Common use of Existing Leases Clause in Contracts

Existing Leases. (1) Exhibit "E" sets forth a true, correct and complete list of the Existing Leases for the related Premises and the information with respect to the Existing Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, (2) no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereof.

Existing Leases. To Seller’s knowledge, (1) Exhibit "E" sets forth a true, correct and complete the list of the Existing Leases for the related Premises and the information with respect to the Existing Leases set forth in Exhibit "“E" ” hereto is true, true and correct and complete in all material respects, and except for the Seller’s Existing Leases there are no occupancy or other contracts for the possession of all or any part of the Seller’s Premises, (2) no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid installments of leasing or brokerage commissions or that are payable after Closing with respect to the current term of such Existing Leases entered into prior to the date hereof, (3) except as expressly set forth in such Existing Leases, there are no unpaid landlord obligations for tenant improvements that are payable after Closing in connection with the current term of occupancy such Existing Leases entered into prior to the date hereof, (4) Seller has not given to any tenant nor received from any tenant any written notice of tenants default that remains uncured under any of the Seller’s Existing Leases, except as may be set forth on Exhibit “E-1” and (5) no rental or monetary concessions have been granted to tenants not contained in such Existing Leases. Seller represents that (A) at the time of Closing, Seller shall have accepted no prepayment of rent under any of the Seller’s Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the such Existing Leases or as set forth on Exhibit "E"“E-1” attached hereto), (6B) as at the time of Closing, Seller shall not have terminated any of such Existing Leases subsequent to the expiration of the Closing Date no Existing Lease shall be terminated Inspection Period by agreement with the tenant (except as permitted by the terms of any such Existing Lease or by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's ’s intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9C) to Seller’s knowledge, the copies of the Seller’s Existing Leases previously delivered or made available to Buyer by or on behalf of Seller are true, correct and complete copies thereofin all material respects (including all material amendments thereto). Except as set forth on Exhibit “E-2”, none of the Properties is subject to any affordable housing requirement, restriction, covenant or agreement.

Existing Leases. All leases relating to or affecting the Premises are set forth on Exhibit “E” hereto, (the “Existing Leases”). (1) Exhibit "E" sets forth a true, correct and complete list of the Existing Leases for the related Premises and the The information with respect to the Existing Leases set forth in on Exhibit "“E" hereto ” is true, correct and complete in all material respects, ; (2) at the time of Closing, Seller shall have accepted no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any prepayment of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except (i) with respect to the All Risks, Ltd. lease where the July 2004 rental payment has already been paid, and which will be credited to Purchaser in accordance with Section 7(a)(ii) and (ii) for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in Leases), (3) at the time of Closing, Seller shall not have terminated any of the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given thereunder), and (4) Seller has delivered to indicate Buyer true and complete copies of those Existing Leases entered into during the landlord's intention not to permit the term period of Seller’s ownership of the lease Premises. Except as otherwise set forth in Exhibit “E”, to continue or be renewed for an additional term)Seller’s knowledge, (7i) each of the Existing Leases is in full force and effect on the terms set forth therein; (ii) no tenant has notified Seller asserted in writing or, to Seller’s knowledge, has any defense to, offsets or claims against rent payable by it or the performance of its intent other obligations under its Existing Lease; (iii) Seller has no outstanding obligation to terminate provide any tenant with an allowance to construct or to construct at its lease prior own expense, any tenant improvements; (iv) all tenant finish and brokerage commissions due with respect to expiration each of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by paid; (v) except as set forth in the related SellerExisting Leases, no tenant is entitled to any rent concession; (vi) no rents have been prepaid for more than one month in advance; and (9vii) the copies of the Existing Leases Seller has delivered to Buyer are true, correct true and complete copies thereofof those Existing Leases not entered into during the period of Seller’s ownership of the Premises.

