Common use of Estoppels Clause in Contracts

Estoppels. (i) Sellers shall have received from tenants (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

Estoppels. By that date which is not later than ten (10) days before the Closing Date (the "Estoppel Delivery Deadline"), Seller shall obtain an estoppel certificate from (a) each of the following Tenants or occupants of the premises commonly known as (each a "Major Tenant" and together, the "Major Tenants"): (i) Sellers shall have received from tenants in the ▇▇▇▇▇▇▇ Curve: On A Whim, Republic Gastropub, Winter House Interiors, Café 501, Balliets, Red Coyote, Uptown Kids, lululemon and Upper Crust, (which tenants shall include ii) in the tenants leasing space pursuant to Triangle: Whole Foods and Anthropologie, and (iii) in NHP: Starbucks, ▇▇ ▇▇▇▇ & Company and ▇▇▇▇ ▇▇▇▇▇▇, Inc. (each a "Required Tenant Estoppel" and together, the Commercial Leases listed on Schedule 8.2(f)(i"Required Tenant Estoppels") of and (b) those remaining Tenants who (together with the Seller Disclosure LetterMajor Tenants) leasing at least seventy-five occupy in the aggregate not less than eighty percent (7580%) of the aggregate square footage leased pursuant net rentable area PURCHASE AND SALE AGREEMENT 30 in the ▇▇▇▇▇▇▇ Curve Improvements, the Triangle Improvements and the NHP Improvements which is actually open for business to all Commercial Leases, a certificate the public and operating as of the Estoppel Delivery Deadline (each an "Other Tenant Estoppel" and together, the "), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), Other Tenant Estoppels") each dated not more earlier than sixty thirty (6030) days prior to the Closing Date, in either (A) Estoppel Delivery Deadline. The Required Tenant Estoppels and the Other Tenant Estoppels may sometimes be referred to hereinafter collectively as the "Estoppels". The parties shall agree on the form of the proposed Estoppels as soon as possible after the Effective Date hereof, taking into account any provisions in the Leases which establish and/or limit the contents and responsive time requirements of each respective Tenant. Seller shall be entitled to execute and deliver, within three (3) business days after the Estoppel attached as Exhibit D hereto or Delivery Deadline, a Seller's overlay estoppel with respect to any Lease for which an Estoppel has not been procured (B) a "Seller's Estoppel"); provided, however, that in the form event that prior to Closing, Seller delivers to Purchaser the previously undelivered Estoppel from any such Tenant, the Seller's Estoppel relating to such Lease shall thereupon be deemed null and void and of Estoppel returned no further force and effect. Notwithstanding the foregoing, in the event that by the tenant whose Estoppel is being sought pursuant Closing Date Seller fails to this Section 8.2(f)(ideliver the (i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one Required Tenant Estoppels or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers Other Tenant Estoppels and/or the Seller's Estoppel, then Purchaser shall have received an be entitled, at Purchaser's sole option, regardless of the time, to either waive the requirement for any such Estoppel from each lessor under and proceed to Closing, agree to extend the Closing Date for a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated period of not more than sixty fifteen (6015) additional days prior or, terminate the Agreement by notice to Seller, in which event the Closing Date in either ▇▇▇▇▇▇▇ Money (Atogether with all interest earned thereon) shall be returned to Purchaser and the form of Estoppel attached as Exhibit E hereto or parties shall have no further obligations under the Agreement (B) except for any such obligations which survive the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretotermination thereof).

Estoppels. (ia) Promptly after the written direction from Purchaser (and only upon such written direction), Sellers shall request REA Estoppels, Anchor Tenant Estoppels, Major Tenant Estoppels and Remaining Tenant Estoppels for execution, and, from and after such request, Sellers shall use commercially reasonable efforts to have received such estoppels certified to Purchaser, Purchaser’s lender and their successors and assigns, obtain the prompt return thereof and provide Purchaser with a copy of all executed REA Estoppels, Anchor Tenant Estoppels, Major Tenant Estoppels and Remaining Tenant Estoppels promptly following receipt of same; provided, however, Sellers reserve the right to attempt to have any such estoppel corrected or revised by such REA Party or tenant before delivering such estoppel to Purchaser. (b) Promptly after the written direction from tenants Purchaser (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"and only upon such written direction), addressed to the Company and its lender MacArthur Shopping Center LLC (as defined in the Estoppel attached as Exhibit D hereto“MacArthur LLC”), dated not more than sixty which owns a leasehold estate in MacArthur Shopping Center, shall request from the Norfolk Redevelopment and Housing Authority (60the “MacArthur Ground Lessor”) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is an estoppel certificate in the form of Exhibit S attached hereto (the “MacArthur Ground Lease Estoppel attached as Exhibit D heretoCertificate”) for execution, (B) and, from and after such request, MacArthur LLC shall use commercially reasonable efforts to have the landlord Estoppels delivered by MPLP pursuant MacArthur Ground Lease Estoppel Certificate certified to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) Purchaser, Purchaser’s lender and their successors and assigns, obtain the prompt return thereof, and provide Purchaser with a copy of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect executed MacArthur Ground Lease Estoppel promptly following receipt of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Lettersame. (iic) Sellers MacArthur LLC shall have received use commercially reasonable efforts to obtain an Estoppel estoppel from each lessor under a Ground Lease, addressed of the counterparties to the Company and its lender (as defined MacArthur Parking Agreement, in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Exhibit W attached hereto (the “MacArthur Parking Agreement Estoppel”), certified to Purchaser, Purchaser’s lender and their successors and assigns, obtain the prompt return thereof and provide Purchaser with a copy of all executed MacArthur Parking Agreement Estoppel attached as Exhibit E hereto promptly following receipt of same; provided, however, that in no event shall the inability or (B) failure of MacArthur LLC to obtain and deliver the form of MacArthur Parking Agreement Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable be a condition to the form obligation of Estoppel attached as Exhibit E heretoPurchaser to close hereunder.

Estoppels. (a) Upon the request of the Purchaser, the REIT agrees to forward estoppel certificates and subordination, non-disturbance and attornment agreements, reasonably requested by the Purchaser, either in the form required by the relevant agreement or otherwise in a form prepared by the Purchaser and approved by the REIT (such approval not to be unreasonably withheld, conditioned or delayed) with details to be completed by the REIT, to tenants under a Material Space Lease, landlords of any Ground Leases, any JV Entities or any Participation Parties. The REIT shall be afforded a reasonable period of time to complete its review of such forms proposed by the Purchaser, to complete the necessary details therein, and approve all such estoppel certificates and subordination, non-disturbance and attornment agreements. Once approved by the Purchaser and REIT, respectively, the REIT shall forward such estoppel certificates and subordination, non-disturbance and attornment agreements to such counterparties. The REIT shall follow up with such counterparties by email or other written correspondence on at least two (2) additional occasions or as otherwise reasonably requested by Purchaser and shall deliver to the Purchaser copies of any estoppel certificates and subordination, non- disturbance and attornment agreements actually received. (b) The REIT shall permit the Purchaser to: (i) Sellers shall prepare additional estoppel certificates for counterparties that have not received from tenants (which tenants shall include the tenants leasing space an estoppel certificate pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"Section 4.14(a), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers forward such estoppel certificates directly to such counterparties. The REIT shall have received an Estoppel from each lessor under a Ground Leasefollow up with such counterparties by email or other written correspondence on at least two (2) additional occasions or as otherwise reasonably requested by Purchaser (and the Purchaser shall use its commercially reasonable efforts to assist the REIT in connection with such follow up), addressed and the REIT shall deliver to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form Purchaser copies of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretoany estoppel certificates actually received.

