It shall be a condition to the Buyer’s obligation to close the sale and purchase of the Portfolio that, on or before the Closing Date, Sellers deliver Tenant Estoppels (which Tenant Estoppels shall be consistent with the representations and warranties of Sellers set forth in this Agreement with respect to the applicable Tenant Lease, except to the extent that the failure of which would not result in a Material Adverse Effect) to the Buyer from Tenants whose Leases comprise in the aggregate at least eighty percent (80%) of the Portfolio’s remaining base rental income over the lease term (excluding any renewal term(s) unless such renewal option has been effectively exercised by the Tenant) as of the Effective Date. No Tenant Estoppel shall be dated earlier than forty-five (45) days prior to the Closing Date and no such estoppel shall allege any material defaults by the Sellers or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between # the information specified in said Tenant Estoppel, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or # the Leases to which such Tenant Estoppel relate.

At least five (5) business days prior to the Closing, Seller shall obtain and deliver to Purchaser an original executed Tenant Estoppel Certificate from Tenant, which at a minimum shall # be dated within thirty (30) days prior to the Closing Date, # confirm the material terms of the applicable Lease, as contained in the copy of the Lease delivered to Purchaser hereunder, and # confirm the absence of any defaults by Seller and Tenant under the Lease as of the date thereof.