Existing Leases. (1) Exhibit "E" sets forth a true, correct Possession of each Seller’s Respective Premises and complete list Respective Personal Property is to be given by such Seller to Buyer at the completion of the Existing Leases for Applicable Closing by delivery of the related Premises Deed and Xxxx of Sale relating thereto, the information with respect General Assignment and Assumption Agreement and, as applicable, the Ground Lease Assignment (as defined in Section 14(a)(x)). At the Applicable Closing, pursuant to the General Assignment and Assumption Agreement, each Seller shall assign to Buyer the Existing Leases set forth in Exhibit "E" hereto is trueLeases. During the period from the date hereof through Closing (or earlier termination of this Agreement or default by Buyer hereunder), correct and complete in all material respectsnone of the Sellers shall enter into new leases for portions of the Premises now vacant or for portions of the Premises which may become vacant, (2) no tenants are entitled to or enter into any rebates, rent concessions or free rent except as may be expressly set forth in the amendments of any Existing Leases or on Exhibit "E"consent to any renewals, (3) no rents due under any extensions or expansions of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, (other than in connection with any mortgage encumbering those to which the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance is entitled pursuant to the terms and provisions of the Existing Leases Leases) without first submitting (i) all relevant supporting documentation, as reasonably determined by Buyer and except for prepayments set forth either in (ii) a term sheet containing the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term proposed material terms of the lease or lease amendment (including any renewal, extension or expansion as to continue or be renewed which the lessor’s consent is required) to Buyer for an additional term), (7) no tenant has notified Seller Buyer’s approval. If Buyer does not disapprove in writing such proposed lease or amendment (or renewal, extension or expansion agreement) as described in the term sheet within five (5) business days of its intent Buyer’s receipt of such term sheet, Buyer shall be deemed to terminate its have approved the proposed lease or amendment (or renewal, extension or expansion agreement). Notwithstanding anything to the contrary, Buyer shall have the right to approve the final form of any such document and provide comments prior to expiration of execution thereof. With respect to each Property, all such new leases and modifications approved or deemed approved by Buyer (and renewals, extensions or expansions approved or deemed approved by Buyer or as to which the term of lessor’s consent is not required) and the presently existing leases that are listed on Exhibit “H” hereto with respect to such lease, (8) no written notice of any default under Property are collectively herein called the “Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofLeases”.

Existing Leases. (1) Exhibit "E" sets forth a true, correct Landlord and complete list of Tenant hereby acknowledge and agree that the Existing Leases for are still in full force and effect and that Tenant's right to possess, use and occupy those portions of the related Premises described in the Existing Leases shall be subject to the Existing Leases and shall not commence unless and until the information Existing Leases expire or are terminated. Notwithstanding the foregoing, however, Tenant's obligation to pay or cause to be paid the Rent shall commence on the Commencement Date, and Landlord, pursuant to that certain Assignment of Rents to Tenant, has assigned to Tenant the right to receive all rents and other amounts from the Existing Leases . Tenant shall have the right to direct Landlord regarding negotiations with Existing Tenants concerning the Existing Leases and to direct Landlord to terminate the Existing Leases on terms and conditions acceptable to Tenant without Landlord's consent. So long as an Event of Default has not occurred under this Lease, Landlord shall immediately deliver to Tenant any and all amounts that Landlord may hereafter receive from Existing Tenants with respect to the Existing Leases. Landlord shall have no right to modify, amend or terminate the Existing Leases set forth in Exhibit "E" hereto is truewithout the prior written consent of Tenant. Prior to the expiration or termination of the Existing Leases, correct Landlord will perform all of the duties and complete in all material respectsobligations of the Landlord under the Existing Leases; provided, (2) however, that Tenant shall have no tenants are entitled right to modify or amend the Existing Leases so as to increase the maintenance, repair or other duties and obligations of the Landlord under the Existing Leases without the prior written consent of Landlord. Tenant shall indemnify Landlord for any damages and liabilities that Landlord may suffer or incur as a result of Landlord being made a party to any rebates, rent concessions or free rent litigation that may hereafter arise between Tenant and Existing Tenants concerning the Existing Leases except as may be expressly set forth in to the extent that such litigation concerns the failure of Landlord to perform any of the duties and obligations of the landlord under the Existing Leases or on Exhibit "E", (3) no rents due under any the negligence or misconduct of Landlord. After the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term termination of occupancy of tenants under the Existing Leases, (5) no rent under Tenant, at Tenant's option, shall have the right to, among other things, occupy all or any portion of the Existing Leases has been prepaid (except Premises for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions Tenant's own use or sublease all or any portion of the Existing Leases and except for prepayments Premises to a third party (subject to limitations therein set forth either in this Lease or in the Existing Leases or as set forth on Exhibit "E"First Mortgage); provided, (6) as however, that Tenant shall remain liable for payment of the Closing Date no Existing Lease shall be terminated by agreement with Rent during the tenant (except by reason Term of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofthis Lease.

Existing Leases. (1) Exhibit "E" sets forth a Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into any written contract or agreement with respect to the use or occupancy of the Property that will be binding on the Purchaser after the Closing. The copies of the Leases and all tenant correspondence files heretofore delivered by the Seller to the Purchaser are true, correct and complete list copies thereof, and such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder. Except as otherwise set forth in the Rent Roll : (i) to the Seller’s actual knowledge each of the Existing Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder by Seller; (iii) to the Seller’s actual knowledge each of its tenants is required to pay all sums and perform all material obligations set forth therein without any concessions, abatements, offsets, defenses or other basis for relief or adjustment except as disclosed in the Property Documents; (iv) to the Seller’s actual knowledge, none of its tenants has asserted or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease except as disclosed in the Property Documents; (v) except as disclosed in the Property Documents, the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) except as disclosed in the Property Documents, none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) except as disclosed in the Property Documents, to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge except as disclosed in the Property Documents, none of its tenants under a Lease has in the past 12 months requested in writing a modification of its Lease, or a written release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released by Seller of its obligations thereunder prior to the normal expiration of the term thereof; (ix) except as set forth in the Property Documents, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related Premises thereto; and (x) except as disclosed in the information Property Documents, all brokerage commissions currently due and payable with respect to the Existing each of its Leases have; been paid. The information set forth in Exhibit "E" hereto the Rent Roll is true, correct and complete in all material respects, (2) no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereof.