Estoppels. (1) It shall be a condition precedent to Purchaser’s obligation to make the Buyer Loan and subsequently consummate the Closing that Purchaser receive and reasonably approve (i) Sellers shall have received tenant estoppel certificates from the Major Tenants (hereinafter defined) and such additional tenants (which tenants shall include the tenants leasing space pursuant to the Commercial under Leases listed on Schedule 8.2(f)(i) that, exclusive of Major Tenants, occupy at least 75% of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) remaining leased square footage of the aggregate square footage leased pursuant to all Commercial LeasesProperty (each individually, a certificate (an "“Tenant Estoppel"” and collectively, the “Required Tenant Estoppels”), addressed to on the Company and its lender (as defined in form of the Tenant Estoppel certificate attached as Exhibit D heretoK-1 or on the form promulgated by the tenant (if a national tenant) or required by the applicable Lease, and (ii) estoppel certificates from each person that is subject to a reciprocal easement and operating agreement (or similar agreement) (each, an “REA”) affecting the Property (each, an “REA Estoppel” and collectively, the “Required REA Estoppels”), on the form of the REA Estoppel certificate attached as Exhibit K-2 or on the form required by the applicable REA. All Required Tenant Estoppels and Required REA Estoppels (collectively, the “Required Estoppels”) shall be dated after the date of this Agreement (but not more than sixty one (601) days monthly pay period prior to the Initial Closing Date and the Final Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees thatapplicable), in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered prescribed by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter6(e). (ii2) Sellers As used herein, the “Major Tenants” shall have received mean King Soopers, Big Lots, Conditioning Spa, Ben’s Furniture, Ace Hardware and Jo A▇▇ Fabrics. Notwithstanding the foregoing, and except as otherwise provided below, if despite Seller’s commercially reasonable efforts, Seller is unable to obtain a Tenant Estoppel with respect to any tenants other than Major Tenants, Seller may, for purposes of satisfying the 75% threshold above, elect to deliver to Purchaser at Closing an estoppel certificate executed by Seller (a “Seller Estoppel”) with respect to such tenants for up to 10% of such other Leases, which Seller Estoppel from shall be on the same form as the Required Tenant Estoppels but executed to Seller’s Knowledge, and each lessor under a Ground Lease, addressed to Seller Estoppel shall be counted toward the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretoRequired Tenant Estoppels.

Estoppels. (a) In accordance with the further terms and conditions of this Section 18, Seller shall use its commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from all the tenants under the Leases. Notwithstanding the foregoing, it will only be a condition to Purchaser’s obligation to consummate Closing that Seller obtain and deliver to Purchaser executed Tenant Estoppels from (i) Sellers shall have received from tenants (which tenants shall include the 100% of tenants leasing 10,000 or more square feet of space pursuant to in the Commercial Leases listed on Schedule 8.2(f)(iImprovements (“Major Tenants”), and (ii) of the Seller Disclosure Letter) other tenants leasing at least seventy-five sixty percent (7560%) of the remaining aggregate of the leased rentable square footage leased pursuant to all Commercial Leasesof the Improvements (collectively, a certificate the “Required Estoppels”). (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60b) days prior to the Closing Date, in either (A) the The form of the Tenant Estoppel attached as Exhibit D hereto or shall be on each tenant’s standard estoppel form. Purchaser shall, within two (B2) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu business days after Purchaser's receipt of any one executed Tenant Estoppels from Seller, respond to Seller in writing with any specific comments or more concerns that Purchaser has with respect to such Tenant Estoppels as a result of Purchaser's review of such EstoppelsTenant Estoppels and the applicable Lease for such tenant. If Purchaser fails to respond to Seller within such two (2) business day period, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Tenant Estoppels delivered by MPLP pursuant Seller shall be deemed accepted by Purchaser. (c) Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant’s Lease shall satisfy the delivery requirement for such tenant under this Agreement. In the event Seller has been unable to obtain the Required Estoppels at or prior to Closing, Seller shall have the right, upon written notice to Purchaser, to extend the Closing Date by up to ten (10) days in order to allow Seller additional time to obtain all Required Estoppels. Seller shall have no obligation to update any Tenant Estoppels described in this Section 8.2(f)(i) 18 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Purchaser has not received the Required Estoppels in accordance with the terms of this Section 18 at or before the scheduled Closing (as may be extended), Seller shall not be given deemed in respect default of more than ten percent this Agreement, but rather a failure of a condition to Closing shall have occurred, and Purchaser shall have the right to (10%i) terminate this Agreement by delivery of written notice to Seller, in which event the aggregate square footage leased pursuant ▇▇▇▇▇▇▇ Money shall be returned to all Commercial Leases Purchaser promptly and (C) such landlord Estoppels delivered by MPLP neither Seller nor Purchaser shall not be delivered have any further rights or obligations hereunder, except for those obligations which are expressly stated in respect this Agreement to survive any termination of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. this Agreement, or (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed waive such requirement and proceed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretoClosing.

Estoppels. Within three (i3) Sellers business days following the Effective Date, Seller shall have deliver to Buyer for its review and approval an estoppel certificate substantially in the form attached hereto as Exhibit B (or in such other forms as are received from tenants (which tenants shall include the tenants leasing space Tenants pursuant to the Commercial Leases listed on Schedule 8.2(f)(iterms of their respective Leases) as modified to reflect the terms of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) particular Lease, to be submitted to each Tenant of the aggregate square footage leased pursuant to all Commercial space at the Property. Buyer shall within five (5) business days after receipt of such forms provide Seller with any specific concerns arising as a result of Buyer’s review of the Leases, and promptly after Seller revises such estoppel letters to address such concerns, Seller shall submit such revised estoppel letters (the “Required Lease Estoppel Letter”) to such tenants for execution and delivery to Buyer. No later than three (3) days after receipt from a certificate (an "Estoppel")tenant, addressed Seller shall deliver such tenant’s estoppel letter to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), Buyer. All estoppel letters shall be dated not more than sixty thirty (6030) days prior to the Closing Date, in either date of Closing. Seller shall deliver to Buyer no later than three (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (603) days prior to Closing, the Closing Date Required Lease Estoppel Letter from (i) all of the major tenants (defined as ATI Physical Therapy, ▇’▇▇▇▇▇▇ Auto Parts, Jewel-Osco and Chase Bank) and (ii) at least 50% of the remaining tenants of the Property measured by rentable square footage. If Seller is unable to obtain and deliver sufficient tenant estoppel letters as required under this Section 8.k, or if the letters received contain material default or material exceptions, then Seller will not be in either default by reason thereof, but Buyer may, by notice given to Seller before the Closing, elect (Ai) to waive said conditions and proceed with the form Closing, but with a right to cure any breach of Estoppel attached as Exhibit E hereto any representation and warranty caused thereby, (ii) to terminate this Agreement and receive a refund of the ▇▇▇▇▇▇▇ Money or return of Buyer’s Letter of Credit, or (Biii) if the form material default or material exception is with respect to uncompleted landlord’s work relating to a leased premises, unpaid allowances related to tenant improvements or tenants’ initial move-in to such premises or any unpaid lease improvements and such amounts are not then due and owing, to require Seller to escrow sufficient funds to discharge the same including in the case of Estoppel returned by a dispute which Seller seeks to contest in good faith, at least 100% of the lessor whose Estoppel is being sought pursuant amount necessary to satisfy the claim. If Buyer LEGAL02/38577646v9 elects to terminate this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached Agreement, neither party will have any further rights or obligations hereunder except as Exhibit E heretoexpressly set forth herein.

