any REA Estoppels;

Seller shall have delivered to Buyer the Required Estoppels via email.

Buyer shall, within five (5) days after Buyer's receipt of any executed Tenant Estoppels 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 five (5) day period, the Tenant Estoppels delivered by Seller shall be deemed accepted by Buyer. In order to be treated as a delivered Tenant Estoppel that shall count toward the Estoppel Condition for purposes of this Section 6.4, the estoppel certificate delivered by a tenant shall be dated no earlier than the expiration of the Due Diligence Period.

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.

“Third-Party Estoppels” has the meaning set forth in Section 6.7 of this Agreement.

In the event Seller has obtained but is unable to deliver the Required Estoppels or the Ground Lessor Certificate to Buyer on the date that is least three (3) business days prior to Closing, then Buyer shall have the option to extend Closing for each day of delay but in no event more than ten (10) days. In the event Seller has been unable to obtain the Required Estoppels or the Ground Lessor Certificate as of the Closing Date, then # with respect to all Required Estoppels, Buyer or Seller shall have the right to extend the Closing Date by up to ten (10) days by delivery of written notice to the other to allow additional time to obtain the Required Estoppels, and # with respect to the Ground Lessor Certificate, Buyer or Seller shall have the right to extend the Closing Date by up to thirty (30) days by delivery of written notice to the other in order to allow Seller additional time to obtain the Ground Lessor Certificate. Seller shall have no obligation to update any Tenant Estoppels described in this Section 6.3 or the Ground Lessor Certificate at or prior to Closing, including without limitation in connection with any extension of the Closing Date pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, if Buyer has not received the Required Estoppels or the

In the event that Purchaser’s proposed lender with respect to any Housing Community (“Purchaser’s Lender”) requires Purchaser to deliver # estoppels to any parties to any declaration, reciprocal easement agreement, Lease (other than a residential lease) or Service Contract (“Estoppels”) and/or # subordination, nondisturbance and attornment agreements (“SNDAs”) in connection with Purchaser’s financing of the Property (or any portion thereof) or otherwise requests Purchaser to attempt to obtain same, Seller shall, at Purchaser’s cost and expense, deliver to the applicable third party each such requested Estoppel and/or SNDA (as applicable) prepared by Purchaser or Purchaser’s Lender and shall endeavor to obtain the return of an executed Estoppel and/or an SNDA (as applicable) in substantially the same form. In no event shall Purchaser’s receipt of any such requested Estoppels or SNDAs be a condition to Closing. In no event shall Seller be required to deliver requests for such Estoppels and/or SNDAs (as applicable) for any residential Leases.

no Loan Party shall be required to obtain any landlord, mortgagee or bailee waivers, estoppels, collateral access agreements or similar third party agreements;

an estoppel, in form and substance acceptable to Parent, duly executed by each landlord under a Real Property Lease for property in the U.S. (and the Company will use its commercially reasonable efforts to obtain a such an estoppel executed by each landlord under Real Property Leases for property outside the U.S., it being understand that the delivery of such foreign estoppels shall not be a required delivery at Closing);

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, which default remains uncured as of the date of such Seller Estoppel; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted 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 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 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.