Existing Leases. To Seller's knowledge, (1) Exhibit "E" sets forth a true, correct and complete the list of the Existing Leases for the related Premises and the information with respect to the Existing Leases set forth in Exhibit "EC" hereto is true, true and correct and complete in all material respects, (2) the Existing Leases are in full force and effect and non of them has been modified, amended or extended, (3) there are no tenants are entitled to any rebates, rent concessions security deposits or free rent except as may be expressly other deposits other than those set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in questionRent Roll, (4) there are no unpaid installments of leasing or brokerage commissions or that are payable after Closing with respect to the current term of Existing Leases entered into prior to the date hereof, (5) except as expressly set forth in the Existing Leases, there are no unpaid landlord obligations for tenant improvements that are payable after Closing in connection with the current term of occupancy Existing Leases entered into prior to the date hereof, (6) Seller has not given to any tenant nor received from any tenant any written notice of tenants default that remains uncured under any of the Existing Leases, (57) no rental or monetary concessions have been granted to tenants not contained in the Existing Leases, (8) no tenant, or any other person, entity or association has an option to purchase, right of first refusal, right or first offer or other similar right in respect of all or any unit of the Premises, (9) no action or proceeding instituted against Company by any tenant of any unit in the Premises is presently pending, and (10) no uncompleted work (outside the ordinary course of the operation of the Premises) with respect to any part of the Premises demised under any of the Existing Leases to be performed by Seller will remain incomplete after the time of Closing. Seller represents that (A) at the time of Closing, Seller shall have accepted no prepayment of rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in Leases), (B) at the time of Closing, Seller shall not have terminated any of the Existing Leases or as set forth on Exhibit "E"), (6) as subsequent to the expiration of the Closing Date no Existing Lease shall be terminated Inspection Period by agreement with the tenant (except as permitted by the terms of any such Existing Lease or by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9C) to Seller's knowledge, the copies of the Existing Leases previously delivered or made available to Buyer by or on behalf of Seller are true, correct and complete copies thereofin all material respects (including all material amendments thereto).

Existing Leases. (1) With respect to those Leases listed on Exhibit "EF" sets forth attached hereto and made a truepart hereof (the "Existing Xxxxxx Leases"), correct as assigned by Essex Insurance Company (an affiliate of Tenant) to Landlord, (a) Tenant acknowledges and complete list accepts the existence of such Existing Xxxxxx Leases, and acknowledges and agrees that neither the Existing Xxxxxx Leases nor any rights of the Existing Leases for the related Premises tenants thereunder shall alter, diminish, reduce or modify any obligations of Tenant hereunder, including, but not limited to, obligations to pay Rent and the information with respect Additional Rent hereunder, notwithstanding that parties other than Tenant have occupancy rights under and pursuant to the Existing Xxxxxx Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, the space demised thereby; (2b) no tenants are entitled Tenant requests that Landlord permit Tenant to any rebates, receive and retain the rights to receive the rent concessions or free rent except as may be expressly set forth in and other performance by the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby; (5c) no Landlord agrees that Tenant shall be entitled to receive and retain the rights to receive the rent and other performance by the tenants under any of the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases has been prepaid constituted subleases permitted hereby; (except for rental for the current month d) Landlord agrees that Tenant shall be entitled to negotiate with, take actions with respect to, and payments that are required to be made in advance pursuant to the terms and provisions of otherwise deal with such tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby, and, in connection therewith Landlord agrees that Landlord shall enter into any modification or amendment of such Existing Xxxxxx Leases as Tenant may direct Landlord in writing, subject to Landlord's review and except for prepayments approval thereof, which shall not be unreasonably withheld, delayed or conditioned, (e) Tenant shall have no right to modify or amend any covenant set forth either in any Existing Xxxxxx Lease which would increase or impose any new (or extended) obligations on Landlord or on the Existing Leases successor in title to any landlord or as set forth on Exhibit "E")lessor thereunder, (6) as of after the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term Term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Sellerthis Lease, and (9f) Landlord hereby relinquishes any rights to which Tenant is entitled under this Paragraph 10.04 during the copies Term or extended Term of the Existing Leases delivered to Buyer are true, correct and complete copies thereofthis Lease.