Estoppels. (ia) Sellers shall have received from tenants (which tenants shall include the tenants leasing space pursuant It will be a condition to the Commercial Leases listed on Schedule 8.2(f)(i) of the Closing that Seller Disclosure Letter) leasing obtain and deliver to Purchaser at least seventy-five percent three (75%3) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days Business Days prior to the Closing Date, from the major tenants listed on Exhibit D-1 (“Major Tenants”) and other Tenants leasing space which when added to the Major Tenants aggregates at least eighty percent (80%) of the leased space at the Improvements, executed estoppel certificates (“Tenant Estoppel Certificates"), with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, (1) the Tenant Estoppel Certificate for the Centex Service Company Lease (the “Centex Service Company Estoppel Certificate”) will be in the form attached hereto as Exhibit S with no material modifications thereto, and (2) with respect to the Tenant Estoppel Certificates other than the Centex Service Company Estoppel Certificate, Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that the information included in such estoppel is not inconsistent with (x) the factual information disclosed to Purchaser in writing on or before June 13, 2005, (y) the representations, warranties and covenants of Seller contained in this Agreement, and (z) the information included in the estoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a). In addition, notwithstanding the eighty percent (80%) requirement set forth above, it will be a condition to Closing that Seller obtain and deliver to Purchaser Tenant Estoppel Certificates for all Tenant Leases under which Seller or an Affiliate of Seller is the tenant thereunder (including, but not limited to, the Centex Service Company Estoppel Certificate) (collectively, the “Centex Estoppel Certificates”). On or before August 12, 2005, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit D-2 and containing the information contemplated thereby, for all Tenants (other than Centex Service Company). Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (Ai) the form of Estoppel attached approving such forms as Exhibit D hereto completed by Seller, or (Bii) setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the form completed forms of Estoppel returned by estoppel certificates accurate and complete. In the tenant whose Estoppel is being sought pursuant event Seller objects to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable Purchaser’s changes to the form of Estoppel attached as Exhibit D hereto. The Company the estoppel certificate, Seller and Purchaser hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant agree to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant reasonably cooperate with each other to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Lettertimely develop an acceptable estoppel certificate. (iib) Sellers shall have received an Exclusive of the Centex Estoppel from each lessor under a Ground LeaseCertificates, addressed to the Company and its lender (as defined in the event Seller fails, for any reason, to deliver to Purchaser the required number of acceptable Tenant Estoppel attached as Exhibit E hereto), dated not more than sixty Certificates in accordance with the provisions of Section 7.2 at least three (603) days Business Days prior to the Closing Date Date, then Seller will not be deemed in either (A) default hereunder, and Purchaser’s sole remedy, except as provided in the form immediately following sentence, will be to terminate this Agreement whereupon the Title Company will return the E▇▇▇▇▇▇ Money Deposit to Purchaser, and both parties will be relieved of Estoppel attached as Exhibit E hereto or (B) any further obligations hereunder, except for the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable Termination Surviving Obligations. Notwithstanding anything herein to the form contrary, in the event Seller fails to deliver to Purchaser the Centex Estoppel Certificates as required by Section 7.2(a) above, Seller shall be in default of Estoppel attached as Exhibit E heretothis Agreement and Purchaser shall have the rights and remedies provided under Section 13.1 below for such Seller default.

Estoppels. a) In accordance with the further terms and conditions of this Section 6.3, at least three (i3) business days prior to Closing, Sellers shall have received provide tenant estoppel certificates (the “Tenant Estoppels”) from tenants (which tenants shall include the tenants leasing space pursuant under the Leases dated no earlier than August 1, 2025. Seller shall prepare and deliver Tenant Estoppels to the Commercial Leases listed on Schedule 8.2(f)(i) each of the Tenants with Leases at its Property. Buyer will provide Seller Disclosure Letter) leasing at least seventy-with the name of ▇▇▇▇▇’s lender no later than five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (605) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) expiration of the aggregate square footage leased pursuant Due Diligence Period and if no name is available, then Seller shall send out the Tenant Estoppels running generically to all Commercial Leases and Buyer’s lender; provided, however, that if no name is available five (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (605) days prior to the expiration of the Due Diligence Period and a tenant refuses to name Buyer’s lender generically, Buyer shall not have the right to object to such Tenant Estoppel on the basis that it is not certified to Buyer’s lender (either specifically or generically). Notwithstanding the foregoing, Sellers shall only be required to deliver to Buyer at or prior to Closing Date in either a Tenant Estoppel from: (i) with respect to the Southmont Property, the following tenants: (A) the form of Estoppel attached as Exhibit E hereto or Dick’s Sporting Goods, Best Buy, ▇▇▇▇ Dress for Less, ▇▇▇▇▇▇ & Noble, Michaels, Staples and Dollar Tree (each a “Southmont Major Tenant” and a “Major Tenant”); and (B) tenants under the form Leases leasing on a collective basis not less than forty percent (40%) of Estoppel returned by the lessor whose Estoppel is being sought remaining open and occupied gross leasable area of the Southmont Property that are subject to Leases with an original term of more than twelve (12) months (each a “Southmont Non-Major Tenant” and a “Non-Major Tenant”); (i) with respect to the East Hanover Property, the following tenants: (A) Homesense, Homegoods and Sierra Trading Post (each a “East Hanover Major Tenant” and a “Major Tenant”); and (B) tenants under the Leases leasing on a collective basis not less than forty percent (40%) of the remaining open and occupied gross leasable area of the East Hanover Property that are subject to Leases with an original term of more than twelve (12) months (each a “East Hanover Non-Major Tenant” and a “Non-Major Tenant”); and (ii) with respect to the Stow Property, the following tenants: (A) Giant Eagle, Kohls, Hobby Lobby, TJ Maxx, Homegoods, Old Navy, Pet Supplies Plus and Ulta Beauty (each a “Stow Major Tenant” and a “Major Tenant”, and collectively with the Southmont Major Tenants and the East Hanover Major Tenants, the “Major Tenants”); and (B) tenants under the Leases leasing on a collective basis not less than thirty-five percent (35%) of the remaining open and occupied gross leasable area of the Stow Property that are subject to Leases with an original term of more than twelve (12) months (each a “Stow Non-Major Tenant” and a “Non-Major Tenant”, and collectively with the Southmont Non-Major Tenants and the East Hanover Non-Major Tenants, the “Non-Major Tenants”). The Tenant Estoppels required to be delivered pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable the preceding sentence and that are a condition to the form of Estoppel attached Closing as Exhibit E hereto.more particularly set forth herein are defined collectively as the

