such notice being herein referred to as an “Approval Notice”). If Buyer provides an Approval Notice for each of the Contingencies, then the Contingencies shall be deemed satisfied or waived and the parties shall, subject to the satisfaction of all other terms and conditions applicable to the respective parties’ obligations hereunder, be obligated to proceed to Closing. If Buyer does not provide an Approval Notice with respect to any or all of the Contingencies during the Contingency Period, then such Contingency(ies) shall be deemed not satisfied or waived, and this Agreement shall automatically terminate and be of no further force and effect at the end of the Contingency Period without the obligation further action of either party. During the Contingency Period Buyer may elect not to make purchase the Property for any payments reason or grant for no reason whatsoever, all in Buyer's sole and absolute discretion. Upon any concessions under such termination, Escrow Holder shall return the Leases. If a Tenant returns an executed Tenant Estoppel Deposit (or Lease Required Estoppel or Statement of Lease as defined belowif any) to such SellerBuyer and, such Seller except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall promptly deliver have no further obligations hereunder. Notwithstanding Sellers’ representation set forth in Section 12(d) of this Agreement, if it is discovered that any Existing Contracts exist, prior to the expiration of the Contingency Period, Buyer may furnish Sellers with a written notice of the contracts and agreements (the “Approved Contracts”) which Buyer has elected to assume at the Closing. All Existing Contracts not included in any such notice shall be excluded from the Property to be conveyed to Buyer, or make available on Seller’s transaction websiteand are herein respectively referred to as the “Rejected Contracts”, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Leaseand, if applicable) following Buyer fails to deliver such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Leasenotice, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it all Existing Contracts shall be a condition to the Buyer’s obligation to close the sale deemed Rejected Contracts. Sellers shall at Sellers’ sole cost and purchase of the Transferred Assets that, expense terminate on or before the Initial Closing Date, the Sellers Date all Rejected Contracts and shall deliver to the Buyer from Tenants (other than the GSA and the Tenants evidence reasonably satisfactory to Buyer of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects Sellers’ termination on or prior to sell Closing of all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties Rejected Contracts. Notwithstanding anything contained herein to the Buyer are entered into as contemplated in Section 3.9(a)(y) contrary, Sellers agree to cause any existing property management agreements and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term any leasing listing agreements to be terminated effective as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) be solely responsible for any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer fees or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSApayments due thereunder.

Tenant Estoppels. (a) Each Seller shall prepare have obtained and deliver delivered to Purchaser, at least five (5) business days prior to the Final Closing Date (the "ESTOPPEL RETURN DATE"), a tenant estoppel certificate with respect to each Tenant at Lease executed by each tenant (and, if applicable, each guarantor) under such Seller’s Property an Lease, which estoppel certificate shall (i) be in the form of Exhibit A EXHIBIT E attached hereto hereto, provided, however, that the form of tenant estoppel certificate shall reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the form or content of the tenant estoppel certificate; and (ii) disclose no matter that might materially and adversely affect the value of the Property and shall confirm the rents payable by such tenant and the other matters set forth in EXHIBIT E (the “Tenant Estoppel”) foregoing condition being herein referred to as the "TENANT ESTOPPEL CONDITION"). The term "materially and request each adversely affect the value of the Property" shall be deemed to be a condition that affects the value in an amount that exceeds $75,000.00, provided, however, that if Seller elects in its sole discretion, to provide Purchaser at Closing with a credit against the Purchase Price or with other security that is reasonably acceptable to Purchaser for such Tenant condition then such estoppel certificate shall be accepted by Purchaser notwithstanding such condition. An executed tenant estoppel certificate that meets the requirements set forth in the preceding sentence is herein referred to execute and deliver the Tenant Estoppel to such Selleras a "TENANT ESTOPPEL". Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed a Tenant Estoppels in substantially the same form as Exhibit A attached hereto from Estoppel with respect to each Lease. Seller shall deliver each Tenant at such Estoppel to Purchaser (regardless of whether it complies with this Agreement) promptly following Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases's receipt thereof. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that Seller is unable to satisfy the Tenant Estoppel Condition by the Estoppel Return Date, Seller shall not be in default under this Agreement. However, if the Tenant Estoppel Condition is not fulfilled as of the Estoppel Return Date, then, for three (3) business days thereafter, Purchaser shall have the option either to (a) waive the Tenant Estoppel Condition, (b) extend the Final Closing hereunder shall occur simultaneously with Date for up to fourteen (14) days to allow Seller more time to obtain additional Tenant Estoppels; or (c) terminate this Agreement, in which event the Initial Closing, it Deposit shall be a condition returned to Purchaser. If Purchaser elects to extend the Buyer’s obligation Final Closing Date pursuant to close the sale and purchase clause (b) of the Transferred Assets that, preceding sentence and the Tenant Estoppel Condition is still not fulfilled on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants expiration of the properties associated with the LLC Interests and the Partnership Interests fourteen (as each such term is defined in the Master PSA)14) day extension period, unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, then Purchaser may elect one of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement options set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA clauses (a) and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b(c) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSApreceding sentence.

Tenant Estoppels. (a) Each Seller shall prepare and deliver (i) with respect to each Tenant at such Seller’s Property the FedEx Tenant, an estoppel certificate in substantially the form of Exhibit A B-1 attached hereto or such other form as FedEx is permitted to deliver under its applicable Space Lease and (the “Tenant Estoppel”ii) and request each such Tenant with respect to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels all other Tenants, an estoppel certificate in substantially the same form of Exhibit B-2 attached hereto or such other form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects Tenant is permitted to sell all of deliver under its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such respective Space Lease (each, a “Lease Required Tenant Estoppel”); . Notwithstanding anything herein to the contrary, Seller shall have no obligation to incur any material cost or liability in connection with such efforts or to make any payments or to grant any concessions under the Space Leases, to declare any Tenants in default under the Space Leases or to initiate any proceedings thereunder or with respect thereto. (b) Other than as set forth in Section 3.4(c) and Section 5.2(c), the receipt of Tenant Estoppels or any matter raised in the Tenant Estoppels shall not be a condition to Buyer’s obligation to consummate the Closing. The non-receipt of any Tenant Estoppel shall not constitute a default by Seller but if the Required Estoppel Percentage is not achieved it shall instead constitute a failure of a condition precedent to Buyer’s obligations hereunder, provided, however, Seller acknowledges and agrees that Buyer may, in Seller is obligated to comply with its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement obligations set forth in Section 3.4(a) to prepare and deliver estoppel certificates to all Tenants and any failure to comply with such obligations shall be a breach of Seller’s obligations under this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA 3.4. (and in such event, c) Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) onlyobtain, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date Closing Date, Tenant Estoppels from Tenants whose rentable square footage in the aggregate totals no less than sixty-five percent (65%) of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between Tenant Occupied Square Footage of the Property (A) the information specified in said “Required Estoppel Percentage”). Notwithstanding anything herein to the contrary, Buyer shall have no right to object if Seller delivers to Buyer a Tenant Estoppel which is (i) in substantially the same form attached hereto as Exhibit B-1 or Lease Required EstoppelExhibit B-2, as applicable, and (Bii) (x) in form or substance provided for in the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation terms of the applicable Tenant’s Space Lease with the GSA that may be required by the GSA (in order each case, subject to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (iiA) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.non-material modification thereof,