Existing Leases. (1) 10.1.1 Attached to this Agreement as Exhibit "E" sets forth D is a true, correct and complete list of all leases, tenancies, and other occupancies, whether written or oral, affecting all or any portion of the Existing Leases for Real Property (the related Premises and the information with respect to the Existing Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, “Leases”). Within two (2) no tenants are entitled business days after the Effective Date, Sellers shall deliver to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are Purchaser true, correct and complete copies of all the Leases. Subsequent to the Effective Date, Sellers shall not accept payment of any rent under any Lease for more than one (1) month in advance, and during the Investigation Period, Sellers shall not modify any existing Lease, terminate any existing Lease, or enter into any new lease or agreement affecting all or any portion of the Real Property, without the prior written consent of Purchaser, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing or anything herein to the contrary, prior to Closing (the following are collectively referred to herein as the “Lease Amendments”), (i) Crescent 1200 shall enter into a lease amendment with Affiliated Computer Services, Inc. (“ACS”) in the form attached hereto as Exhibit H-1 (the “ACS 1200 Lease Amendment”), (ii) Crescent 1300 shall enter into a lease amendment with ACS in the form attached hereto as Exhibit H-2 (the “ACS 1300 Lease Amendment”), (iii) Crescent 1100 shall enter into a lease amendment with INDA, Association of the Nonwoven Fabrics Industry (“INDA”) in the form attached hereto as Exhibit H-3 (the “INDA Lease Amendment”), (iv) Crescent 1200 shall enter into an amendment to lease termination agreement with INDA in the form attached hereto as Exhibit H-4 (the “INDA Lease Termination Amendment”), and (v) Crescent 1100 shall enter into a lease amendment with Capital Associates Management, LLC (“Capital Associates”) in the form attached hereto as Exhibit H-5 (the “Capital Associates Lease Amendment”). Sellers shall use commercially reasonable efforts to deliver to Purchaser, prior to the expiration of the Investigation Period, fully-executed Lease Amendments from each of the Tenants listed in clauses (i) through (v) above, provided that Sellers shall not be in default under this Agreement for failure to so deliver such Lease Amendments prior to the expiration of the Investigation Period. Sellers shall deliver the Lease Amendments to Purchaser (with a copy to Purchaser’s counsel) at the notice addresses provided in Section 24 hereof promptly after Sellers’ receipt of the same. It shall be a condition to Closing (for Purchaser’s benefit), that Purchaser shall have received, at least five (5) days prior to the scheduled Closing Date, fully-executed Lease Amendments in the forms attached hereto as Exhibits H-1 through H-5 without any iterations or changes. To the extent a Tenant makes any iterations or changes to a Lease Amendment, Purchaser shall have five (5) days following its receipt thereof within which time to either approve or disapprove of the same, in Purchaser’s sole and absolute discretion. If Purchaser fails to timely provide Sellers with such notice as is required in the foregoing sentence, then Purchaser shall be deemed to have approved such Lease Amendment as modified by the Tenant. If Purchaser provides Sellers timely notice of its disapproval of a Lease Amendment, Sellers shall have a five (5) day period after receipt of such notice within which time Sellers shall use commercially reasonable efforts to obtain a Lease Amendment that is acceptable to Purchaser, in Purchaser’s sole and absolute discretion. If Sellers are unable to obtain and deliver a Lease Amendment acceptable to Purchaser in Purchaser’s sole and absolute discretion within such five (5) day period, then Purchaser shall have the right to either waive its objection and accept such Lease Amendment and proceed to Closing, or terminate this Agreement by written notice to Sellers, in which event the Deposit (and all interest accrued thereon) shall be returned to Purchaser and the parties shall have no further rights or obligations hereunder except as provided in Section 11 hereof. After the expiration of the Investigation Period, Sellers shall not modify any existing Lease, terminate any existing Lease, or enter into any new lease or agreement affecting all or any portion of the Real Property, without the prior written consent of Purchaser, which consent may be given or withheld in Purchaser’s sole and absolute discretion. In the event Purchaser has not delivered written notice of its objection to any new lease or agreement or modification thereof within three (3) business days after receipt of notice from Sellers, then Purchaser shall be deemed to have consented to such new lease or agreement or modification thereof.