Estoppels. Seller shall have delivered to Buyer prior to the Closing Date, Tenant estoppels, executed within sixty (60) days of the Closing Date and in the form of Exhibit "G-1", either directly to the benefit of Buyer or assigned by Seller to Buyer, and without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel Exceptions (as defined below) ("Tenant Estoppels") from (i) Sellers shall have received from tenants (which tenants shall include Tenants leasing, in the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) aggregate, as of the Seller Disclosure Letter) leasing at least seventy-Effective Date, not less than seventy- five percent (75%) of the aggregate square footage total leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined space in the Estoppel attached Property, with the exception of O'Flaherty & Belgum ▇▇▇ ▇▇▇▇ & D▇▇▇, ▇nd (ii) all Tenants leasing, as Exhibit D hereto)of the Effective Date, dated not more than sixty 3,000 square feet of net rentable area of the Property, with the exception of O'Flaherty & Belgum ▇▇▇ ▇▇▇▇ & D▇▇▇ (60) days prior ▇t bei▇▇ understood and agreed that Leases entered into after the Effective Date and approved or deemed approved by Buyer shall be deemed to have approved Tenant Estoppels); provided, however, that, with respect to one or more particular premises in the Closing DateProperty, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees thatSeller may, in lieu of any one or more of delivering to Buyer a Tenant Estoppel to meet such Estoppelscondition, MPLP may deliver a landlord Estoppel provided that (A) "Seller's Estoppel" with respect to such form of landlord Estoppel is leased space, in the form of Exhibit "G-2" attached hereto (or a portion thereof, as needed), subject only to Permitted Estoppel attached as Exhibit D heretoExceptions; provided, further, however, that in the event that Seller thereafter delivers a Tenant Estoppel to Buyer with respect to the same Lease (B) either before or after the landlord Estoppels Closing Date), then Seller's Estoppel shall be of no force and effect with respect to the Lease covered by such Tenant Estoppel, if and to the extent that the Tenant Estoppel is consistent with the previously delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) Seller's Estoppel. As used herein, "Permitted Estoppel Exceptions" means all of the aggregate square footage leased pursuant following: (i) a Tenant's failure to all Commercial Leases and include (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect after Seller's delivery of the Commercial Leases listed on Schedule 8.2(f)(i) Tenant Estoppel to Tenant in the form of the Seller Disclosure Letter. Exhibit "G-1"), Paragraph 10 of Exhibit "G-1"; and (ii) Sellers shall have received a Tenant's disclosure of information (x) consistent with the Lease of the Tenant, or inconsistent with such Lease in an Estoppel from each lessor under a Ground Leaseimmaterial respect, addressed or (y) known to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days or made available to Buyer prior to expiration of the Closing Date Investigation Period in either (A) the form connection with Buyer's review of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought materials pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto5 above.

Estoppels. (a) It will be a condition to Closing that Seller obtain and deliver to Purchaser, from each of the major tenants listed on EXHIBIT D-1 ("MAJOR TENANTS") and other Tenants leasing space which when added to the Major Tenants aggregates at least 75% of the leased space at the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as EXHIBIT D-2; provided, however, (i) Sellers to the extent that the form as so completed requires information not required of a Tenant under the provisions of its Tenant Lease, Seller will exercise good faith efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall have received from tenants satisfy the requirement of this Section 7.2(a), and (which tenants shall include ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that the tenants leasing space information included in such estoppel is not inconsistent with the information included in the estoppel form completed for such Tenant pursuant to the Commercial Leases listed on Schedule 8.2(f)(ibelow provisions of this Section 7.2(a). Within five (5) Business Days after the Effective Date, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as EXHIBIT D-2 and containing the information contemplated thereby, for all Tenants. Within five (5) Business Days following Purchaser's receipt thereof, Purchaser will send to Seller notice either (i)approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by EXHIBIT D-2. Seller will then circulate the tenant estoppels to the Tenants and exercise good faith efforts to obtain execution of same by the Tenants. Seller shall deliver each estoppel certificate executed by a Tenant (whether or not in compliance herewith) to Purchaser promptly following Seller's receipt thereof. Notwithstanding anything contained herein to the contrary, in no event shall Seller's failure to obtain the required number of acceptable estoppel certificates in accordance with the provisions of this Section 7.2(a) constitute a default by Seller under this Agreement. (b) Seller, at its sole option, may elect to satisfy part of the requirements under Section 7.2(a) by delivering a representation certificate of Seller Disclosure Letterin the form attached hereto as EXHIBIT E (a "SELLER Certificate") leasing at least seventy-five percent (75%) for up to 10% of the aggregate square footage space leased pursuant to all Commercial Leasesby non- Major Tenants. If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof, from a Tenant for which Seller has delivered a Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. (an "Estoppel")c) If, addressed to as of the Company and its lender fifth (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (605th) days day prior to the Closing Date, Seller has not obtained and furnished to Purchaser executed estoppel certificates (or a combination of executed estoppel certificates and Seller Certificates permitted under Section 7.2(b) above) sufficient to satisfy the condition set forth in either Section 7.2(a), then Purchaser may (Ai) waive the form of Estoppel attached as Exhibit D hereto foregoing condition precedent and proceed to Closing; or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit (less the Independent Consideration, which shall be paid over to Seller) shall be returned to Purchaser and neither Seller nor Purchaser will have received an Estoppel from each lessor any further obligation under a Ground Lease, addressed to this Agreement except for the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretoTermination Surviving Obligations.

Estoppels. (i) Sellers Colonial REIT shall have delivered to Buyer all Tenant Estoppels it has received pursuant to it Section 7.6 request (regardless of form and contents). Without limiting the foregoing, Colonial REIT shall have delivered to Buyer, Tenant Estoppels in substantially the form requested under Section 7.6 (provided, that, if a tenant’s Lease prescribes a form of estoppel that is different than the applicable estoppel form attached to this Agreement, and provided, that, Colonial REIT’s original request was for an estoppel in the form attached to this Agreement, then an estoppel certificate executed by such Tenant in the form attached to such Lease shall acceptable as to form with respect to such tenant) dated not earlier than the date hereof from tenants (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least comprising not less than seventy-five percent (75%) of the aggregate square footage leased pursuant gross base rental amount for each Property (“General Estoppel Requirements”). Without limiting the General Estoppel Requirements, Colonial REIT shall have delivered to all Commercial LeasesBuyer, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), Tenant Estoppels dated not earlier than the date hereof from (i) all tenants at all Properties leasing 25,000 or more than sixty leasable square feet (60“Major Tenants”) days prior to the Closing Date, in either and (Aii) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided from such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees other tenants such that, in lieu of any one or more of such Estoppelstogether with the estoppels from Major Tenants, MPLP may deliver a landlord the General Estoppel provided Requirements have been satisfied; provided, that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant up to this Section 8.2(f)(i) shall not be given in respect of more than ten five percent (105%) of the aggregate square footage leased pursuant General Estoppel Requirements may be satisfied with an estoppel certificate provided by Colonial REIT, which estoppel certificate shall address matters set forth Exhibit D, as to such leases designated by Colonial REIT (“Specific Estoppel Requirements”). Such Tenant Estoppels shall be consistent in all material respects with the applicable representations and warranties made by Colonial REIT set forth in Section 3 hereof and with the information provided to Buyer in connection therewith. No Tenant Estoppels disclosing or alleging defaults by or obligations of the landlord thereunder which could reasonably be anticipated to result in potential liability and/or costs to cure of the landlord that exceed $25,000 for any particular Lease will be deemed to count towards the satisfaction of either the General Estoppel Requirements or the Specific Estoppel Requirements. The Tenant Estoppels shall not disclose or allege defaults by or obligations of the landlord thereunder which, in the aggregate, with respect to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not Tenant Estoppels, could reasonably be delivered anticipated to result in respect potential liability and/or costs to cure of the Commercial Leases listed on Schedule 8.2(f)(i) landlord that exceed $2,000,000 (“Aggregate Estoppel Failure”). To the extent Colonial REIT is unable to obtain Tenant Estoppels sufficient to satisfy this condition as of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under date for Closing, Colonial REIT may adjourn the Closing by notice to Buyer to a Ground Lease, addressed to date that is not later than the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Outside Closing Date in either (A) order to attempt to satisfy this condition. In the form event of an Aggregate Estoppel attached Failure, Buyer may terminate this Agreement in which event the Deposit or the Letter of Credit, as Exhibit E hereto or (B) the form of Estoppel applicable, will be returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretoBuyer.

