Seller shall use reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, the Tenant Estoppel Certificates signed by each tenant occupying space in the Improvements; provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in [Section 4.6(d)] hereof; and in no event shall the inability or failure of Seller to obtain and deliver said Tenant Estoppels (Seller having used reasonable efforts as set forth above) be a default of Seller hereunder. Seller shall provide to Purchaser copies of the Tenant Estoppel Certificates for review and comments prior the Tenant Estoppel Certificates being sent to the tenants under the Leases.

Prior to the closing, Seller will deliver to Buyer estoppel certificates signed no earlier than the effective date, by each tenant that leases space in the Property. The estoppel certificates may be in the form attached to the applicable lease or a form reasonably acceptable to Buyer. If despite Seller's diligent efforts to obtain the tenant estoppels, Seller is unable to obtain all of the requested estoppels, then in lieu of the tenant estoppels, Seller may provide a Seller estoppel, which Seller estoppel shall be null and void upon receipt of the applicable tenant estoppel.

Tenant Estoppel Certificate. Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser prior to Closing an original written Tenant Estoppel Certificate signed by Tenant as provided for in Section 6.1(e).

In accordance with the further terms and conditions of this Section 6.4, Seller shall use its commercially reasonable efforts to provide tenant estoppel certificates (the “Tenant Estoppels”) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Seller shall deliver to Buyer at or prior to Closing a Tenant Estoppel from: # all tenants that are open and occupying more than 20,000 square feet of space, which as of the Effective Date are listed on [Schedule 6.4(a)] attached hereto (each a “Major Tenant”); and # tenants under the Leases leasing not less than 50% of the remaining open and occupied gross leasable area of the Properties (on an aggregate basis) that are subject to Leases having a remaining term of more than twelve (12) months. The Tenant Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing (the “Estoppel Condition”) as more particularly set forth herein are defined collectively as the “Required Estoppels”. For the avoidance of doubt, the parties under the Temporary Occupancy and Ancillary Agreements referenced on Exhibit C-22] shall not be considered tenants from which “Required Estoppels” are required under this Section 6.4(a).

Tenant estoppel certificates (“Tenant Estoppel Certificates”) executed by each tenant under the Leases, shall have been delivered to Purchaser at least three (3) business days prior to the Closing Date (the “Tenant Estoppel Delivery Date”), with such estoppel certificates # to be substantially in the form attached hereto as Exhibit F and made a part hereof, # to be dated within thirty (30) days prior to the Closing Date, # consistent with the terms of the Leases as contained in the copies of the Leases delivered by Seller to Purchaser, and # disclosing no defaults, disputes or controversies under the Leases as of the date thereof; provided, however, that if Seller has not delivered the Tenant Estoppel Certificates by the Closing Date, Seller or Purchaser shall each have the right, to extend the Closing Date to obtain the required Tenant Estoppel Certificates until the earlier to occur of # five (5) business days after the Tenant Estoppel Certificates have been delivered to Purchaser or # thirty (30) days after the originally scheduled Closing Date, by delivering written notice of such extension to the other party on or prior to the Tenant Estoppel Delivery Date. The delivery of said Tenant Estoppel shall be a condition of Closing, but the failure or inability of Seller to obtain and deliver said Tenant Estoppel, Seller having used reasonable efforts to obtain the same, shall not constitute a default by Seller under this Agreement.

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. Additionally, in the event that Seller has been unable to obtain a Tenant Estoppel from any Non-Major Tenants as of the Closing Date, Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants, which Seller

Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the applicable form attached hereto as [Exhibit A] or, with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (a “Tenant Estoppel”), and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel following such Seller’s receipt of such Tenant Estoppel.