Existing Leases. During the period from the expiration of the Inspection Period through Closing (1or earlier termination of this Agreement or default by Buyer hereunder), Seller shall not enter into new leases for portions of the Premises now vacant or for portions of the Premises which may become vacant, or enter into any amendments of any Existing Leases or consent to any renewals, extensions or expansions of Existing Leases or agree to any rental concessions (other than (i) Exhibit "E" sets forth a true, correct and complete list those to which the tenant is entitled pursuant to the terms of the Existing Leases Leases, (ii) those for which the rent is greater than the rent shown on the Rent Roll (as hereinafter defined) for the related Premises applicable unit, (iii) the following rental concessions: 10% discounts for law enforcement officers, 5% discount for teachers, 5% discount for hospital personnel, and 3% discount for senior citizens (such discounts are taken off market rent, on one year leases only and cannot be combined with any other discount or concession), so long as not more than twenty (20) new leases subject to such concessions are executed after the expiration of the Inspection Period, and (iv) those rental concessions which are paid by Seller prior to the Closing Date, and in all events using forms substantially the same as those used for the Existing Leases) without first submitting such a copy of such proposed lease or lease amendment (including any renewal, extension or expansion as to which the lessor's consent is required) to Buyer for Buyer's approval. If Buyer does not disapprove in writing such a proposed lease or amendment (or renewal, extension or expansion agreement) within five (5) business days of Buyer's receipt of a copy thereof, Buyer shall be deemed to have approved the proposed lease or amendment (or renewal, extension or expansion agreement). All such new leases and modifications approved or deemed approved by Buyer (and renewals, extensions or expansions approved or deemed approved by Buyer or as to which the lessor's consent is not required), all new leases entered into prior to the expiration of the Inspection Period, and the information with respect to the Existing Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, (2) no tenants presently existing leases that are entitled to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or listed on Exhibit "EC" hereto are collectively herein called the ", (3) no rents due under Existing Leases". The termination or expiration of any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of Closing shall not excuse Buyer from its obligation to complete Closing and to pay the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereoffull Purchase Price.

Existing Leases. (1) Seller represents that all rent due from tenants of the Building is not in arrears on the date hereof. Other than the Leases listed on Exhibit "EG" sets forth a trueattached hereto, correct and complete list of the Existing Leases for the related Premises and the information Seller has not entered into any contract or agreement with respect to the Existing Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, (2) no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any occupancy of the Existing Leases are presently assigned, hypothecated Property or encumbered by Seller, other than in connection with any mortgage encumbering the Premises portion or portions thereof which shall will be satisfied in connection with the closing for binding on Purchaser or the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with after the current term of occupancy of tenants under the Existing Leases, (5) no rent under any Closing. The copy of the Existing Leases has been prepaid (except for rental for the current month and payments that heretofore delivered or made available by Seller to Purchaser are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereof, and the Leases have not been amended except as evidenced by amendments similarly delivered and listed on Exhibit "G" attached hereto and constitute the entire agreement between Seller and the tenant thereunder. To Seller's knowledge, except as set forth in Exhibit "I" attached hereto, Seller has not given or received any written notice of any party's default or failure to comply with the terms and provisions of the Leases which remains uncured. Seller is the landlord under each of the leases and has not assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered any of its rights or interests under any of the leases in a manner which will survive the Closing. The security deposits delivered by each tenant under Leases are as set forth in Exhibit "G". No tenant has paid any rents more than one (1) month in advance. Except as set forth in Exhibit "G", no tenant is entitled to any free rent, abatement of rent or similar concession. Anything to the contrary contained in this sub-section (e) notwithstanding, with regard to the License Agreement and Permit to Enter Upon Premises, each dated June 26, 2003, between Seller and The Long Island Rail Road Company listed on Exhibit G attached hereto, Seller is not landlord but rather licensee, and Seller shall continue to be licensee thereunder, and said instruments shall not be assigned to Purchaser.

Existing Leases. To such Seller’s knowledge, (1A) Exhibit "E" sets forth a true, correct and complete list of the Existing Leases for the related Premises and the information with respect to the Existing Leases set forth in Exhibit "E" “H” hereto is true, correct and complete in all material respectsrespects and (B) neither such Seller, (2) no tenants are entitled nor any tenant under any Existing Lease, is in default under any Existing Lease. Such Seller has not given to any rebates, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due tenant any written notice of default under any of the Existing Leases are presently assignedthat remains uncured. Such Seller represents that (1) at the time of the Applicable Closing, hypothecated such Seller shall have accepted no prepayment of rent or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent payments under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases Leases) in advance for more than one month and no rent, prepaid rent, cash security deposit or security deposit in a form other than cash are held by such Seller, except the deposits described on Exhibit “J” and rent for prepayments set forth either in the current month, (2) at the time of the Applicable Closing, such Seller shall not have terminated any of the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's ’s intention not to permit the term of the lease to continue or be renewed for an additional term), (73) no tenant such Seller has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered will deliver to Buyer are true, correct and complete in all material respects (including all material amendments thereto) copies of all Existing Leases, (3) except as disclosed on Exhibit “H”, the Existing Leases contain no free rent period, rental concession, rental abatement or other benefit granted to tenants under the Existing Leases which extend beyond the Applicable Closing Date, (4) there are no options or rights to renew, extend or terminate the Existing Leases or expand any Existing Lease premises, except as shown in the Rent Roll and the Leases, (5) no brokerage commission or similar fee is due or unpaid by such Seller with respect to any Existing Leases, and there are no written or oral agreements that will obligate Buyer, as such Seller’s assignee, to pay any such commission or fee under any Existing Leases or extension, expansion or renewal thereof, and (6) the Existing Leases and any guaranties thereof are in full force and effect, and are subject to no defenses, setoffs or counterclaims for the benefit of the tenant’s therunder.