Estoppels. As a condition benefitting Buyer only, Sellers shall have delivered to Buyer a tenant estoppel certificate from Universal Display & Fixtures Company, a Texas corporation (the “Existing Tenant”) (i) Sellers shall have received from tenants certifying to and for the benefit of Buyer (which tenants shall include x) the tenants leasing space pursuant items the Existing Tenant is required to certify under clauses (a) through (f) of Section 31 of that certain Lease Agreement by and between the Flower Mound Seller and Existing Tenant, dated as of April 10, 2013 (the “Existing Lease”) and (y) that, to the Commercial Leases listed on Schedule 8.2(f)(i) current actual knowledge of the Seller Disclosure LetterExisting Tenant, there exists no uncured breach or default, or state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either the Existing Tenant or the landlord under such Existing Lease, (ii) leasing at least seventydated no earlier than forty-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (6045) days prior to Closing and (iii) disclosing no material inaccuracy in Sellers’ representations and warranties set forth in Section 9.1.7 of this Agreement and no material deviations from the copy of the Existing Lease delivered or made available to Buyer pursuant to Section 4.1 of this Agreement (such estoppel certificate conforming to the requirements set forth above in this Section 7.2.4, the “Conforming Tenant Estoppel”); provided, however, that Sellers shall have the right in their sole discretion to extend the Closing DateDate by a period not to exceed ten (10) days to obtain the Conforming Tenant Estoppel described in this Section 7.2.4, in either (A) so long as Sellers actively and diligently pursue such Conforming Tenant Estoppel during the form period of Estoppel attached as Exhibit D hereto or (B) any such extension of the form of Estoppel returned by the tenant whose Estoppel is being sought Closing Date pursuant to this Section 8.2(f)(i7.2.4. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied or waived by such party as of the Closing Date (or such earlier date as is provided herein), then such non-defaulting party may elect, in its sole discretion, either to: (i) provided such form of Estoppel is substantially comparable terminate this Agreement by delivering written notice to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one other party on or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in before the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. Closing Date; or (ii) close notwithstanding the non-satisfaction of such condition (in which case such party shall be deemed to have waived such non-satisfied condition, and there shall be no liability on the part of the other party hereto for any inaccuracies of representations and warranties of which the party electing to close had knowledge at the Closing). If either Buyer or Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed elects to terminate this Agreement pursuant to the Company and its lender (as defined in foregoing, the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior ▇▇▇▇▇▇▇ Money shall be returned to the Closing Date applicable party as provided in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to Section 3.1; provided, however, nothing contained in this Section 8.2(f)(ii) provided such form 7.2 shall affect the rights and remedies of Estoppel is substantially comparable Sellers under Section 10.1 and of Buyer under Section 10.2, in each case to the form of Estoppel attached as Exhibit E heretoextent applicable.

Estoppels. (i) Sellers shall have received from tenants (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a 109 landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

Estoppels. (ia) Sellers shall have received It will be a condition to Purchaser’s obligation to close that Purchaser obtain from tenants (which tenants shall include the tenants Major Tenants and other Tenants leasing space pursuant which when added to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing Major Tenants aggregates at least seventy-five percent (75%) 80% of the aggregate square footage leased of the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, (i) to the extent any Tenant Lease has a form estoppel attached, Purchaser will exercise commercially reasonable efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant with the issues addressed in the form attached to its Tenant Lease in a manner consistent with such Tenant Lease shall satisfy the requirement of this Section 7.2(a), (ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered to Purchaser, provided that the information included in such estoppel is not inconsistent with the Tenant Lease or the information included in the estoppel form completed for such Tenant pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed the below provisions of this Section 7.2(a) or such estoppel does not reveal any matters adverse to the Company Property or the landlord, and its lender (as defined iii) Purchaser shall not object to the deletion of any language which is italicized in Exhibit D-2 and/or the Estoppel attached as addition of any language which is double-bracketed and bolded in Exhibit D hereto)D-2. In addition, dated not more than sixty simultaneously herewith Seller has delivered to Purchaser copies of estoppel certificates executed by Tenants within the four (604) days months immediately prior to the Closing Effective Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver If a landlord Estoppel provided that (A) such form of landlord Estoppel is Tenant executes an estoppel certificate in the form of Estoppel its previously-executed estoppel, then, provided that the information included in such estoppel is updated through the date of the new estoppel and does not reveal any new matters adverse to the Property or the landlord, Purchaser shall not object to such estoppel. Within thirty (30) Business Days after the Effective Date, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit D heretoD-2 and containing the information contemplated thereby, for all Tenants. Within ten (10) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit D-2. Notwithstanding anything contained herein to the contrary, in no event shall Purchaser’s failure to obtain the required number of acceptable estoppel certificates in accordance with the provisions of this Section 7.2(a) constitute a default by Purchaser under this Agreement unless Purchaser elects to not close as the result of such failure and Purchaser did not exercise commercially reasonable efforts to obtain such estoppels; however, (Bi) commercially reasonable efforts shall require only that Purchaser provide the landlord Estoppels delivered by MPLP pursuant completed estoppels to the Tenants timely and contact Tenants periodically to facilitate the process, and (ii) in no event shall commercially reasonable efforts require Purchaser to approve an estoppel which does not satisfy the requirements in this Section 8.2(f)(i7.2 or require that Purchaser pay money or other consideration or agree to any amendments to any Tenant Leases. (b) It will be a condition to Purchaser’s obligation to close that Purchaser obtain (i) an estoppel in the form attached hereto as Exhibit M-1 executed by the owner of the Westin Hotel, and (ii) an estoppel in the form attached hereto as Exhibit M-2 executed by the owner of the Westin Hotel (collectively, the “Westin Estoppels”); provided, however, Purchaser shall not object to the deletion of any language which is italicized in Exhibit M-1 or Exhibit M-2 and/or the addition of any language which is double-bracketed and bolded in Exhibit M-1 or Exhibit M-2. In no event shall Purchaser’s failure to obtain the Westin Estoppels constitute a default by Purchaser under this Agreement unless Purchaser elects to not close as the result of such failure and Purchaser did not exercise commercially reasonable efforts to obtain such estoppels; however, (i) commercially reasonable efforts shall require only that Purchaser provide the estoppels to the owner of the Westin Hotel and to periodically contact such owner to facilitate the process, and (ii) in no event shall commercially reasonable efforts require Purchaser to accept an estoppel which indicates that Seller is in default or that is otherwise adverse to the Property or to the owner of the Property or require that Purchaser pay any money or other consideration or agree to any amendments to the easement. (c) Purchaser shall have the right to attempt to obtain an estoppel executed by the owner of the Phase II land; however, obtaining such estoppel shall not be given in respect of more than ten percent (10%) of a condition to Closing and the aggregate square footage leased pursuant failure to all Commercial Leases and (C) obtain such landlord Estoppels delivered by MPLP estoppel shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letterconstitute a default by Purchaser under this Agreement. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