Tenant Estoppels. (a) Each Seller Subject to Section 3.4(c), on or before March 16, 2012 (or such earlier date if requested by the Buyer upon ten (10) Business Days notice at any time following the Due Diligence Expiration Time), the applicable Sellers shall prepare and deliver to each Tenant at such Seller’s Property set forth on Schedule 3.4(a) (the “Estoppel Tenants”) an estoppel certificate in the form of Exhibit A C-1 attached hereto hereto, in the form as required pursuant to the applicable Space Lease (if applicable) or in the form previously delivered to Estoppel Tenants as described in Section 3.4(c) below (such forms, the “Tenant EstoppelRequired Estoppel Forms”) ), and request each such Estoppel Tenant to execute and deliver the Tenant Estoppel in the form submitted by Sellers to such Seller. Each such Seller shall direct DDR (or the appropriate DDR-Related Party) to use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, submitted (without the obligation to make any payments or payments, grant any concessions under the LeasesSpace Leases or otherwise incur any additional obligations, liabilities or expenses in connection therewith). If a an Estoppel Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such a Seller, such Seller shall promptly shall, within five (5) Business Days of Seller’s receipt thereof, deliver to the Buyer, or make available on Seller’s transaction website, Buyer a copy of such executed Tenant Estoppel five (or Lease Required Estoppel or Statement of Lease, if applicable5) Business Days following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)Estoppel. (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, that on or before the Initial Closing DateClosing, the Sellers deliver to the Buyer from with respect to the Estoppel Condition Properties, (A) Estoppel Tenants (other than the GSA and the Tenants representing 70% or more of the properties associated leased gross leasable area of all of the anchor tenants at such Estoppel Condition Properties set forth on Schedule 3.4(b)(i)(A), and (B) Estoppel Tenants at such Estoppel Condition Properties leasing at least 70% of the occupied gross leasable area with respect to the LLC Interests Estoppel Tenants at such Estoppel Condition Properties (the thresholds set forth in (A) and (B) being referred to collectively as the Partnership Interests (as each such term is defined “Estoppel Threshold”) in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, aggregate signed tenant estoppel certificates Tenant Estoppels that are substantially in the form applicable Required Estoppel Form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and do not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (Ax) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (By) (xi) the representations and warranties of the Sellers DDR Representation set forth in Sections 3.7(b) and 3.7(l) of this Agreement made as of the date hereof or (yii) the Space Leases to which such Tenant Estoppel or Lease Required Estoppelrelate (any such deviation, as applicable, relate. Notwithstanding anything an “Estoppel Deviation”). (c) The Buyer acknowledges that (i) Sellers have previously delivered Tenant Estoppels to the contrary in this Section 3.4Estoppel Tenants identified on Schedule 3.4(c)(i) (the “Pre-Effective Date Tenant Estoppels”), Sellers (ii) the Buyer has received and accepted copies of signed copies of the Pre-Effective Date Tenant Estoppels identified on Schedule 3.4(c)(ii), and (iii) upon receipt of any Pre-Effective Date Tenant Estoppels not listed on Schedule 3.4(c)(ii) signed by Estoppel Tenants without an Estoppel Deviation, the Buyer shall also use commercially reasonable efforts be deemed to obtain a Statement have accepted the additional Pre-Effective Date Tenant Estoppels. All Pre-Effective Date Tenant Estoppels accepted by the Buyer pursuant to the immediately preceding sentence shall be used to calculate the satisfaction of Lease from the GSA with respect to each Lease to which the GSA is a party. Estoppel Threshold. (d) The Buyer shall cooperate with notify Sellers in writing, within five (5) Business Days following the Sellers to obtain (i) any novation Buyer’s receipt of the applicable Lease with the GSA that may be required a Tenant Estoppel or by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, whichever is earlier (each such period, the “Required Estoppel Disapproval Period”), of the Buyer’s disapproval of any Estoppel Deviation contained therein, and the basis of such disapproval (an “Estoppel Disapproval Notice”). If the Buyer hereby agrees fails to indemnify deliver to Sellers an Estoppel Disapproval Notice within the applicable Required Estoppel Disapproval Period, then the Buyer shall be deemed to accept the Tenant Estoppel delivered to the Buyer. Sellers shall the right, but not the obligation, to cure any Estoppel Deviation disapproved in an Estoppel Disapproval Notice within five (5) Business Days from Sellers’ receipt of the Estoppel Disapproval Notice, and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except shall be extended, at Sellers’ option, to allow for the full 5-Business Day cure period. (e) Within a reasonable time after the Due Diligence Expiration Time, the Sellers agree to deliver estoppel forms in substantially the same forms of the Tenant Estoppels submitted pursuant to Section 3.4(a) to other tenants of the Properties (including requests for updates to the extent Pre-Effective Date Tenant Estoppels if requested by the Buyer), but in no event will receipt of such Losses are other estoppels be a condition precedent to the result Buyer’s obligation to Close. (f) Subject to Section 3.4(b) above, obtaining Tenant Estoppels shall not be a condition to the Closing, nor shall the Sellers be deemed to be in default of this Agreement or otherwise incur any action taken by liability in connection with failing to obtain any such Seller or its Affiliates Tenant Estoppels. The Buyer’s sole and exclusive remedy in connection with respect to such Leases with any failure of Tenant Estoppels satisfying the GSAEstoppel Threshold shall be as set forth in Section 3.4(b) above. (g) An e-mail of an electronic copy of a signed Tenant Estoppel shall be considered a properly delivered Tenant Estoppel for purposes of this Section 3.4

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the BuyerPurchaser’s obligation to close that the sale Purchaser receive no later than five (5) Business Days prior to the Closing Date an estoppel certificate (“Tenant Estoppels”) from CIBC, Public Trustees, Land Registry Office, Hxxxxx Xxxxxx, University Health Network, Guess, The Pickle Barrel, LCBO and purchase Red Lobster (collectively, such 9 being the “Major Tenants”) and such other Tenants that, when taken together with the estoppel certificates actually received from the Major Tenants, represent not less than 80% of the Transferred Assets that, on or before gross rental income of the Initial Closing Date, the Sellers deliver to the Buyer from Tenants Buildings (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests under Short Term Leases) (as each such term is defined in the Master PSA“Required Estoppel Certificates”), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant . Tenant estoppel certificates that are shall, in each case be substantially in the form attached hereto as Schedule C, amended to reflect the actual details and status of either (1) the individual Leases, or such other form as may be obtained from a Tenant Estoppel or (1) except in accordance with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppelsits Lease, and not Lease Required Estoppels, shall be required), with respect to those Leases confirming that contain a required form of specific estoppel that there is attached as an exhibit to such Leaseno material default under or material discrepancy from, the form of estoppel attached applicable Lease. The failure to obtain such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which Tenant Estoppels shall also not constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, default on the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect part of the Properties Vendor, nor shall such failure entitle the Purchaser to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in terminate this Agreement or (yto any other right or remedy whatsoever, except if the Vendor has failed to obtain the Required Estoppel Certificates, in which event the Purchaser shall have the termination right as provided in Section 4.2(c) and 4.3, provided however in the event that the Vendor is unable to obtain certain of the Required Estoppel Certificates as required above, the Vendor may provide for tenants, other than a Major Tenant, a Certificate re: Leases in the form set out in Schedule D in lieu of the Tenant Estoppels for such tenants that it is unable to which obtain, containing the information that would otherwise have been in such Tenant Estoppel or Lease Required Estoppel, as applicable, relateEstoppels. Notwithstanding anything The Purchaser shall not be required to accept the contrary in this Section 3.4, Sellers Vendor’s Certificate re: Leases for Tenants representing more than 5% of the gross rental income of the Buildings. The Vendor shall also use commercially reasonable efforts not be required to spend any monies to obtain a Statement such Estoppels, other than its own costs of Lease from preparing and distributing the GSA forms, and following up with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSATenants.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain and deliver to Buyer at least (5) business days prior to the prompt return Closing an executed estoppel letter dated within sixty (60) days of the executed Closing, in form reasonably satisfactory to both Seller's and Buyer's counsels, a pro-forma copy being attached hereto as Exhibit E (the "Tenant Estoppels"), from tenants whose leases constitute in the aggregate not less than eighty percent (80%) of the rentable square footage of the Improvements, or in the form described or contemplated in the lease, the substance and content of which must be consistent in all material respects with the Lease, and the Certified Rent Roll. It is expressly understood and agreed that if Seller agrees under any circumstance to extend the Closing date as referenced in Section 3.01 hereof to a date which would cause the Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property to be dated more than sixty (60) days prior to the Closing, without that the obligation to make any payments or grant any concessions under Tenant Estoppels shall be deemed satisfactory provided they are dated within the Leases. If a Tenant returns an executed Tenant Estoppel sixty (or Lease Required Estoppel or Statement of Lease as defined below60) to such Seller, such Seller shall promptly deliver day period prior to the Buyer, originally stated Closing date. In no event shall the preceding sentence imply any obligation or make available agreement on Seller’s transaction website, a copy the part of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that Seller to extend the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition date. Upon delivery to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form or after Closing of either (1) the a Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, confirming the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement matters set forth in this Section 3.4(b)5.02 hereof as to such tenant's Lease, which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers Setter set forth in this Agreement or (y) Section 5.02 hereof shall be deemed terminated and the Leases Seller shall have no liability to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relatethe Buyer therefor. Notwithstanding anything the foregoing, Buyer acknowledges and agrees that with respect to the contrary in this Section 3.4any Lease with any U.S. governmental agency and Leases with State agencies, Sellers Seller shall also use commercially be deemed to have satisfied its obligation to deliver an estoppel certificate if it uses reasonable efforts to obtain from such U.S. governmental agency a Statement of Lease Status Report or from the GSA with respect State agencies their form of estoppel certificate or lease status report. If Buyer does not terminate this Agreement prior to each Lease to which the GSA is a party. The expiration of the Study Period, Buyer shall cooperate with be deemed to have accepted the Sellers Tenant Estoppels for all purposes and Seller shall be deemed to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Leasehave satisfied this covenant. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.shall reasonably

Tenant Estoppels. (ai) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an tenant under a Lease in the Unit a proposed estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) its respective Requested Estoppel Form and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall exercise reasonable good faith efforts to cause such tenants to furnish executed Approved Estoppels; PROVIDED, HOWEVER, in no event shall Seller be obligated to obtain executed estoppel certificates from any such tenant except as set forth in the balance of this SECTION 25(k). Seller will use commercially reasonable good faith efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto cooperation from each Tenant at such Seller’s Property prior Citibank, N.A. to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to each tenant under a lease in Unit Two (other than Citibank, N.A.) a proposed estoppel certificate in the Buyerform of its respective Requested Estoppel Form and to exercise good faith efforts to cause such tenants to furnish executed Approved Estoppels; PROVIDED, or make available on Seller’s transaction websiteHOWEVER, a copy that in no event shall Seller be obligated to obtain executed estoppel certificates from any tenant of such executed Tenant Estoppel Unit Two (or Lease Required Estoppel or Statement of Leaseother than Citibank, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicableN.A.). (bii) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be As a condition to Closing, (the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA"MANDATORY TENANT COVERAGE CONDITION"), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation obligated to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b(x) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between deliver (A) the information specified in said Tenant Estoppel or Lease Required Unit One Citibank Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such a Specific Tenant Estoppel or Lease Required Estoppelfrom Citibank, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA N.A. with respect to each Lease its lease for office space in Unit Two to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after executed on the Closing Date, the Buyer hereby agrees form of which is attached as an Exhibit to indemnify the Unit Two Contract, (C) an Approved Estoppel from O'Melveny & Xxxxx, LLP, (D) an Approved Estoppel from Xxxxx Lang LaSalle Management Services, Inc., (E) an Approved Estoppel from Xxxxxxxx & Xxxxx; (F) an Approved Estoppel from A.T. Xxxxxxx, Inc., (G) an Approved Estoppel from Ziff Brothers Investments, Inc., and hold harmless each (H) an Approved Estoppel from Schlumberger Limited (the estoppel certificates referred to in CLAUSES (A) through (H), collectively, the "MAJOR TENANT ESTOPPELS"), (y) Approved Estoppels from sufficient tenants of the Unit and Unit Two such that Seller against shall have delivered to Purchaser Approved Estoppels, when also taking into account the Major Tenant Estoppels, covering at least 75% of the net rentable square feet in the Building (Approved Estoppels from tenants whose demised premises collectively comprise 75% of the net rentable square feet of the Building inclusive of Major Tenant Estoppels, is the "MANDATORY ESTOPPEL CONDITION"); and (z) Approved Estoppels from other tenants of the Unit and/or Unit Two whose demised premises comprise an additional 10% of the net rentable square footage of the Building; PROVIDED, HOWEVER, that Seller may satisfy all or any Losses part of its obligations under this CLAUSE (as defined belowZ) arising out by providing Seller's Certificates covering Leases of such Lease after other tenants of the Building, as Seller shall determine in its sole discretion. If at any time and from time to time hereafter, Seller receives an Approved Estoppel from any tenant with respect to whose lease a Seller's Certificate was delivered, Seller shall have the right to deliver the same to Purchaser and upon such delivery, such Seller's Certificate shall be automatically void. (iii) If Seller receives from any tenant an executed estoppel reflecting modifications to such tenant's Requested Estoppel Form that might disqualify the certificate as an Approved Estoppel, Seller shall promptly deliver the same to Purchaser. Purchaser shall, within two (2) business days of receipt of any estoppel delivered to it, advise Seller whether such estoppel certificate is acceptable and would therefore constitute an Approved Estoppel or is rejected and shall not be considered an Approved Estoppel. Any rejection of a tenant estoppel certificate as aforesaid shall be done in a writing delivered to Purchaser that briefly describes the reasons for such rejection. If Purchaser does not indicate rejection of an estoppel certificate delivered to it within such two (2) business day period, it will automatically be deemed acceptable and shall constitute an Approved Estoppel. (iv) Purchaser's sole and exclusive remedy for Seller's failure to satisfy the Mandatory Tenant Coverage Condition on or before the Closing Date except will be to terminate this Agreement and receive a return of the extent such Losses are Deposit. Nothing herein shall limit any rights or remedies Purchaser may have under this Agreement, under applicable Laws or otherwise if it is determined by arbitrators pursuant to Expedited Arbitration that Seller failed to exercise reasonable good faith efforts to cause tenants to furnish Approved Estoppels pursuant to SECTION 25(k)(i). (v) The provisions of this SECTION 25(k) shall survive the result Closing or the earlier termination of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAthis Contract for a period without expiration.