Existing Leases. (1) With respect to those Leases listed on Exhibit "EF" sets forth attached hereto and made a truepart hereof (the "Existing Xxxxxx Leases"), correct as assigned by Evanston Insurance Company (an affiliate of Tenant) to Landlord, (a) Tenant acknowledges and complete list accepts the existence of such Existing Xxxxxx Leases, and acknowledges and agrees that neither the Existing Xxxxxx Leases nor any rights of the Existing Leases for the related Premises tenants thereunder shall alter, diminish, reduce or modify any obligations of Tenant hereunder, including, but not limited to, obligations to pay Rent and the information with respect Additional Rent hereunder, notwithstanding that parties other than Tenant have occupancy rights under and pursuant to the Existing Xxxxxx Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, the space demised thereby; (2b) no tenants are entitled Tenant requests that Landlord permit Tenant to any rebates, receive and retain the rights to receive the rent concessions or free rent except as may be expressly set forth in and other performance by the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby; (5c) no Landlord agrees that Tenant shall be entitled to receive and retain the rights to receive the rent and other performance by the tenants under any of the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases has been prepaid constituted subleases permitted hereby; (except for rental for the current month d) Landlord agrees that Tenant shall be entitled to negotiate with, take actions with respect to, and payments that are required to be made in advance pursuant to the terms and provisions of otherwise deal with such tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby, and, in connection therewith Landlord agrees that Landlord shall enter into any modification or amendment of such Existing Xxxxxx Leases as Tenant may direct Landlord in writing, subject to Landlord's review and except for prepayments approval thereof, which shall not be unreasonably withheld, delayed or conditioned, (e) Tenant shall have no right to modify or amend any covenant set forth either in any Existing Xxxxxx Lease which would increase or impose any new (or extended) obligations on Landlord or on the Existing Leases successor in title to any landlord or as set forth on Exhibit "E")lessor thereunder, (6) as of after the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term Term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Sellerthis Lease, and (9f) Landlord hereby relinquishes any rights to which Tenant is entitled under this Paragraph 10.04 during the copies Term or extended Term of the Existing Leases delivered to Buyer are true, correct and complete copies thereofthis Lease.

Existing Leases. (1) Exhibit "E" sets forth a true, correct PAID shall keep and complete list observe and perform all of the Existing Leases for the related Premises and the information with respect to its obligations as landlord under the Existing Leases set forth in Exhibit "E" hereto is trueon Schedule 5.1.4, correct as the same are amended or modified pursuant to the provisions of this Agreement, including rights of termination, eviction and complete in all material respectsrecapture of possession, (2) no tenants are entitled to any rebates, rent concessions or free rent except and shall as may be expressly set forth in landlord enforce the Existing Leases or on Exhibit "E", (3) no rents due under any obligations of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants thereunder. Urban recognizes that such tenants under the Existing LeasesLeases may attempt to challenge, (5) no rent object to and/or raise defenses to PAID’s actions, but PAID agrees that the obligation under this Section 6.1.9 includes a duty to act in good faith to respond to, to defend and to contest, and to the extent required, appeal, any challenges, defenses or objections of tenants. So long as PAID so responds, defends, contests and, if necessary, appeals, PAID shall be deemed to be satisfying its obligations under this Section 6.1.9. PAID shall not enter into any additional amendments, modifications, expansions or extensions of the Existing Leases has been prepaid (except for rental River Associates Lease, the Xxxxx Towing Lease, the Del/San Lease, the DRPA Lease or any new leases for the current month Option Property or the ROFO Property that would preclude Urban from deriving the benefits of this Agreement, including Urban’s ability to close its option to purchase, and payments that are required thereafter to be made use for Urban’s Use, the Option Property free and clear of tenants or occupants in advance accordance with the Option to Purchase Agreement, and, subject to the provisions of Section 3.2.2 hereof regarding the DRPA Lease and the rights of DRPA, as tenant, thereunder, to close its purchase on the ROFO Property free and clear of the DRPA Lease and of any other tenants or occupants of the ROFO Property in accordance with the ROFO Agreement. PAID’s obligations pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease this Section 6.1.9 shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofSurviving Obligation.