Estoppels. i) In accordance with the further terms and conditions of this Section 6.3, Seller shall use its commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from all the tenants under the Leases. Notwithstanding the foregoing, Buyer’s obligation to purchase the Property shall be conditioned upon Seller delivering to Buyer at or prior to Closing a Tenant Estoppel from: (i) Sellers shall have received from all tenants (that are open and occupying more than 10,000 square feet of space, which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) as of the Seller Disclosure LetterEffective Date are Marshalls/Homegoods, ▇▇▇▇ Dress for Less, Old Navy, Best Buy, Burlington, Bealls, Ulta, Market by Macy’s, Cost Plus World Market, Nike, Havertys, Staples, Petsmart and LA Fitness (each a “Major Tenant”); and (ii) tenants under the Leases leasing at least seventythat are subject to Leases with an original term of more than twelve (12) months (“Non-five Major Tenants”) such that the Tenant Estoppels obtained are not less than eighty-seven percent (7587%) of the aggregate square footage leased open and occupied gross leasable area of the Property (inclusive of the Major Tenants). The Tenant Estoppels required to be delivered pursuant to all Commercial Leases, a certificate subparts (an "Estoppel"), addressed to the Company i) and its lender (as defined ii) in the Estoppel attached preceding sentence and that are a condition to Closing as Exhibit D hereto), dated more particularly set forth herein are defined collectively as the “Required Estoppels”. Buyer and Seller acknowledge and agree that any tenant that has declared bankruptcy with no assignment of such tenant’s Lease shall not more than sixty (60) days be a “Required Estoppel” and shall not count towards the gross leaseable area of the Property. If Seller is unable to deliver the Required Estoppels to Buyer on or prior to the Closing Date, in either then Buyer may terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Deposit to Buyer, and thereafter no party hereto shall have any further rights, claims or liabilities hereunder (Aexcept as set forth herein). ii) the The form of the Tenant Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is shall be substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel Exhibit "G" attached as hereto and made a part hereof; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit D hereto"G", then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such tenant's lease; and provided further, however, that under no circumstances shall Buyer be required to accept any tenant estoppel certificate delivered in connection with this Section 6.3 to the extent such estoppel certificate (a) contains any allegation of failure of Landlord to perform any material obligation under the applicable Lease, (Bb) indicates any default under the landlord applicable Lease, or (c) materially and adversely conflict with the Due Diligence Material or any of Seller’s representations under this Agreement. iii) Seller shall deliver to Buyer any written responses received from tenants to the request for a Tenant Estoppel, revised drafts of any Tenant Estoppels, and/or any signed Tenant Estoppel received by Seller promptly following Seller’s receipt thereof. Buyer shall, within two (2) business days after ▇▇▇▇▇'s receipt of any such Tenant Estoppel from Seller, respond to Seller in writing with any specific comments or concerns that Buyer has with respect to such Tenant Estoppels as a result of Buyer's review of such Tenant Estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Seller within such two (2) business day period, the Tenant Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) Seller shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered deemed accepted by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure LetterBuyer. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

Estoppels. (a) It will be a condition to Closing that Seller obtain and deliver to Purchaser, from the major tenants listed on Exhibit D-1 (“Major Tenants”) and other Tenants leasing space which when added to the Major Tenants aggregates at least 80% of the leased space at the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2; provided, however, (i) Sellers to the extent that the form as so completed requires information not required of a Tenant under the provisions of its Tenant Lease, Seller will exercise good faith efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant in the form prescribed by its Tenant Lease shall have received from tenants satisfy the requirement of this Section 7.2(a), and (which tenants shall include ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that the tenants leasing space information included in such estoppel is not inconsistent with the information included in the estoppel form completed for such Tenant pursuant to the Commercial Leases listed on Schedule 8.2(f)(ibelow provisions of this Section 7.2(a). Notwithstanding anything contained herein to the contrary, in no event shall Seller’s failure to obtain the required number of acceptable estoppel certificates in accordance with the provisions of this Section 7.2(a) constitute a default by Seller under this Agreement. (b) Seller, at its sole option, may elect to satisfy the requirements of Section 7.2(a) by delivering a representation certificate of Seller in the form attached hereto as Exhibit E (a “Seller Certificate”). If Seller subsequently obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof, from a Tenant for which Seller has delivered a Seller Certificate, the delivered Seller Certificate will be null and void, and Purchaser will accept such estoppel certificate in its place. The foregoing provision does not apply to any of the Seller Disclosure Letter) leasing at least seventy-five Major Tenants or to any other Tenants leasing, individually or in the aggregate, twenty percent (7520%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) leased rentable square feet of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure LetterImprovements. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

Estoppels. (i) Sellers Seller shall have received from tenants (which tenants shall include the tenants leasing space pursuant delivered to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days Buyer prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees thatTenant estoppels, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than executed within sixty (60) days of the Closing Date and in the form of Exhibit "E-3" without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel Exceptions (as defined below) ("Tenant Estoppels") from (i) each of the Tenants leasing more than 3500 square feet of net rentable area in the Property on or before the Effective Date, and (ii) Tenants leasing, in the aggregate, not less than eighty-five percent (85%) of total leased space in the Property (it being understood and agreed that Leases entered into after the Effective Date and approved or deemed approved by Buyer shall be deemed to have approved Tenant Estoppels); provided, however, that, with respect to one or more particular premises in the Property, Seller may, in lieu of delivering to Buyer a Tenant Estoppel to meet such condition, deliver a "Seller's Estoppel" with respect to such leased space, in the form of Exhibit "E-4" attached hereto, subject only to Permitted Estoppel Exceptions, in the event that Seller does not obtain such estoppel from a Tenant prior to the Closing Date; provided, further, however, that in the event that Seller obtains any such Tenant Estoppel after the Closing Date and delivers the same to Buyer, then Seller's Estoppel shall be of no further force and effect with respect to the Lease covered by such Tenant Estoppel delivered after the Closing Date, if and to the extent that the Tenant Estoppel is consistent with the previously delivered Seller's Estoppel. As used herein, "Permitted Estoppel Exceptions" means information (i) consistent with the Lease of the Tenant, or inconsistent with such Lease in either (A) the form of Estoppel attached as Exhibit E hereto an immaterial respect, or (Bii) made available to Buyer during the form Investigation Period in connection with Buyer's review of Estoppel returned by the lessor whose Estoppel is being sought materials pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto5 above.