Tenant Estoppels. (a) Each Seller shall prepare endeavor to secure and deliver to each Tenant at such Seller’s Property an estoppel certificate Purchaser, no later than three (3) business days prior to the Closing Date, a “Statement of Accounts” in the form required by the GSA Lease and the rules, policies and regulations of Exhibit A attached hereto the General Services Administration (“GSA”) (collectively, the “Tenant Estoppel”) and request each such Tenant ). Purchaser shall only have the right to execute and deliver comment upon the completed portions of the Tenant Estoppel form not the form itself, and the form Tenant Estoppel will be deemed approved by Purchaser for all purposes if Purchaser fails to such Sellerprovide Seller with written objections thereto within three (3) business days following the date Seller delivers same to Purchaser. Each In no event shall Seller shall use commercially reasonable efforts be obligated to obtain deliver updates to the prompt return Tenant Estoppel. Seller will deliver Purchaser copies of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed signed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such thereof. If the Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially not in the form required by this Section 3.7 and Purchaser fails to furnish Seller with a written notice of either disapproval (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretionnotice, in order to accommodate Serial Closings pursuant to the Master PSAbe effective, waive the requirement set forth in this Section 3.4(bmust include Purchaser’s specific objections), which shall also constitute a waiver within three (3) business days following the date of Seller’s delivery thereof, such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel will be deemed approved by Purchaser. In the event Seller has not provided the Tenant Estoppel on or Lease Required Estoppel shall be dated earlier than forty-five before three (453) business days prior to the Initial Closing Date and no such estoppel Date, Seller shall allege any material defaults by have the Sellers right to delay the Closing for up to thirty (except 30) days upon written notice to Purchaser delivered not less than three (3) business days prior to the extent any such default has been disclosed in writing by scheduled Closing Date. If the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said foregoing requisite Tenant Estoppel or Lease Required Estoppel, as applicable, and is not delivered to Purchaser at least three (B3) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases business days prior to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees as may have been delayed as provided above, then Purchaser’s sole right with respect thereto shall be to indemnify and hold harmless each such elect to terminate this Agreement upon written notice thereof delivered to Seller against any Losses at least one (as defined below1) arising out of such Lease after business day prior to the Closing Date Date. If such termination notice is properly given, the Title Company shall immediately return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the obligations of Purchaser that survive the termination of this Agreement. If Purchaser fails, for any or no reason, to the extent such Losses are the result of any action taken by timely deliver any such Seller or its Affiliates with respect termination notice, Purchaser will be deemed to such Leases with the GSAhave elected to waive Purchaser’s right to terminate under this Section 3.7.

Tenant Estoppels. It shall be a condition precedent to Purchaser’s obligation to consummate the Closing that Purchaser shall have received no later than two (a2) Each Seller shall prepare and deliver business days prior to each Tenant at such Seller’s Property an the Closing tenant estoppel certificate in the form of Exhibit A attached hereto certificates (collectively, the “Tenant EstoppelEstoppel Certificates”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Sellerfrom [information removed]. Each Seller shall use commercially reasonable efforts to obtain the prompt return of Tenant Estoppel Certificates in the executed Tenant Estoppels form provided for in substantially such Leases or in the same form attached hereto as Exhibit A attached hereto 3.4 from each all Tenants. Prior to delivering the Tenant at such SellerEstoppel Certificates, Seller will prepare and deliver the Tenant Estoppel Certificates to Purchaser for Purchaser’s Property prior reasonable approval as to the Closing, without the obligation factual matters contained therein and Purchaser shall provide any written comments thereto to make Seller within three (3) business days after delivery. Seller shall deliver to Purchaser any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel Certificates it receives from tenants within two (or Lease Required Estoppel or Statement of Lease as defined below2) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such business days after receipt. After executed Tenant Estoppel Certificates are received by Purchaser it shall promptly provide Seller within three (3) business days after receipt Purchaser’s approval or Lease Required Estoppel any permitted disapproval with a reasonable explanation of the same. Purchaser’s failure to affirmatively approve or Statement of Lease, if applicable) following such Seller’s receipt of such disapprove any form or executed Tenant Estoppel Certificate within such three (or Lease Required Estoppel or Statement of Lease, if applicable). (b3) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined business day period in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form preceding sentence shall be deemed Purchaser’s approval of either (1) the Tenant Estoppel or (1) except with respect Certificate in question. In no event shall any Tenant Estoppel Certificates be delivered to ROFO Documents and ROFR Documents (for which Tenant Estoppelsany tenant prior to December 26, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided2019. Provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege notwithstanding any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything provision to the contrary in this Agreement, and for the avoidance of doubt, Purchaser may not disapprove any Tenant Estoppel Certificate for purposes of this Section 3.4 condition if (x) a tenant qualifies any statement(s) in its Tenant Estoppel Certificate to Tenant’s knowledge, (y) a tenant reserves the right to audit any Operating Expense Pass-Throughs, and/or (z) a tenant asserts a CAM dispute so long as the total amount of CAM disputed by all tenants is less than $75,000 in the aggregate and the asserted CAM dispute for any individual tenant is $15,000 or less; and further provided that Purchaser may only disapprove a Tenant Estoppel Certificate otherwise substantially in the form provided for in such Leases or Exhibit 3.4, Sellers shall also use commercially reasonable efforts or for national or regional tenants, the form regularly used by such tenant, if such Tenant Estoppel Certificate discloses a material adverse matter not known to obtain a Statement Purchaser prior to the expiration of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate Due Diligence Period and inconsistent with the Sellers Leases and other documents made available to obtain Purchaser by Seller during the Due Diligence Period. If Seller believes it will be unable to satisfy the requirements of this Section, Seller shall have the right to extend the Closing Date on up to no more than two (2) occasions and in no event not more than thirty (30) days in the aggregate to provide Seller additional time to satisfy the requirements of this Section; provided that the Date of Closing shall occur five (5) business days after Seller receives executed Tenant Estoppel Certificates satisfying the requirements of this Section during such thirty (30) day period. If notwithstanding any exercised extension of the Closing Date pursuant to the preceding sentence Seller is unable to satisfy the requirements of this Section, Seller shall deliver to Purchaser written notice thereof, and Purchaser shall have the right to either (i) any novation waive the requirements contained herein and proceed to close this transaction upon the terms and conditions of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer this Agreement, or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the terminate this Agreement in which event the GSA requires Deposit (less the Independent Consideration) shall be returned to Purchaser and the parties shall have no further obligations under this Agreement except for those which expressly survive termination of this Agreement. For the avoidance of doubt, Seller’s failure to deliver, and Purchaser’s failure to receive, any Tenant Estoppel Certificates shall not be deemed a default by Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAthis Agreement.