Tenant Estoppel Certificate. Seller shall use commercially reasonable efforts to obtain a Tenant Estoppel Certificate (as defined below) from Apple, Inc. (“Apple”) for each of its two (2) Leases for the Property, and it shall be a condition precedent to Purchaser’s obligation to consummate the Closing that Purchaser shall have received by not later than three (3) business days prior to the Closing (the “Tenant Estoppel Delivery Deadline”), a tenant estoppel certificate (“Tenant Estoppel Certificate”) executed by Apple for each of its two (2) Leases only (and for no other tenants) (such condition precedent, the “Tenant Estoppel Condition”), # confirming no material defaults by such tenant or landlord, under the applicable Lease, and # not disclosing any material inconsistency with the terms of the applicable Lease based on the information previously provided to Purchaser by Seller (an “Estoppel Defect”), and substantially in the form attached hereto as Exhibit C-1 or such form Apple is permitted to provide under the applicable Lease. Prior to delivering each Tenant Estoppel Certificate to Apple for execution, Seller will prepare and deliver a draft of the same to Purchaser for Purchaser’s reasonable approval as to factual matters contained therein. Purchaser’s failure to affirmatively approve or disapprove any form or executed Tenant Estoppel Certificate within three (3) business days after Purchaser’s receipt of the same shall constitute Purchaser’s unconditional approval of the form of Tenant Estoppel Certificates in question. Additionally, if Purchaser assigns its rights under this Agreement pursuant to [Section 11.1] below after delivery of any Tenant Estoppel Certificates, the failure of such estoppel certificates to identify Purchaser’s assignee or acknowledge Purchaser’s assignee as a party entitled to rely on such Tenant Estoppel Certificates shall not be deemed an Estoppel Defect, and Seller shall have no obligation to request an updated Tenant Estoppel Certificate identifying or acknowledging Purchaser’s assignee; provided however, Seller may, at its election (but in no event shall Seller be obligated to), cure such Estoppel Defect if such Estoppel Defect can be remedied by performance of work or the payment of money, by performing such work (or causing such work to be performed) or making such payment on or prior to the Closing Date, or by granting Purchaser a credit against the Purchase Price in an amount reasonably necessary, as may be agreed by the parties, to cure such Estoppel Defect. If the Tenant Estoppel Condition is not satisfied by the Tenant Estoppel Delivery Deadline, # Purchaser may extend the Closing Date for up to ten (10) days to allow time for Seller to obtain the Tenant Estoppel Certificates by delivering to Seller written notice thereof on or before the Closing Date, and # subject to Seller’s Closing Date extension rights set forth herein, if the Tenant Estoppel Condition is not satisfied by the Closing Date, Purchaser shall have the right to terminate this Agreement and receive a refund of the Earnest Money; provided, however, notwithstanding any provision to the contrary in this Agreement, and for the avoidance of doubt, Purchaser may not disapprove the required Tenant Estoppel Certificate under this [Section 5.1(b)] as a condition to Purchaser’s obligation to consummate the Closing if the relevant Tenant qualifies any statement(s) in its Tenant Estoppel Certificate to Tenant’s knowledge; and further provided that Purchaser may only disapprove such required Tenant Estoppel Certificate otherwise substantially in the form required under this Section if such Tenant Estoppel Certificate discloses an Estoppel Defect based on the information previously provided to Purchaser by Seller not known to Purchaser prior to the expiration of the Due Diligence Period. If Seller believes it will be unable to satisfy the Tenant Estoppel Condition, Seller shall have the right to extend the Closing Date on one or more occasions but not more than forty-five (45) days in the aggregate to provide Seller additional time to satisfy the Tenant Estoppel Condition. If notwithstanding any exercised extension of the Closing Date pursuant to the foregoing provisions of this [Section 5.1(b)] Seller is unable to satisfy the Tenant Estoppel Condition, Seller shall deliver to Purchaser written notice thereof, and Purchaser shall have the right to either # waive the Tenant Estoppel Condition and proceed to close this transaction upon the terms and conditions of this Agreement, or # terminate this Agreement in which event the Earnest Money (less the Independent Contract Consideration) shall be immediately returned to Purchaser and the parties shall have no further obligations under this Agreement except for those which expressly survive termination of this Agreement. For the avoidance of doubt, Seller’s failure to deliver, and Purchaser’s failure to receive, any Tenant Estoppel Certificates (or to satisfy the Tenant Estoppel Condition hereunder) shall not be deemed a default by Seller under this Agreement and Seller has not covenanted that it will be able to deliver such Tenant Estoppel Certificates.

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. Additionally, in the event that Seller has been unable to obtain a Tenant Estoppel as of the Closing Date, Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing, which Seller Estoppels shall state the economic terms of the applicable Lease, as well as state whether or not, to Seller's actual knowledge, Seller has delivered to, or received from, any such tenants, a written notice of default. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Tenant Estoppel not yet received and shall count toward the Estoppel Condition with respect to the Required Estoppels; provided, however, Seller shall not be permitted to deliver any Seller Estoppels # in place of a Major Tenant, or # for more than twenty percent (20%) of the open and occupied gross leasable area of the Properties (in the aggregate) that are subject to Leases having a remaining term of more than twelve (12) months. The statements made by Seller in any Seller Estoppel shall be deemed to be representations and warranties of Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement, but in all events limited to the actual knowledge of Seller, 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) Seller or Buyer obtains a Tenant Estoppel which corresponds to a delivered Seller Estoppel (a “Corresponding Tenant Estoppel”), then such Corresponding Tenant Estoppel shall be substituted for the corresponding Seller Estoppel and, upon Buyer's receipt of such Corresponding Tenant Estoppel, the corresponding Seller Estoppel shall automatically become null and void and be of no further force or effect and Seller shall have no liability therefor.

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.