Estoppels. a) In accordance with the further terms and conditions of this Section 6.3, Sellers shall use their commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Sellers shall deliver to Buyer at or prior to Closing a Tenant Estoppel from: (i) Sellers shall have received from all tenants that are open and occupying more than twenty thousand (20,000) square feet of space, which tenants as of the Effective Date are more particularly set forth on Schedule 6.3(a) attached hereto (each a “Major Tenant”) (provided, however, ▇▇-▇▇▇ Fabrics is expressly excluded from the Major Tenants and the estoppel requirements provided for herein, and while Tenant Estoppels shall include the tenants leasing space pursuant be requested from ▇▇-▇▇▇ ▇▇▇▇▇▇▇ with respect to the Commercial Polaris Property and the Fountains Property, receipt of any such Tenant Estoppel(s) from ▇▇-▇▇▇ ▇▇▇▇▇▇▇ shall not be required hereunder and shall not be a condition to Closing; and (ii) tenants under the Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventynot less than sixty-five percent (7565%) of the aggregate square footage leased remaining open and occupied gross leasable area of the Properties that are subject to Leases with an original term of more than twelve (12) months (“Non-Major Tenants”) (excluding from such remaining open and occupied gross leasable area any space occupied by the Major Tenants, as well as ▇▇-▇▇▇ ▇▇▇▇▇▇▇ at the Polaris Property and the Fountains Property). The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. b) The form of the Tenant Estoppel shall be substantially in the form of Exhibit "G" attached hereto and made a part hereof; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit "G", then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such tenant's lease; and provided further, however, that under no circumstances shall Buyer be required to accept any tenant estoppel certificate delivered in connection with this Section 6.3 to the extent the tenant discloses therein (i) any material default by a Seller under such tenant's Lease (subject to Schedule 5.9, including, without limitation, the exclusions provided for therein for any Kenwood HVAC Matters (as hereinafter defined) or roofing matters as may be disclosed in any Tenant Estoppels and ▇▇▇▇▇’s acceptance of any and all Commercial Leases, a certificate (an "Estoppel"Kenwood HVAC Matters and roofing matters as may be disclosed in any such Tenant Estoppels), addressed or (ii) additional information that is materially and adversely inconsistent than the terms of the Lease and not previously disclosed to Buyer pursuant to the Company Due Diligence Material, the Commitment, the Survey or the Reports or otherwise known to Buyer prior to the Effective Date. c) Buyer shall, within three (3) business days after ▇▇▇▇▇'s receipt of any executed Tenant Estoppels from Sellers, respond to Sellers in writing with any specific comments or concerns that Buyer has with respect to such Tenant Estoppels as a result of ▇▇▇▇▇'s review of such Tenant Estoppels and its lender the applicable Lease for such tenant. If Buyer fails to respond to Sellers within such three (3) business day period, the Tenant Estoppels delivered by Seller shall be deemed accepted by Buyer. d) Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant’s Lease shall satisfy the delivery requirement for such tenant under this Agreement so long as defined it is delivered to Buyer prior to the time required in Section 6.3(b). Additionally, in the event that any Seller has been unable to obtain a Tenant Estoppel attached from any Non-Major Tenants as Exhibit D hereto), dated not more than sixty (60) days prior to of the Closing Date, such Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants occupying up to an aggregate of 15,000 square feet for any respective Property, which Seller Estoppels shall state the economic terms of the applicable Lease, as well as state whether or not, to such Seller's actual knowledge, Seller has delivered to, or received from, any such tenants, a written notice of default, which default remains uncured as of the date of such Seller Estoppel; provided, however, Buyer shall have no obligation to accept Seller Estoppels with respect to the Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Tenant Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels. The statements made by any Seller in any Seller Estoppel shall be deemed to be representations and warranties of such Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement, and shall be subject to all of the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Floor (as hereinafter defined), the Cap (as hereinafter defined) and the Survival Period (as hereinafter defined). Notwithstanding anything contained herein to the contrary, in the event a Seller delivers a Seller Estoppel to Buyer and at any time thereafter (whether before or after Closing) either Seller or Buyer obtains a Tenant Estoppel that satisfies the requirements of Section 6.3(b) hereof that corresponds to a delivered Seller Estoppel (Aa “Corresponding Tenant Estoppel”), then such Corresponding Tenant Estoppel shall be substituted for the corresponding Seller Estoppel and, upon Buyer's receipt of such Corresponding Tenant Estoppel, the corresponding Seller Estoppel shall automatically become null and void and be of no further force or effect and such Seller shall have no liability therefor. e) In the event Sellers have been unable to obtain the Required Estoppels at or prior to Closing, Sellers shall have the right, upon written notice to Buyer, to extend the Closing Date by up to thirty (30) days in order to allow Sellers additional time to obtain all Required Estoppels; provided, however, in the event such extension is exercised as provided for herein, the parties shall then proceed to Closing within five (5) business days following receipt and delivery to Buyer of all such Required Estoppels. Sellers shall have no obligation to update any Tenant Estoppels described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Buyer has not received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended), Sellers shall not be deemed in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and Buyer shall have the right to (i) terminate this Agreement by delivery of written notice to Sellers, in which event the ▇▇▇▇▇▇▇ Deposit shall be returned to Buyer promptly and neither Sellers nor Buyer shall have any further rights or obligations hereunder, except for those obligations which are expressly stated in this Agreement to survive any termination of this Agreement, or (ii) waive such requirement and proceed to Closing. f) Additionally, Seller agrees to request Subordination, Non-Disturbance and Attornment Agreements (“SNDAs”) in a commercially reasonable form as may be provided by Buyer or Buyer’s lender, from such tenants under the Leases as may be requested by ▇▇▇▇▇’s lender; provided however, nothing contained in this Agreement shall obligate Seller to obtain, negotiate or otherwise complete any SNDAs on behalf of Buyer or Buyer’s lender, and delivery of any SNDAs shall not be a condition to Buyer’s obligation to close on the purchase of the Property pursuant to the terms of this Agreement. Buyer shall deliver the identity of its lender to Seller, together with the fully completed SNDA forms as to such tenants where ▇▇▇▇▇’s lender is requesting an SNDA, by no later than five (5) business days following the Effective Date; provided, however, that if no such SNDA forms are provided to Seller prior to such deadline, then Seller shall be under no obligation to request SNDAs hereunder. g) Subject to the terms contained herein, Sellers agree to request estoppel certificates (“REA Estoppels”) from all unaffiliated third parties under those certain reciprocal easement agreements, restriction documents, covenants agreements and the like affecting the Properties as more particularly set forth on Schedule 6.3(g) attached hereto (“REAs”). Promptly following the Effective Date, Buyer shall deliver to Sellers a completed, unexecuted commercially reasonable form of REA Estoppel for each such REA where Buyer wishes Sellers to send an REA Estoppel request (which form of REA Estoppel remains subject to Sellers’ reasonable review and approval), together with the current tax mailing address for any such unaffiliated third party under such REA from which such ▇▇▇ ▇▇▇▇▇▇▇▇ would be requested. Sellers agree to send such REA Estoppel request to any such unaffiliated third party within five (5) business days after Sellers have reviewed and approved the form of Estoppel attached as Exhibit D hereto or REA Estoppel, and Sellers shall request that such unaffiliated third party execute the same; provided, however, that: (Bi) nothing in this Agreement shall obligate Sellers to obtain any such REA Estoppels; (ii) in no event shall any Seller’s failure to obtain any such REA Estoppels be deemed a default under this Agreement; and (iii) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees that, in lieu delivery or non-delivery of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord REA Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) a condition to Buyer’s obligation to close on the purchase of the aggregate square footage leased Properties pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect the terms of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letterthis Agreement or otherwise give rise to any termination rights hereunder. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E hereto.