Tenant Estoppels. (a) Each Seller shall prepare and will use good faith efforts to deliver to each Tenant Purchaser at such Seller’s Property an least two (2) Business Days prior to the Closing estoppel certificate certificates ("Estoppel Certificates") substantially in the form and content of attached Exhibit A D (or in the form attached hereto (the “Tenant Estoppel”to a tenant's lease) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return executed by all of the executed Tenant Estoppels in substantially tenants of the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leasesother than Purchaser. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition precedent to the Buyer’s obligation Purchaser's obligations to close the sale and purchase of the Transferred Assets thathereunder, on or before the Initial Closing Date, the Sellers deliver that such Estoppel Certificates be delivered to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise Purchaser at least seventy-five percent two (75%2) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer Business Days prior to the date hereof, signed tenant estoppel certificates that are substantially in Closing without any information materially inconsistent with the form of either (1) the Tenant Estoppel Property Information or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth made by Seller in this Agreement or (y) the Leases unless such discrepancy was known to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything Purchaser prior to the contrary Date of this Agreement). If the contingency in the preceding sentence is not satisfied, Purchaser may terminate this Agreement and be entitled to a return of the Xxxxxxx Money, and the parties shall have no further obligations under this Agreement except for those matters which are stated in this Section 3.4, Sellers Agreement to survive the termination hereof. Seller shall also use commercially reasonable efforts promptly after receipt of any Estoppel Certificate deliver a copy thereof to obtain a Statement of Lease Purchaser. Seller may satisfy its obligations to furnish any Estoppel Certificate by causing Daymark to certify to the same matters that the tenant would otherwise provide (so long as the information contained on any such Estoppel Certificate from the GSA with respect to each Lease to which the GSA Daymark is a party. The Buyer shall cooperate not materially inconsistent with the Sellers Property Information or the representations and warranties made by Seller in this Agreement). If Seller satisfies all or a part of the contingency regarding Estoppel Certificates by causing Daymark to obtain (i) any novation certify in place of the applicable Lease with tenant, the GSA form used shall be that may on attached Exhibit D-1. Daymark shall be required released from any liability under an Estoppel Certificate furnished by the GSA in order to assign it if the applicable Lease tenant subsequently provides its own Estoppel Certificate, but only if the information contained in the tenant's Estoppel Certificate contains no information materially adverse from the landlord's perspective to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAinformation in Daymark's Estoppel Certificate.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable good faith efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant and deliver to Buyer at such Seller’s Property least two (2) Business Days prior to the Closing, without Closing Date (subject to the obligation to make any payments or grant any concessions extension right set forth in Section 5(f) above) a tenant estoppel certificate from the tenant under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Market Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of the tenant under the Pita Parlor Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of tenant under the properties associated with the LLC Interests and the Partnership Interests Dental Lease (as each such term is defined in hereinafter defined) (each such tenant, a “Commercial Tenant” and collectively the Master PSA“Commercial Tenants”), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed which tenant estoppel certificates that are substantially shall be in the form prescribed in each Commercial Tenant’s Lease or in a form that encompasses all of either (1) the items to which each Commercial Tenant Estoppel or (1) except with respect is obligated to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain certify in a required form tenant estoppel certificate under the terms of specific estoppel that is attached as an exhibit to such its Lease, or in the absence of the foregoing, in the form of estoppel attached to such Lease hereto as Exhibit P, in all events without any material modification (each, a “Lease Required Tenant Estoppel”). The Tenant Estoppels shall be dated no earlier than the date that is thirty (30) days prior to the Closing Date. For the purposes of this Section 9(j), “material modification” shall mean any modification to a Tenant Estoppel that indicates the continuing existence of an actual material default of Seller as landlord under the applicable commercial/retail Lease or otherwise contains information which materially differs from or is materially inconsistent with the information contained in the Due Diligence Items (including the Leases and the Rent Roll). In no event shall the return or execution by any Commercial Tenant of a Tenant Estoppel be deemed a default by Seller under this Agreement; provided, however, that Buyer may, in its sole discretion, in order delivery of Tenant Estoppels executed by the Commercial Tenants under each of the following three (3) Commercial Tenants shall be a condition to accommodate Serial Closings Buyer’s obligation to close pursuant to Section 5(f) above (collectively, the Master PSA“Required Tenant Estoppels”): (i) SLMLS Corp. (dba South Loop Market) under and pursuant to that certain Lease dated December 12, waive 2018 (as may be amended, the requirement set forth in this Section 3.4(b“Market Lease”), (ii) LSPITA Inc. (dba Pita Parlor) under and pursuant to that certain Lease dated August 22, 2019 (as may be amended, the “Pita Parlor Lease”), and (iii) Versiani Dental, P.C. under and pursuant to that certain Lease dated May 29, 2020 (as may be amended, the “Dental Lease”). Seller shall furnish Buyer with a completed draft of each Tenant Estoppel prior to submission to the Commercial Tenants for Buyer’s review and approval, which shall also constitute a waiver initially be in the form attached as Exhibit P for delivery to all Commercial Tenants, provided that if Buyer fails to provide any comments to Seller to any such draft Tenant Estoppel within two (2) business days of such corresponding requirement in each Other PSA (and in such eventreceipt thereof, Seller Buyer shall be under no obligation deemed to provide a Sellers’ have approved such draft Tenant Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary set forth in this Agreement (including under this Section 9(j)), Buyer acknowledges and agrees that Seller delivered to Buyer all of the Required Estoppels prior to the Agreement Date and that none of the Required Estoppels contains a material modification, and therefore the condition to Buyer’s obligation to close contained in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i9(j) any novation of the applicable Lease with the GSA that may be required by the GSA and in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary Section 5(f) has been satisfied in full and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees irrevocably waives any right to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except terminate this Agreement for failure to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAdeliver a Required Estoppel.

Tenant Estoppels. (a) Each Seller WWP Sponsor has obtained and delivered to Investor estoppel certificates (each an “Existing Estoppel Certificate” and collectively the “Existing Estoppel Certificates”) from Nomura, WXXX.XXX and THIRTEEN, and Ballys Sports Club, which Existing Estoppel Certificates are dated more than one hundred twenty (120) days prior to the Effective Date, and which Existing Estoppel Certificates are hereby approved by Investor. Notwithstanding, WWP Sponsor shall prepare and deliver to each Tenant at such Seller’s Property an request new estoppel certificate in certificates from all of the form of Exhibit A attached hereto Tenants (the “Tenant EstoppelNew Estoppel Certificates”) , and request each such Tenant to execute and deliver collectively with the Tenant Existing Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain Certificates, the prompt return of “Estoppel Certificates”), provided, however, that the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant New Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder Certificates shall occur simultaneously with the Initial Closing, not be a condition precedent to Investor’s obligation to close hereunder; but it shall be a condition to the Buyer’s obligation to close the sale and purchase Closing that WWP Sponsor deliver an Estoppel Certificate (whether Existing Estoppel Certificate or New Estoppel Certificate) for each of the Transferred Assets that, on or before Major Tenants. The New Estoppel Certificates shall be in form and substance which do not vary materially from the Initial Closing Date, the Sellers deliver to the Buyer from Tenants applicable form annexed hereto as Exhibit 2 (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each unless such term is defined in the Master PSAvariance benefits Investor), unless the applicable joint venture partner elects or, as to sell all of its interest in the applicable joint venture entity and separate agreements any Office Lease providing or allowing for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the a different form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Leasecertificate, the form of estoppel attached to provided or allowed by such Lease (each, a “Lease Required Estoppel”)Office Lease; provided, however, that Buyer may, in its sole discretionprovided that, in order to accommodate Serial Closings pursuant to satisfy the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes requirements of this Section 3.4(b7.8(a), each New Estoppel Certificate must (I) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier not more than forty-five (45) days prior to the Initial Scheduled Closing Date (provided that no extension or adjournment of the Closing Date by Investor or WWP Sponsor shall cause any Estoppel Certificate to become unacceptable) and no such estoppel shall allege (II) not contain any statements which cause WWP Sponsor’s representations contained in Section 6.1 to be untrue in any material defaults by the Sellers (except to the extent respect, provided, however, that Investor acknowledges that any such default matters of which Investor has been disclosed in writing by the Sellers to the Buyer knowledge as of the date Effective Date (other than those matters described in the letter listed on Schedule 6.1(d)(2), and any other material matter raised by such tenant that is related to the subject matter of such letter) shall not be an Estoppel Default and such matters shall be subject to the terms of Section 6.3(c) above; provided, however, that such knowledge shall not impact any other obligations of WWP Sponsor under this Agreement) or accrued and outstanding offsets or defenses under . Investor shall notify WWP Sponsor upon the relevant Lease or contain any materially adverse deviations between (A) date which is the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties earlier of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation five (5) Business Days following Investor’s receipt of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary executed New Estoppel Certificates and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after one (1) Business Day before the Closing Date, of Investor’s permitted objections to any such New Estoppel Certificates theretofore delivered to Investor. Investor’s failure to timely respond to WWP Sponsor in accordance with the Buyer hereby agrees preceding sentence shall be deemed its approval of the New Estoppel Certificates. (b) If the required Estoppel Certificates from all Major Tenants cannot be timely delivered, WWP Sponsor may, but shall not be obligated to, adjourn the Closing for a period not to indemnify exceed thirty (30) days, to obtain the required Estoppel Certificates, and hold harmless the date which is three (3) Business Days after WWP Sponsor shall notify Investor that it has received all of the required Estoppel Certificates shall be the new Scheduled Closing Date hereunder. If WWP Sponsor, after exercising or waiving in writing such adjournment right, does not or cannot deliver the required Estoppel Certificates, WWP Sponsor shall notify Investor in writing and Investor’s sole remedy shall be to terminate this Agreement and receive the return of the Deposit, or to waive such condition and close within three (3) Business Days thereafter, which date shall be the new Scheduled Closing Date. (c) If any of the delivered New Estoppel Certificates claim defaults by Office Owner or Amenities Owner under a Lease, and such alleged default, in the aggregate with all other alleged defaults claimed under the New Estoppel Certificates, have a Material Adverse Effect (each such Seller against alleged default hereinafter being referred to as an “Estoppel Default”), then WWP Sponsor may, but shall not be obligated to, elect to cure any Losses such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (as defined below30) arising out days, provided, however, that in the event WWP Sponsor elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of such Lease time, Investor’s sole remedy shall be to terminate this Agreement and receive the return of the Deposit. If, prior to the Closing, there occurs or exists one or more Estoppel Defaults which do not in the aggregate have a Material Adverse Effect, then Investor shall have no remedy therefor and shall proceed with the Closing. (d) WWP Sponsor, within two (2) Business Days after the Closing Date except date hereof, shall request evidence in writing from Nomura confirming Nomura’s waiver of the right of first offer under the Nomura Lease or decision not to exercise its right of first offer set forth in the extent such Losses are the result of any action taken by any such Seller or its Affiliates Nomura Lease with respect to the transaction contemplated by this Agreement, provided, however, that the receipt of such Leases with the GSAevidence shall not be a condition precedent to Investor’s obligation to close hereunder.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an request a tenant estoppel certificate in the form of Exhibit A attached hereto E (or such other form as is provided in the “applicable tenant's Lease) from each of the lessees under the Leases (individually a "Tenant Estoppel”) " and request each such collectively, "Tenant to execute Estoppels"), and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable reasonably efforts to obtain the prompt return of the executed a Tenant Estoppels in substantially the same form as Exhibit A attached hereto Estoppel from each Tenant at of such Seller’s Property lessees prior to the Closing, without the obligation to make any payments or grant any concessions under the LeasesClosing Date. If a Tenant returns an Estoppels executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it by lessees shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either Exhibit E or in such other form as is provided in the terms of the lessees' respective Leases (1subject to (a) the Tenant Estoppel non-material modification thereof, (b) such lessee making note of items which constitute Permitted Encumbrances or items which Seller otherwise agrees to discharge and (1c) except with respect limiting its statements "to ROFO Documents and ROFR Documents lessee's knowledge" (for which Tenant Estoppels, and not Lease Required Estoppels, shall be requiredor words of similar import), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer mayif any lessee is required or permitted under the terms of its Lease to provide a different form of estoppel, provide less information or otherwise make different statements in its sole discretiona certification of such nature than are set forth on Exhibit E, in order then Purchaser shall accept any modifications made to accommodate Serial Closings pursuant such form of estoppel certificate to the Master PSA, waive extent that such modifications to the requirement form are consistent with the minimum requirements set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such eventlessee's Lease. In undertaking commercially reasonably efforts to obtain Tenant Estoppels, Seller shall not be under no required to expend any money, provide any financial accommodations or commence any proceeding or litigation. (b) It shall be a condition precedent to Purchaser's obligation to provide a Sellers’ Estoppel Certificateclose hereunder that Seller shall have delivered executed Tenant Estoppels under the Leases made by not less than three of the five tenants named in Schedule 4.5(a). For purposes If Seller is unable to obtain the required number of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days Estoppels prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, then the Buyer hereby agrees Closing Date shall be automatically extended until a date that is two (2) Business Days following receipt of the required number of Tenant Estoppels, but in no event later than 30 days after the expiration of the Inspection Period. If Seller has not obtained the required number of Tenant Estoppels on or before such extended Closing Date, then Purchaser shall be entitled to indemnify terminate this Agreement and hold harmless receive a return of the Deposit (together with all interest thereon) or waive such requirement and proceed to Closing. In addition, if Seller shall have obtained less than all (but at least the required number) of Tenant Estoppels prior to the Closing Date, as the Closing Date may have been extended, then Seller shall provide a landlord's estoppel for each such Seller against any Losses (as defined below) arising out of such Lease for which a Tenant Estoppel shall not have been obtained, which landlord's estoppel shall conform to the form set forth in Exhibit E. In addition, upon Purchaser's receipt after the Closing Date except to of a Tenant Estoppel from a tenant for which a landlord's estoppel certificate was furnished by Seller at the extent Closing, then such Losses are the result landlord's estoppel shall be deemed null and void and of any action taken no further force and effect and shall be replaced by any such Seller or its Affiliates with respect to such Leases with the GSATenant Estoppel.