Existing Leases. Xxxxxxxxx represents and warrants to Mortgagee that, as to each existing Lease, (1i) Exhibit "E" sets forth the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) the copy of the Lease heretofore delivered to Mortgagee by Xxxxxxxxx is a true, correct and complete list copy of the Existing Leases entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder; (iv) neither the Lease nor any Rents payable thereunder have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary herein, is the Lease other than a direct lease from Mortgagor to a lessee; (v) Mortgagor is entitled to receive and enjoy all Rents payable under the Lease; (vi) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vii) the related Premises lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the information payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (viii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Existing Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respectsMortgaged Property or any part thereof, (2ix) no tenants are entitled Mortgagor has the sole and unconditional right and power to any rebatessell, rent concessions or free rent except as may be expressly assign, transfer and set forth in over the Existing Leases or on Exhibit "E"Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (3x) no rents due under any of the Existing Leases are presently assignedLease is, hypothecated or encumbered by Sellerits express terms, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month unconditionally subject and payments that are required to be made in advance pursuant subordinate to the terms and provisions lien of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofthis Mortgage.

Existing Leases. (1i) Exhibit "E" sets forth a trueOther than the Leases listed in the Rent Roll, correct and complete list of the Existing Leases for the related Premises and the information Seller has not entered into any contract or agreement with respect to the Existing Leases set forth in Exhibit "E" hereto is true, correct and complete in all material respects, (2) no tenants are entitled to any rebates, rent concessions occupancy or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any sale of the Existing Leases are presently assigned, hypothecated Property or encumbered by Seller, other than in connection with any mortgage encumbering portion or portions thereof which will be binding on Purchaser after the Premises which shall be satisfied in connection with the closing for the Property in question, Closing; (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9ii) the copies of the Existing Leases heretofore delivered by Seller to Buyer Purchaser are true, correct and complete copies thereof; (iii) except as provided on Schedule 4.1(e) attached hereto, the Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between Seller and the tenants thereunder; (iv) to Seller’s knowledge, there are no existing defaults by Seller or any tenant under any of the Leases; (v) Seller has paid all sales and use taxes that are due and owing on rentals paid under all of the Leases; (vi) all Tenant Inducement Costs and all commissions that are or were due to any broker or salesperson in connection with the Leases have been paid in full and Purchaser shall not be liable for any Tenant Inducement Costs or commissions related to the Leases; (vii) Amendments of License Agreements in the form attached hereto as Exhibit “H” for each of the License Agreements have been executed and delivered by each party thereto and are fully enforceable against each party thereto; and (viii) the Xxxxx Xxxxxx Termination Letter is in the form required under the Xxxxx Xxxxxx Lease to terminate the Xxxxx Xxxxxx Lease and prior to Closing, Seller shall have taken all required actions and given all required notices in accordance with the terms of the Xxxxx Xxxxxx Lease as required for the Xxxxx Xxxxxx Lease to be terminated on or before September 30, 2012 and assuming that the Purchaser pays the Xxxxx Xxxxxx Termination Fee when such fee is required to be paid, the Xxxxx Xxxxxx Lease will terminate according to its terms.

Existing Leases. Notwithstanding the provisions of Section 4.1 above, Seller has disclosed to Buyer the existence of the following two leases with third party tenants for space in Building A: (1a) Exhibit a lease to the Orange County Bar Association ("EOCBA") for 7425 square feet of space on the first floor of Building A for a term that expires on November 30, 2007, with no option to extend (the "OCBA Lease"), and (b) a lease to Xxxxxxx & Associates for 1420 square feet of space on the 4th floor of Building A for a term that expires on May 31, 2006, with no option to extend (the "AA Lease"). The OCBA Lease and the AA Lease are referred to as the "Existing Leases" sets forth and the tenants thereunder are referred to as the "Existing Tenants." Prior to the Due Diligence Expiration Date, Seller shall deliver to Buyer a true, correct true and complete list copy of each of the Existing Leases. As of the Closing and at Seller’s option, either (i) Seller shall have caused the Existing Leases for the related Premises to be terminated and the information with respect Existing Tenants to vacate Building A, or (ii) Seller shall remain as the lessor to the Existing Leases set forth in Exhibit "E" hereto is trueas a direct lease between Seller and the Existing Tenants and as a sublease to the Lease for Building A , correct and complete in all material respects, or (2iii) no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth Buyer shall assume the Seller’s interest in the Existing Leases or on Exhibit "E", (3) no rents due under any of as a direct lease between Buyer and the Existing Leases are presently assignedTenants. If clause (ii) above is applicable to an Existing Lease, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which then such Existing Lease shall be satisfied considered as a sublease between Seller and the Existing Tenant, and except as provided below, Seller shall be solely responsible for the Existing Lease as a sublease under the Seller Lease for Building A and Buyer shall have no obligations or liabilities in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereof.Existing

