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.

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.

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.

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.

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

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.

Seller shall use commercially reasonable efforts to obtain estoppel certificates from each tenant of the Property substantially in the form attached hereto as [Exhibit F] or, if a tenant’s lease requires a different form, in the form required by the tenant’s lease, or as otherwise provided in this paragraph below (each, an “Estoppel Certificate”). Buyer shall have the right to review and reasonably approve the forms of Estoppel Certificates before delivery to each applicable tenant, provided that Buyer shall respond to any request for approval within three (3) days after the receipt of the applicable estoppel. It shall be a condition to Buyer’s obligation to close the sale and purchase of the Property that on or before the Closing Date, Buyer is able to obtain ​. If this condition is not satisfied, then Buyer shall have the right to terminate this Agreement in which case the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in [Sections 6.1, 9.3, 9.5 and 9.9]9]9]. All estoppel certificates shall be dated no more than forty-five (45) days prior to the Closing Date. An estoppel certificate, even though not in the required estoppel form, will be deemed reasonably acceptable to Buyer if it does not conflict in any material respect with this Agreement or the applicable Lease and # contains the following information: confirming rent, security deposit, and termination date; that no rent has been paid more than one (1) month in advance; that the Lease is in full force and effect and that the tenant has no knowledge of any landlord default, # is on the form required by the Lease, or # is on the standard form of a tenant which customarily issues its own form and contains the information in subclause # above.

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.

Any Tenant Estoppel that is deemed delivered in accordance with the terms of the applicable tenant's Lease shall satisfy the delivery requirement for such tenant under this Agreement. Notwithstanding anything herein contained to the contrary, in the event Seller has not obtained the Conforming Estoppel(s) from any Non-Major Tenant(s) after making commercially reasonable efforts to obtain same, such Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants, which Seller Estoppels shall be substantially in the form of Exhibit “G-2”; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted with respect to