Tenant Estoppels. (a) Each Seller Following the Effective Date, Sellers shall prepare and deliver to each Tenant at such Seller’s Property all tenants under the Space Leases an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller Sellers shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as the form attached as Exhibit A attached hereto or such other form as the tenant is permitted to deliver under its respective Space Lease from each Tenant at such Seller’s Property prior to the Closing, tenants (without the obligation to make incur any material cost or liability in connection with such efforts or making any payments or grant granting any concessions under the LeasesSpace Leases and without the obligation to declare any tenants in default under the Space Leases or to initiate any proceeding thereunder). If a Tenant returns an executed Other than as set forth in Section 3.5(b) and Section 5.2(e), (i) the receipt of any Tenant Estoppel shall not be a condition to Buyer’s obligation to close and (or Lease Required ii) the non-receipt of any Tenant Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed any matter raised in any Tenant Estoppel (or Lease shall not constitute grounds to refuse to close. Sellers’ failure to deliver the Required Estoppel or Statement of Lease, if applicable) following such Tenant Estoppels shall not constitute a default by Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In Sellers shall obtain Tenant Estoppels from (i) [***], (ii) any four (4) of the event that Major Tenants other than [***](the “Major Tenant Estoppel Condition”), and (iii) inclusive of the Tenant Estoppels received from the Major Tenants, tenants leasing at least [***] of the Tenant Occupied Square Footage of the Properties as of the Closing hereunder Date (collectively, the “Required Tenant Estoppels”). [***] Sellers shall occur simultaneously deliver to Buyer any executed Tenant Estoppel Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Initial Closing, it Securities and Exchange Commission. within five (5) Business Days after Seller receives such executed Tenant Estoppel from a tenant for Buyer’s review subject to the terms of this Section 3.5(b). Buyer shall have no right to object (and the closing condition set forth in Section 5.2(e) shall be a condition deemed to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the have been satisfied) if Sellers deliver to Buyer a Tenant Estoppel which is substantially in the Buyer from Tenants (form attached hereto as Exhibit A or such other than form as is provided for in the GSA and the Tenants terms hereunder or of the properties associated with the LLC Interests and the Partnership Interests applicable tenant’s respective Space Lease (as each such term is defined including a statement of lease in the Master PSA)form proposed by a Government Tenant with respect to each Government Lease) (subject to (a) non-material modification thereof, unless (b) such tenant making note of items which constitute Permitted Exceptions or items which Sellers otherwise agree to discharge, (c) modifications thereof to conform the same to the applicable joint venture partner elects Space Lease or other information delivered to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereofEffective Date, signed (d) such tenant estoppel certificates referencing a general condition statement such as “we reserve all rights” (or words of similar import) or limiting its statements “to tenant’s knowledge” (or words of similar import), (e) such tenant making an assertion that there are substantially amounts due from Sellers to such tenant allocable to periods prior to the Closing and which, under the terms of this Agreement, Sellers have agreed to pay or give a credit to Buyer, (f) provided that such tenant does not allege a default or failure to perform a landlord obligation under the applicable Space Lease, such tenant alleging a failure of the landlord to keep the Property, building systems, or other improvements or equipment in good order and repair, (g) such tenant referencing tenant defaults or breaches or other matters described in Section 3.2(b) or Schedule 3.2(b-3) or otherwise subject to Buyer’s Knowledge, and/or (h) the addition of a knowledge qualifier to paragraph 4 or 5 of a Tenant Estoppel in the form attached as Exhibit A or the addition of either (1) a knowledge qualifier to, or the deletion of, paragraph 7 of a Tenant Estoppel in the form attached as Exhibit A) are not grounds for the buyer objecting to the estoppel). For avoidance of doubt, if a tenant is required or permitted under the terms of its Space Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit A, then Buyer shall accept any modifications made to such form of estoppel certificate to the extent that such modifications to the form are consistent with the minimum requirements set forth in the applicable Space Lease (1it being understood by Buyer that a tenant shall not be required to make any certifications not specifically enumerated in the applicable Space Lease estoppel requirements even if the applicable Space Lease requires the tenant to certify to any additional items “reasonably requested”). Buyer’s closing condition as set forth in Section 5.2(e) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect deemed satisfied and irrevocably waived by Buyer if the Required Tenant Estoppels have been delivered to those Leases that contain Buyer at any time after the Effective Date and Buyer does not object in a required form of specific estoppel that is attached as an exhibit written notice to such Lease, Sellers specifying Buyer’s objections to the form of estoppel attached to such Lease a Tenant Estoppel within three (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver 3) Business Days after receipt thereof of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4contrary, if Sellers shall also use commercially reasonable efforts are unable to obtain a Statement the Required Tenant Estoppels as of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, Tenant Estoppels from the Buyer hereby agrees Major Tenants, then to indemnify and hold harmless each satisfy such Seller against any Losses (condition, but for not more than [***] of the Tenant Occupied Square Footage of the Properties as defined below) arising out of such Lease after the Closing Date except and not for [***] or to satisfy the Major Tenant Estoppel Condition, Sellers may (but shall not be obligated to) deliver certificates executed by the relevant Seller in the form attached as Exhibit B hereto (the “Seller Estoppels”), which shall be dated as of the Closing Date and shall be subject to the extent such Losses are the result of limitations set forth in Sections 11.1, 11.3 and 11.4. In addition, Sellers shall be released from any action taken by any such Seller or its Affiliates liability with respect to any Seller Estoppel upon the delivery to Buyer of an executed Tenant Estoppel dated no earlier than the Closing Date nor more than five (5) days after Buyer’s receipt thereof from such Leases tenant for which Sellers have delivered such Seller Estoppel. [***] Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the GSASecurities and Exchange Commission.

Tenant Estoppels. (a) Each Seller Purchaser shall prepare and deliver to each have received Tenant at such Seller’s Property an estoppel certificate certificates substantially in the form of Exhibit A attached hereto as Exhibit C, (or, if different, the “Tenant Estoppel”form and content required by the applicable Lease), for (i) Sam's Club, (ii) Home Depot and request each such Tenant to execute (iii) eighty percent (80%) of the remaining occupied space in the Property and shall deliver the Tenant Estoppel same to such Purchaser by no later than two (2) business days prior to the end of the Feasibility Period. Notwithstanding the foregoing, at Seller. Each 's sole option, Seller shall use commercially reasonable efforts may (i) have the right to extend Seller's deadline to obtain the prompt return of Tenant estoppel certificates, in which event the executed Tenant Estoppels Feasibility Period and the Closing Date would be extended for up to an additional thirty (30) days in substantially order to satisfy the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such foregoing requirement in which event Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy notice of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition extension to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, Purchaser on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants expiration of the properties associated with the LLC Interests and the Partnership Interests Feasibility Period, and/or (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements ii) except for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(yestoppel from Sam's Club or from Home Depot, provide its own estoppel ("SELLER'S ESTOPPEL") and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit Exhibit J to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, Purchaser in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect satisfaction of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Leaseforegoing requirements. In the event that, after the GSA requires any Closing, Seller delivers to remain liable under Purchaser a tenant estoppel certificate from a tenant for whom Seller executed a Seller's Estoppel at the applicable Lease Closing and such tenant estoppel certificate contains no information which is contradictory to or inconsistent with the GSA after information contained in the Closing DateSeller's Estoppel, the Buyer hereby agrees then Seller thereafter shall be released from all liability relating to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates Seller's Estoppel with respect to such Leases with tenant's Lease. In no event shall Seller be obligated to deliver updates to any of the GSAtenant estoppel certificates. Seller will deliver Purchaser copies of the signed tenant estoppels promptly following Seller's receipt and, if Purchaser fails to deliver a written objection notice to Seller within two (2) business days following the date of delivery, such signed tenant estoppels will be deemed approved by Purchaser.