Existing Leases. Mortgagor represents and warrants to Mortgagee that, as to each existing Lease, (1i) Exhibit "E" sets forth the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) the copy of the Lease heretofore delivered to Mortgagee by Mortgagor is a true, correct and complete list copy of the Existing Leases entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder; (iv) neither the Lease nor any Rents payable thereunder have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary herein, is the Lease other than a direct lease from Mortgagor to a lessee; (v) Mortgagor is entitled to receive and enjoy all Rents payable under the Lease; (vi) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vii) the related Premises lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the information payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (viii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Existing Leases Mortgaged Property or any part thereof; (ix) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set forth in Exhibit "E" hereto is trueover the Lease to Mortgagee and to confer upon Mortgagee the rights, correct interests, power and complete in all material respectsauthority herein granted and conferred; and (x) the Lease is, (2) no tenants are entitled to any rebatesby its express terms, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month unconditionally subject and payments that are required to be made in advance pursuant subordinate to the terms and provisions lien of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofthis Mortgage.

Existing Leases. (1) Exhibit "E" sets forth a trueIf Seller intends, correct and complete list prior to Closing, to enter into new leases for portions of the Premises or to enter amendments of Existing Leases Leases, Seller shall first submit to Buyer for Buyer's approval a term sheet (the related Premises "Leasing Term Sheet") identifying the tenant or proposed tenant and setting forth the information with respect material economic terms of such transaction. If Buyer does not disapprove such proposed lease transaction by written notice to Seller given within five (5) business days after Buyer's receipt of the Leasing Term Sheet, Buyer shall be deemed to have approved the proposed lease transaction which is the subject of such Leasing Term Sheet. Buyer acknowledges that it has approved the pending lease transactions described on Schedule 7(g) to this Agreement. Notwithstanding the foregoing, Seller shall not be required to obtain Buyer's consent to such amendments as Seller may be required to enter under the terms of an Existing Leases set forth in Exhibit "E" hereto is trueLease or which Seller may enter to confirm matters for which a tenant under an Existing Lease exercises an option (for example, correct and complete in all material respectsan amendment to confirm the terms pursuant to which a tenant may lease expansion space following the exercise by such tenant of an expansion option). Seller shall promptly notify Buyer of any such amendments. Seller shall not enter any new lease or amend any Existing Lease, (2) no tenants are entitled to any rebates, rent concessions or free rent except as may be expressly set forth provided in the Existing Leases or this Paragraph. All existing leases listed on Exhibit D to this Agreement, together with lease amendments and new leases entered in accordance with this Paragraph, are collectively called the "E"Existing Leases." Without limiting the effect of any other condition to Closing contained in this Agreement, (3) no rents due under the termination of any of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required prior to be made in advance pursuant to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default the expiration of its term or by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term reason of the lease tenant's default or exercise of a termination right shall not excuse Buyer from its obligation to continue or be renewed for an additional term)complete Closing and to pay the Purchase Price. At Closing, (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration Buyer shall receive a credit on account of the term of such lease, (8) no written notice Purchase Price equal to the amount of any default under lease termination or similar payment made by any tenant to Seller between the Existing Leases has been given or received by the related Seller, date of this Agreement and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofClosing.

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: (1i) Exhibit "E" sets forth the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered to the Mortgagee and is a true, correct and complete list copy of the Existing entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the related Premises lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the information payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Existing Leases Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set forth in Exhibit "E" hereto is trueover the Lease to Mortgagee and to confer upon Mortgagee the rights, correct interests, power and complete in all material respectsauthority herein granted and conferred; and (ix) the Lease is, (2) no tenants are entitled by its express terms, unconditionally subject and subordinate to any rebatesthe lien of this Mortgage or, rent concessions or free rent except as may be expressly set forth in the Existing Leases or on Exhibit "E", (3) no rents due under any case of the Existing Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Premises which shall be satisfied in connection with the closing for the Property in question, (4) there are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Existing residential Leases, (5) no rent under any of the Existing Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant subject to the terms and provisions of the Existing Leases and except for prepayments set forth either in the Existing Leases or as set forth on Exhibit "E"), (6) as of the Closing Date no Existing Lease shall be terminated by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), (7) no tenant has notified Seller in writing of its intent to terminate its lease prior to expiration of the term of such lease, (8) no written notice of any default under the Existing Leases has been given or received by the related Seller, and (9) the copies of the Existing Leases delivered to Buyer are true, correct and complete copies thereofPrivate Housing Finance Law.