Estoppels. (i) Sellers Seller shall have received from tenants (which tenants shall include the tenants leasing space pursuant delivered to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit D hereto), dated not more than sixty (60) days Buyer prior to the Closing Date, in either (A) the form of Estoppel attached as Exhibit D hereto or (B) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges and agrees thatTenant estoppels, in lieu of any one or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of more than ten percent (10%) of the aggregate square footage leased pursuant to all Commercial Leases and (C) such landlord Estoppels delivered by MPLP shall not be delivered in respect of the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter. (ii) Sellers shall have received an Estoppel from each lessor under a Ground Lease, addressed to the Company and its lender (as defined in the Estoppel attached as Exhibit E hereto), dated not more than executed within sixty (60) days prior to of the Closing Date and in either (A) the form of Exhibit "G-1" (with respect to the Glendale Property Leases), and Exhibit "G-2" with respect to the Wilshire Property Leases, either directly to the benefit of Buyer or assigned by Seller to Buyer, and without any material exceptions noted thereon by the applicable Tenant except for Permitted Estoppel attached Exceptions (as Exhibit E hereto defined below) ("Tenant Estoppels") from (i) Tenants leasing, in the aggregate, as of the Effective Date, not less than seventy percent (70%) of the total leased space in each of the Glendale Property and the Wilshire Property, and (ii) Tenants leasing, in the aggregate, as of the Effective Date, more than 3500 square feet of net rentable area in each of the Glendale Property and the Wilshire Property (it being understood and agreed that Leases entered into after the Effective Date and approved or (B) deemed approved by Buyer shall be deemed to have approved Tenant Estoppels); provided, however, that, with respect to one or more particular premises in the Property, Seller may, in lieu of delivering to Buyer a Tenant Estoppel to meet such condition, deliver a "Seller's Estoppel" with respect to such leased space, in the form of Exhibit "G-3" attached hereto, subject only to Permitted Estoppel returned Exceptions; provided, further, however, that in the event that Seller thereafter delivers a Tenant Estoppel to Buyer with respect to the same Lease (either before or after the Closing Date), then Seller=s Estoppel shall be of no force and effect with respect to the Lease covered by such Tenant Estoppel, if and to the lessor whose extent that the Tenant Estoppel is being sought pursuant consistent with the previously delivered Seller's Estoppel. As used herein, "Permitted Estoppel Exceptions" means all of the following: (x) a Tenant's failure or refusal to this Section 8.2(f)(ii) provided provide the bracketed paragraphs on Exhibit "G-1" with respect to the Glendale Property (such form of Estoppel is substantially comparable that Seller shall deliver, to all Tenants at the Glendale Property, the form of Tenant Estoppel attached on Exhibit "G-1" including such paragraphs, but if one or more Tenants only deliver a Tenant Estoppel with such paragraphs omitted or stricken, such a Tenant Estoppel shall nevertheless be deemed to be a conforming Tenant Estoppel; provided, however, that if Paragraph 14 (as shown on Exhibit E heretoAG- 1@) is omitted or stricken, Seller shall be entitled to satisfy the estoppel requirement by delivering a Seller's Estoppel acknowledging that Buyer and its potential lenders may rely on the Tenant Estoppel); (y) a Wilshire Property Tenant's failure to include (after Seller's delivery to such Tenant the Tenant Estoppel in the form of Tenant Estoppel on Exhibit "G-2"), Paragraphs 10 or 11 of Exhibit "G-2" with respect to the Wilshire Property; and (z) a Tenant's disclosure of information (i) consistent with the Lease of the Tenant, or inconsistent with such Lease in an immaterial respect, or (ii) known to or made available to Buyer prior to expiration of the Investigation Period in connection with Buyer's review of materials pursuant to Section 5 above.

Estoppels. Sellers shall have obtained and delivered to Purchaser not later that three (3) Business Days prior to the Closing Date (i) Sellers shall have received from tenants (which tenants shall include the tenants leasing space pursuant to the Commercial Leases listed on Schedule 8.2(f)(i) of the Seller Disclosure Letter) leasing at least seventy-five percent (75%) of the aggregate square footage leased pursuant to all Commercial Leases, a certificate (an "Estoppel"), addressed to the Company and its lender Tenant Estoppel Certificates (as defined in Section 16.3) from the Estoppel attached as Exhibit D heretoAerospace Corporation (with respect to its space in the Greens I Property), dated The Boeing Company (with respect to its space in the Greens II Property) and Boeing Service Company (with respect to its space in the Greens II Property) (collectively, the "Material Leases"), and all other Tenants under the Leases (except for any Lease with Allied Riser Communications, Inc., Broadband Office, Inc., Yipes Communications, Inc. or Elevator News Network, Inc.), (ii) the Association Estoppel (as defined in Section 16.3), and (iii) the Ground Lessor Estoppel (as defined in Section 16.3); and (A) the information in the Tenant Estoppel Certificates shall not more materially vary from the information included in the Current Rent Rolls attached hereto as Exhibits C-1, C-2 and C-3, and the copies of the Leases delivered to Purchaser for its review as a part of the Seller Property Materials, or indicate defaults under the Lease to which such Tenant Estoppel Certificate relates, (B) the information in the Association Estoppel shall not materially vary from the representation and warranty made by Sellers in Section 5.12 or the Declaration, or indicate material defaults by any Seller or any component of the Property under the Declaration, and (C) the information in the Ground Lessor Estoppels shall not materially vary from the representation and warranty made by Sellers in Section 5.24, and the copies of the Ground Leases delivered to Purchaser for its review as a part of the Seller Property Materials, or indicate material defaults by any Seller or any component of the Property under the Ground Lease to which such Ground Lessor Estoppel relates. Notwithstanding the foregoing, Sellers shall be entitled to deliver to Purchaser, not later than sixty two (602) days Business Days prior to the Closing Date, a Seller's Estoppel in either (A) substantially the form of Exhibit J attached hereto as to each of those Tenants under Leases from whom Sellers have been unable to obtain a Tenant Estoppel attached as Exhibit D hereto or Certificate, the statements in which shall survive the Closing for a period of one (B1) the form of Estoppel returned by the tenant whose Estoppel is being sought pursuant to this Section 8.2(f)(i) provided such form of Estoppel is substantially comparable year without regard to the form of Estoppel attached as Exhibit D hereto. The Company hereby acknowledges limitation on survival set forth in Section 21.7 or in any certificate reaffirming Sellers' representations and agrees thatwarranties delivered by Sellers to Purchaser at Closing; provided, however, in lieu no event shall Sellers be entitled to deliver Seller Estoppels with respect to any of any one the Material Leases or more of such Estoppels, MPLP may deliver a landlord Estoppel provided that (A) such form of landlord Estoppel is with respect to Leases covering in the form of Estoppel attached as Exhibit D hereto, (B) the landlord Estoppels delivered by MPLP pursuant to this Section 8.2(f)(i) shall not be given in respect of aggregate more than ten twenty-five percent (1025%) of the aggregate square footage leased pursuant rentable floor area of the Improvements. Sellers shall have the right at any time (either before or after the Closing) to all Commercial Leases and (C) such landlord Estoppels substitute a Tenant Estoppel Certificate obtained from a Tenant with respect to any Lease for the corresponding Seller's Estoppel previously delivered by MPLP shall not be delivered Sellers to Purchaser with respect to such Lease, so long as the Tenant Estoppel Certificate obtained confirms in respect all material respects the provisions of the Commercial corresponding Seller's Estoppel and does not materially vary from the information included in the Current Rent Rolls attached hereto as Exhibits C-1, C-2 and C-3, and the copies of the Leases listed on Schedule 8.2(f)(i) delivered to Purchaser for its review as a part of the Seller Disclosure Letter. (ii) Property Materials, or indicate defaults under the Lease to which such Tenant Estoppel Certificate relates. The Sellers shall have received an be relieved of and released from all liability and obligations under each Seller's Estoppel from each lessor under with respect to which a Ground Lease, addressed to the Company and its lender (as defined Tenant Estoppel Certificate is delivered in the Estoppel attached as Exhibit E hereto), dated not more than sixty (60) days prior to the Closing Date in either (A) the form of Estoppel attached as Exhibit E hereto or (B) the form of Estoppel returned by the lessor whose Estoppel is being sought pursuant to this Section 8.2(f)(ii) provided such form of Estoppel is substantially comparable to the form of Estoppel attached as Exhibit E heretosubstitution thereof.