Tenant Estoppels. Purchaser shall have received Tenant estoppel certificates in substantially the form attached hereto as Exhibit C (aor, if different, the form required by the applicable Lease or delivered to Seller prior to Seller's acquisition of the Property) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate from tenants who lease, in the form of Exhibit A attached hereto aggregate, at least eighty-five percent (the “Tenant Estoppel”85%) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels leased space (inclusive of the space leased by Centene Corporation) in the Property in substantially the same form as Exhibit A attached hereto Seller received from each Tenant at such Seller’s tenants when Seller acquired the Property prior to (the Closing, without the "TENANT ESTOPPEL CERTIFICATES"). Purchaser acknowledges that Seller has no obligation to make any payments or grant any concessions under the Leases. If obtain a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to Certificate from Centene Corporation and the threshold set forth above includes the space leased by such Seller, such tenant. Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy provide Purchaser with copies of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents Certificates prepared by Seller for Purchaser's review and ROFR Documents (for which comment before delivering the completed Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer Certificates to the Tenants and the Leases completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such delivery unless Purchaser provides Seller in respect writing any comments to, or objections concerning the substance of the Properties completed Tenant Estoppel Certificate to be purchased and sold pursuant delivered to this Agreement and the “Tenants” and “Tenants under the Leases” . Notwithstanding the foregoing, Seller may provide its own estoppel ("SELLER'S ESTOPPEL") in the form attached as each such term is defined Exhibit J to Purchaser in each satisfaction of the Other PSAsforegoing requirements but Seller may not deliver a Seller Estoppel for more than fifteen percent (15%) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Leaseleased space. In the event that, after the GSA requires any Closing, Seller delivers to remain liable under Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller's Estoppel at the applicable Lease Closing and such Tenant Estoppel Certificate contains no information which is contradictory to or inconsistent with the GSA after information contained in the Closing DateSeller's Estoppel, the Buyer hereby agrees then Seller thereafter shall be released from all liability relating to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates Seller's Estoppel with respect to such Leases Seller's Estoppel. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser copies of the signed Tenant Estoppel Certificates promptly following Seller's receipt thereof. Purchaser agrees not to unreasonably object to or withhold Purchaser's consent to any alternate estoppel form or changes made by any tenant to the form attached hereto. In particular, Purchaser agrees to accept for each tenant the same form of Tenant Estoppel Certificate signed by such tenant which Seller received prior to Seller's acquisition of the Property as long as such Tenant Estoppel Certificate is revised to show Purchaser as the prospective buyer. If 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 five (5) business days from the GSAdate of Seller's delivery thereof, such Tenant Estoppel Certificate will be deemed approved by Purchaser.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain and deliver to Buyer at least (5) business days prior to the prompt return Closing an executed estoppel letter dated within sixty (60) days of the executed Closing, in form reasonably satisfactory to both Seller's and Buyer's counsels, a pro-forma copy being attached hereto as Exhibit E (the "Tenant Estoppels"), from tenants whose leases constitute in the aggregate not less than eighty percent (80%) of the rentable square footage of the Improvements, or in the form described or contemplated in the lease, the substance and content of which must be consistent in all material respects with the Lease, and the Certified Rent Roll. It is expressly understood and agreed that if Seller agrees under any circumstance to extend the Closing date as referenced in Section 3.01 hereof to a date which would cause the Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property to be dated more than sixty (60) days prior to the Closing, without that the obligation to make any payments or grant any concessions under Tenant Estoppels shall be deemed satisfactory provided they are dated within the Leases. If a Tenant returns an executed Tenant Estoppel sixty (or Lease Required Estoppel or Statement of Lease as defined below60) to such Seller, such Seller shall promptly deliver day period prior to the Buyer, originally stated Closing date. In no event shall the preceding sentence imply any obligation or make available agreement on Seller’s transaction website, a copy the part of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that Seller to extend the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition date. Upon delivery to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form or after Closing of either (1) the a Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, confirming the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement matters set forth in this Section 3.4(b)5.02 hereof as to such tenant's Lease, which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers Seller set forth in this Agreement or (y) Section 5.02 hereof shall be deemed terminated and the Leases Seller shall have no liability to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relatethe Buyer therefor. Notwithstanding anything the foregoing, Buyer acknowledges and agrees that, with respect to the contrary in this Section 3.4any Lease with any U.S. governmental agency and Leases with State agencies, Sellers Seller shall also use commercially be deemed to have satisfied its obligation to deliver an estoppel certificate if it uses reasonable efforts to obtain from such U.S. governmental agency a Statement of Lease Status Report or from the GSA with respect State agencies their form of estoppel certificate or lease status report. If Buyer does not terminate this Agreement prior to each Lease to which the GSA is a party. The expiration of the Study Period, Buyer shall be deemed to have accepted the Tenant Estoppels for all purposes and Seller shall be deemed to have satisfied this covenant. Seller shall reasonably cooperate with the Sellers to obtain (i) Buyer and any novation lender of the applicable Lease Buyer in connection with the GSA that may be obtaining subordination, non-disturbance and attornment agreements and tenant estoppels required by any lender of Buyer from the GSA in order to assign tenants occupying space within the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAProject.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the applicable form attached hereto as Exhibit A or, with respect to those Leases that contain a required form of Exhibit A specific estoppel that is attached hereto as an exhibit to such Lease, the form of estoppel attached to such Lease (the a “Tenant Estoppel”) ), and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)Estoppel. (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets Portfolio that, on or before the Initial Closing Date, the Sellers deliver Tenant Estoppels (which Tenant Estoppels shall be consistent with the representations and warranties of Sellers set forth in this Agreement with respect to the applicable Tenant Lease, except to the extent that the failure of which would not result in a Material Adverse Effect) to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise in the aggregate at least seventy-five eighty percent (7580%) of the Portfolio’s remaining base rental income over the lease term (excluding any renewal term(s) unless such renewal option has been effectively exercised by the Tenant) as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectivelyEffective Date. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

Tenant Estoppels. (a) Each Seller shall prepare make commercially reasonable efforts to obtain executed Approved Estoppels (as such term is defined below) and to deliver executed Approved Estoppels to Purchaser. Seller covenants and agrees to deliver drafts of estoppel certificates for each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto as Exhibit K (or such other form that complies with the terms of the Tenant’s Lease) (each, a “Tenant Estoppel”) to Purchaser in electronic format within 3 Business Days after the Effective Date. Purchaser shall be deemed to have approved the draft Tenant Estoppels unless it objects to specific errors or omissions within 3 Business Days after receipt thereof and request each provides such objections to Seller by email. Seller shall deliver the approved Tenant Estoppel drafts to the applicable Tenants no less than 7 Business Days following the Effective Date. Estoppel certificates prepared by Seller and approved (or deemed approved) by Purchaser as provided above are hereinafter referred to, collectively, as “Approved Estoppels”. Each Tenant shall be asked to execute and deliver the Tenant Estoppel to such SellerApproved Estoppels within the time period permitted under its Lease, or if no time period is specified therein, within 10 days. Each Seller shall use commercially reasonable efforts to obtain the prompt return Within 2 Business Days after receipt of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such SellerEstoppel, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, forward a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it to Purchaser. It shall be a condition to the BuyerPurchaser’s obligation obligations under this Agreement that Seller delivers to close the sale and purchase of the Transferred Assets thatPurchaser, on or before the Initial Tenant Estoppel Deadline (as defined in Section 1.8), executed Approved Estoppels from a sufficient number of Tenants under Leases covering at least 80% of the then currently leased square footage of the Improvements (and specifically including the following “Major Tenants”: City of Portland, NEEA, Galois, Quantum Spatial and Xplane) (“Minimum Tenant Estoppel Requirement”) with no changes other than de minimus changes and not disclosing the existence of any default under the Leases referenced to therein. Purchaser shall notify Seller of any disapproved matters contained in an Approved Estoppel within 5 Business Days after receipt of the signed Approved Estoppel from the applicable tenant, and such Approved Estoppel shall be deemed a “Nonconforming Approved Estoppel”. Those executed Approved Estoppels to which Purchaser does not timely object shall be deemed a “Conforming Approved Estoppel”. Seller shall use good faith, diligent efforts to cause the disapproved matters disclosed in the Nonconforming Approved Estoppel to be corrected or deleted prior to the Tenant Estoppel Deadline. If Seller is unable to cure such matter prior to the Tenant Estoppel Deadline, then Seller shall notify Purchaser, and Purchaser, as its sole remedy therefor, may elect, prior to the Closing Date, to either: (i) terminate this Agreement, in which event the Sellers Xxxxxxx Money Deposit shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement (except under those provisions that expressly survive a termination of this Agreement), or (ii) close the transaction regardless of the disapproved matter(s) disclosed in the Nonconforming Approved Estoppel(s) (in which case they shall be treated as Conforming Tenant Estoppel(s)) without a reduction in the Purchase Price. Provided Seller has complied with the requirements above, Seller shall not be in default if any Tenant does not execute and deliver a Tenant Estoppel. If Seller has not obtained an executed Tenant Estoppel from each of the Major Tenants by the Tenant Estoppel Deadline, the Minimum Tenant Estoppel Requirement has not been met by the Tenant Estoppel Deadline, or Seller has not cured the disapproved matters in any Nonconforming Approved Estoppels by the Tenant Estoppel Deadline, either party by written notice delivered to the other party no later than 2 Business Days after the Tenant Estoppel Deadline may extend the Tenant Estoppel Deadline and the Closing Date one time for up to 10 days in the aggregate. Seller agrees that upon the request of Purchaser, Seller shall deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in Property the form of either subordination, non-disturbance and attornment agreement required by Purchaser’s lender (1“SNDAs”) and shall request that such Tenants execute and return the Tenant Estoppel or (1) except with respect SNDAs prior to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”)Closing; provided, however, that Buyer may, in its sole discretion, in order it shall not be a condition to accommodate Serial Closings pursuant Closing that Seller deliver to Purchaser the Master PSA, waive executed SNDAs and Seller’s failure to deliver the requirement set forth in this Section 3.4(b), which executed SNDAs to Purchaser shall also not constitute a waiver of such corresponding requirement in each Other PSA (and in such event, default by Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

Tenant Estoppels. (a) Each Seller shall prepare and obtain a Tenant Estoppel from Caracol 2 prior to Closing, to be dated concurrently with the Caracol 2 Lease Amendment. Promptly upon Xxxxxx’s receipt of the Tenant Estoppel from Caracol 2, Seller shall deliver to each Purchaser the Tenant at Estoppel received by Seller. The parties acknowledge and agree that the Qualifying Tenant Estoppel for Caracol 2 shall confirm the agreed-upon terms set forth in Paragraph 13 of Exhibit F, notwithstanding anything to the contrary in the Caracol 2 Lease, and which Purchaser agrees to accept. Within two (2) days of Purchaser’s receipt of the Tenant Estoppel, Purchaser shall notify Seller whether such Seller’s Property an estoppel certificate Tenant Estoppel is approved by Purchaser as a Qualified Tenant Estoppel, and if applicable shall provide in any such notice to Seller the basis for any disapproval. Purchaser agrees not to object to any nonmaterial qualifications or modifications which a Tenant may make to the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer maya variance regarding the term of more than 30 days, a discrepancy in its sole discretion, in order to accommodate Serial Closings pursuant rent of more than 1% and any difference as to the Master PSA, waive the requirement set forth in this Section 3.4(b), which terms and conditions of termination rights shall also not be considered nonmaterial. Purchaser’s failure to give such notice within such two (2) day period shall be deemed to constitute a waiver Purchaser’s acceptance and approval of such corresponding requirement in each Other PSA Tenant Estoppel. In no event shall Seller’s failure to deliver to Purchaser any of the Tenant Estoppels or to satisfy the Tenant Estoppel Requirement be deemed to be a default by Seller under this Agreement. (and in such eventb) Notwithstanding any other provisions hereof, Seller shall be under no obligation have the right to provide a Sellers’ Estoppel Certificate). For purposes extend the Closing Date for up to ten (10) business days, by delivering written notice of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer such election to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” Purchaser not less than three (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (453) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by scheduled Closing, in order to provide for the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as delivery of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) Section. If the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything Requirement is not satisfied at least three (3) days prior to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, as the Buyer hereby agrees same may be extended by Seller pursuant to indemnify this Section, then Purchaser may, at its option, in its sole and hold harmless each such absolute discretion, elect in writing to (x) terminate this Agreement upon written notice to Seller against any Losses and Escrow Agent, in which event Seller shall promptly return the Deposit to Purchaser by wire transfer (as defined belowin accordance with the wire transfer instructions provided by Purchaser) arising out and both Seller and Purchaser shall thereafter be released from all further obligations under this Agreement, except those specifically provided to survive the termination of such Lease after this Agreement, (y) extend the Closing Date except for up to thirty (30) days so that Seller and Purchaser may attempt to satisfy the extent Tenant Estoppel Requirement, or (z) waive the Tenant Estoppel Requirement and close the transaction in accordance with this Agreement without any reduction in the Purchase Price. Purchaser shall give written notice to Seller and Escrow Agent of such Losses are the result of any action taken by any such Seller or its Affiliates with respect election at least two (2) days prior to such Leases with the GSA.the

Tenant Estoppels. (a) Each Seller Except as otherwise provided below, the Contributors shall prepare have delivered to BPP and deliver to each Tenant at such Seller’s Property an the Operating Partnership estoppel certificate in the form of Exhibit A attached hereto certificates (the “"Tenant Estoppel”Estoppels") and request from each such Tenant to execute and deliver tenant under each Lease, dated no earlier than forty (40) days before the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels Closing Date, except as otherwise provided below in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereofExhibit W (or, signed if such tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel is a national or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Leaseregional credit tenant, the form of estoppel customarily signed by such tenants at similar properties or, if an estoppel certificate was previously delivered to the Contributors and a reaffirmation and update thereof is obtained and delivered to BPP) or otherwise acceptable to BPP in its reasonable discretion, which Tenant Estoppels do not (i) allege the existence of any material default or any material unperformed obligation by the landlord under the Lease, (ii) recite any material fact which contradicts the Rent Roll, or (iii) disclose the existence of any fixed rent, additional rent or other material charges payable by the tenant which are delinquent by more than thirty (30) Business Days, in each case which is not disclosed in the Rent Roll or in Schedule 2.1(h)(i) attached to such Lease this Agreement. Notwithstanding the foregoing, if the Contributors are unable despite reasonable efforts to obtain a Tenant Estoppel, the Contributors shall substitute an estoppel certificate executed by each Contributor (eacha "Contributors Estoppel") addressing each of the factual matters addressed in Schedule 2.1(h)(i) for tenants who fail to deliver a Tenant Estoppel. The Contributors shall request and use all reasonable efforts to obtain a Tenant Estoppel from each tenant under a Lease, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant which reasonable efforts shall continue after the Closing to the Master PSA, waive extent a Tenant Estoppel is not obtained as of the requirement Closing. Any Contributors Estoppel shall constitute a continuing representation and warranty of the Contributors with respect to the matters set forth in this Section 3.4(b), such Contributors Estoppel which shall also constitute survive the Closing until replaced by an actual Tenant Estoppel from the tenant which is the subject matter thereof and which does not contradict the estoppel certificate of the Contributors. To the extent a waiver tenant is actually paying the rent specified in the Rent Roll set forth in Exhibit N without protest or an express reservation of such corresponding requirement in each Other PSA (rights, and in such eventrelated common area maintenance and real estate taxes and other expense reimbursements, Seller the Contributors Estoppel shall be under deemed to no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) onlylonger address such rent, common area maintenance and real estate taxes and other expense reimbursements payable by the terms “Tenants” and “Leases” shall refer to the Tenants tenant, and the Leases Contributors shall have no further liability in respect of the Properties estoppel with respect to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relateamounts payable. Notwithstanding anything to the contrary in this Section 3.4set forth above, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation to the extent that a Contributor has agreed with an anchor tenant upon a form of Tenant Estoppel which differs from the form attached to this Agreement as Exhibit W and such alternative form has been provided to BPP prior to the date of this Agreement, a Tenant Estoppel from the applicable Lease with the GSA that may anchor tenant in such agreed-upon form shall be required by the GSA deemed to be acceptable in order form to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary BPP and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent a Lease specifies a form of tenant estoppel certificate, a Tenant Estoppel from the applicable tenant in such Losses are specified form shall be deemed to be acceptable in form to BPP. All Tenant Estoppels shall be addressed to BPP and the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAOperating Partnership.

Tenant Estoppels. (a) Each Seller Sellers shall prepare request, and use commercially reasonably efforts to obtain, a tenant estoppel certificate from each of the Tenants. It shall be a condition precedent to Buyer's obligation to close hereunder that Sellers deliver to each Tenant Buyer, at such Seller’s least two (2) Business Days prior to the Closing Date, executed tenant estoppel certificates with respect to Leases covering eighty percent (80%) of the rentable square feet of the Real Property an ("Required Estoppel Certificates"), which shall include the estoppel certificate certificates from all Tenants leasing more than thirty thousand (30,000) rentable square feet (the "Required Tenants"), subject to Sellers' right to deliver Sellers' estoppel certificates with respect to certain of the Required Estoppel Certificates as described below."). The Required Estoppel Certificates (i) shall be substantially in the form of Exhibit A B attached hereto (the “Tenant Estoppel”) and request each or such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same other form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA terms of a Tenant's applicable Lease, provided the information required pursuant to the terms of such Lease is provided), (ii) shall not disclose any material claims against any Seller Party, any material adverse matters, any defaults, rights of set off or other matters inconsistent in order to assign any material respect with the terms of the applicable Lease or the representations and warranties made by Sellers, and (iii) shall be dated no earlier than thirty (30) days prior to Closing. Notwithstanding the foregoing, Sellers shall have the right (but not the obligation) to deliver Sellers' estoppel certificates in lieu of the Required Estoppel Certificates for Tenants other than Required Tenants. Such Sellers' estoppel certificates shall be substantially similar to the Buyer form attached as Exhibit C hereto (or its such other form as may be required by the terms of a Tenant's applicable Designated Subsidiary Lease, provided the information required pursuant to the terms of such Lease is provided) and (ii) shall not disclose any Statement material claims against any Seller Party, any material adverse matters, any defaults, rights of set off or other matters inconsistent in any material respect with the terms of the applicable Lease. In the event the GSA requires Any certification made in any Seller to remain liable under the applicable Lease with the GSA after estoppel certificate from Sellers shall survive for one (1) year following the Closing Date, and shall be subject to the same limitations with respect to making claims for miscertification as set forth in Article XI for claims which are made for breach of a representation of Sellers, and shall be subject to the Basket Amount and the Seller Liability Cap. Notwithstanding the foregoing, if at any time after Sellers' delivery of an estoppel certificate with respect to a Lease, Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except shall receive a tenant estoppel certificate with respect thereto, then to the extent such Losses are the result tenant estoppel certificate is not inconsistent or in contradiction, in any material respects, with such Seller's estoppel certificate, such Sellers' estoppel certificate shall be deemed null and void and of any action taken no further force and effect and be replaced by any such Seller or its Affiliates with respect to such Leases with the GSAtenant's estoppel certificate.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall will use commercially reasonable efforts to obtain tenant estoppel certificates (each, a “Tenant Estoppel” and collectively, the prompt return of the executed “Tenant Estoppels in substantially the same form as Exhibit A attached hereto Estoppels”) from each Tenant at of the Property in such Sellerform as is prescribed by the terms of the Tenant’s Property prior to Lease or, if no such form is prescribed, substantially in the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed form attached hereto as Exhibit “H.” Each Tenant Estoppel shall be dated effective no earlier than the date of Buyer’s delivery of the Notice of Closing Date referred to in Section 1.20 (or Lease Required Estoppel or Statement the “Estoppels Submission Date”) and shall be duly executed by the applicable Tenant thereof and each guarantor of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of applicable Lease, if applicableany. Seller shall prepare and forward the proposed form of Tenant Estoppel to each of the Tenants within two (2) following such business days after Seller’s receipt of such the Notice of Closing Date. As a condition to Closing (the “Minimum Required Estoppels Condition”) (which condition Buyer may waive, in Buyer’s sole and absolute discretion), Buyer must receive, not later than five (5) business days before the Scheduled Closing Date (the “Estoppel Delivery Deadline”)(subject to extension as described in Section 6.3), Tenant Estoppel Estoppels from: (or Lease Required Estoppel or Statement of Leasea) all Tenants that have entered into Leases covering more than fifteen thousand (15,000) net rentable square feet in the Shopping Center (each, if applicablea “Major Tenant” and collectively, the “Major Tenants”). ; and (b) In the event Tenants that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are have entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least covering not less than seventy-five percent (75%) of the remaining base rental income over leased square footage in the lease term as Shopping Center (the “Minimum Required Estoppels”). Failure by Seller to obtain and/or deliver to Buyer Tenant Estoppels amounting to the Minimum Required Estoppels shall not constitute a default by Seller, but the timely delivery to Buyer of the date Minimum Required Estoppels and Buyer’s approval of this Agreement as determined such Minimum Required Estoppels in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, Section 6.3 shall be required), with respect a condition to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAfor Buyer.

Tenant Estoppels. Purchaser shall have received tenant estoppel certificates (athe "Tenant Estoppel Certificates") Each Seller shall prepare and deliver dated not more than thirty (30) days prior to each Tenant at such Seller’s Property an estoppel certificate the originally scheduled Closing Date in substantially the form attached hereto as Exhibit C (or, if different, the form required by the applicable Lease) from tenants who lease, in the form aggregate, one hundred percent (100%) of Exhibit A attached hereto the leased square footage of the Improvements (the “Tenant EstoppelRequired Estoppel Amount”) and request each such Tenant to execute and deliver ). Seller shall provide Purchaser with copies of the Tenant Estoppel Certificates prepared by Seller for Purchaser’s review and comment before delivering the completed Tenant Estoppel Certificates to the tenants and the completed Tenant Estoppel Certificates shall be deemed approved by Purchaser on the expiration of three (3) business days following such Seller. Each delivery unless Purchaser provides Seller shall use commercially reasonable efforts to obtain in writing any comments to, or objections concerning the prompt return substance of the executed completed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior Estoppel Certificates to be delivered to the Closing, without the obligation to make any payments or grant any concessions tenants under the Leases. If a Tenant returns an executed the Required Estoppel Amount has not been received or if the Tenant Estoppel (Certificates received contain information or Lease Required Estoppel or Statement omissions unacceptable to Purchaser in its reasonable discretion, either party shall have the right to extend the Closing Date by delivery of Lease as defined below) to such Seller, such Seller shall promptly deliver written notice to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, other party on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants second (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y2nd) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer business day prior to the date hereof, signed tenant estoppel certificates that are substantially in Closing until the form earlier of either (1) the fifth (5th) business day following the date the Required Estoppel Amount has been received; or (2) the thirtieth (30th) day following the Closing Date. In no event shall Seller be obligated to deliver updates to any of the Tenant Estoppel Certificates. Seller will deliver Purchaser a copy of each signed Tenant Estoppel Certificate promptly following Seller’s receipt thereof. Purchaser agrees not to unreasonably object to or (1) except with respect withhold Purchaser’s consent to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect any alternate estoppel form or changes made by any tenant to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form attached hereto. If Purchaser fails to furnish Seller with a written notice of estoppel attached to such Lease disapproval (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretionwhich notice, in order to accommodate Serial Closings pursuant to the Master PSAbe effective, waive the requirement set forth in this Section 3.4(bmust include Purchaser’s specific objections), which shall also constitute a waiver of such corresponding requirement in each Other PSA within three (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b3) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) business days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of from the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required EstoppelSeller’s delivery thereof, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may Certificate will be required deemed approved by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSAPurchaser.

Tenant Estoppels. (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in After the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the ClosingEffective Date, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to all of the Buyertenants at the Property a new estoppel for execution certified to Purchaser and generically to its lenders (collectively, the “Tenant Estoppels”). The forms of Tenant Estoppels shall be in either the form required under the relevant Lease or make available on Seller’s transaction websitein the form attached hereto as Exhibit T-3 (which Purchaser hereby approves), a copy with such changes as are reasonably approved by Purchaser. Seller shall deliver to Purchaser copies of such all executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable)Estoppels received after the Effective Date. (b) In Each such Tenant Estoppel shall be deemed satisfactory if executed by the event tenant in substantially the form as submitted or in substantially the form required by such tenant’s Lease dated no more than forty-five (45) days before Closing, without identifying any uncured defaults of the landlord thereunder, any economic deviation or other material deviation from the information contained on the form submitted, any modification or addition that is materially adverse to Purchaser, any default under the affected Lease, any condition which with notice and the passage of time would constitute a default under the affected Lease, or a material adverse discrepancy between the information set forth in this Agreement or the Deliveries, including the Leases; provided, however, that the following two exceptions shall apply. First, any estoppel disclosing a default shall nonetheless satisfy the requirements of this Section 4.4 if Seller agrees to cure such default prior to Closing in a manner reasonably satisfactory to Purchaser. Second, any estoppel from Dxxxxx or Wxxxx Fargo Bank, N.A. disclosing an operating expense reconciliation audit or any issue related thereto shall nonetheless satisfy the requirement of this Section 4.4, subject to the following: (i) Purchaser acknowledges that Seller has delivered to Purchaser as part of the Deliveries relevant correspondence received or sent by Seller or its Manager with respect to certain operating expense reconciliation audits by Dxxxxx and Wxxxx Fargo Bank, N.A. under their respective Leases and Purchaser has discussed these operating expense reconciliation audits with Manager; (ii) Manager is related to the Purchaser and served as the Manager of the Property during the period of Seller’s ownership of the Property; (iii) any issue identified by Dxxxxx or Wxxxx Fargo Bank, N.A. relating to such operating expense reconciliation audits and described in the respective Tenant Estoppel or otherwise shall not affect the acceptance and approval of such Tenant Estoppel by Purchaser hereunder shall occur simultaneously or otherwise constitute a failure of a Purchaser’s condition or give Purchaser the right to terminate this Agreement (notwithstanding anything in this Agreement to the contrary); (iv) Seller, Purchaser and Manager believe, and Seller and Manager have asserted, that no adjustments or payments are due Dxxxxx or Wxxxx Fargo Bank, N.A. resulting from such operating expense reconciliations audits, with the Initial response of Seller and Manager outlined in the letters which are part of the Deliveries; (v) Purchaser will cause Manager to cooperate with Seller after the Closing, it without payment of any additional fee by Seller to Manager, in connection with such operating expense reconciliation audits and the resolution thereof; (vi) Seller shall be responsible and liable for the continued processing and resolution of such operating expense reconciliation audits for the periods covered thereby and will keep Purchaser informed of the status thereof; (vii) Seller shall pay all costs and expenses incurred in connection with such operating expense reconciliation audits and pay to the respective tenant (Dxxxxx or Wxxxx Fargo Bank, N.A., as the case may be) the amount, if any, determined or agreed by Seller to be due to such respective tenant in connection with such operating expense reconciliation audit for the period covered thereby; and (viii) the provisions of this Section 4.4(b)(i)-(viii) shall survive the Closing indefinitely and not be subject to the limitations in Sections 6.3 and 11.19 hereof, and any payment or liability of Seller under this Section 4.4(b)(i)-(viii) hereof shall not be subject to or reduce the Cap described in Sections 6.3 and 11.19 hereof (notwithstanding the provisions of Sections 6.3 and 11.19 hereof to the contrary). (c) Seller will make diligent efforts to obtain a Tenant Estoppel from all tenants; provided, however, Seller shall only be required, as a condition to the BuyerPurchaser’s obligation to close the sale and purchase of the Transferred Assets thattransaction contemplated hereunder, to deliver on or before Closing Tenant Estoppels for the Initial Closing DateMajor Tenants and such other tenants that, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated together with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA)Major Tenants, unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least lease seventy-five percent (75%) of remaining base rental income over the lease term Improvements (the “Required Tenant Estoppels”) on or before Closing in substantially the forms attached hereto as of Exhibit T-1 and T-2 as to the date Major Tenants (which Purchaser hereby approves) and Exhibit T-3 as to the other tenants or in substantially the forms required by the Leases for the Major Tenants and such other tenants and satisfying the requirements of this Agreement as determined in accordance with Section 4.4. In the schedule delivered by event that Seller fails to deliver on or before Closing the Sellers to the Buyer prior to the date hereofRequired Tenant Estoppels, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except then Purchaser’s sole and exclusive remedy with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall such failure will be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer mayterminate this Agreement, in its sole discretionwhich case the Deposit will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever and neither party shall thereafter have any further rights or obligations under this Agreement, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver except for any indemnity obligations of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold either party pursuant to this Agreement and or any other provision which expressly survives the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date termination of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.