Common use of Leases and Rent Roll Clause in Contracts

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”) and, with respect to each Individual Puerto Rico Property, to Borrower’s knowledge and except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect to the representation in clauses (a) and (t) below which shall not be qualified), (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary (which, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) default; (e) to Borrower’s knowledge and except as set forth on Schedule 3.18(e), no Tenant at any Individual Continental Property owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Lease; (f) to the extent any material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in Rent Roll; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i), the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full or have been reserved for in the Unfunded Obligations Reserve Account; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at any Individual Continental Property and Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental Property; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower); (m) reserved; (n) except as set forth on Schedule 3.18(n) attached hereto, no Lease contains an option to purchase, right of first refusal to purchase, right of first refusal with respect to the Property, or any other similar provision; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant); (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Lease; (r) except as set forth on Schedule 3.18(r), to Borrower’s knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; (s) except as set forth on Schedule 3.18(s), Borrower has not received written notice of any event giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at its leased premises (i.e., “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause a co-tenancy violation under any Lease and (t) no Tenant is entitled to free rent under its respective Lease at any Individual Continental Property.

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”) and, with respect to each Individual Puerto Rico Portfolio Property, to Borrower’s knowledge and except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect to the representation representations in clauses (a) and (t) below which shall not be qualified), (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at the Plaza del Sol Property and each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary (which, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) default; (e) to Borrower’s knowledge and except as set forth on Schedule 3.18(e), no Tenant at the Plaza del Sol Property or any Individual Continental Property owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Lease; (f) to the extent any material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for the Plaza del Sol Property and each Individual Continental Property, such rent amounts and term modifications are reflected in Rent Roll; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i), the premises demised under the Leases at the Plaza del Sol Property and each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at the Plaza del Sol Property and each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at the Plaza del Sol Property and each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at the Plaza del Sol Property and each Individual Continental Property have been made in full or have been reserved for in the Unfunded Obligations Reserve Account; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at the Plaza del Sol Property or any Individual Continental Property and Borrower has no monetary obligation to any Tenant at the Plaza del Sol Property or any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has received no written notice from any Tenant challenging the validity or enforceability of any Lease at the Plaza del Sol Property or any Individual Continental Property; (l) except as set forth on Schedule 3.18(l), there are no agreements with the Tenants under the Leases at the Plaza del Sol Property or any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower); (m) reserved; (n) except as set forth on Schedule 3.18(n) attached hereto, no Lease contains an option to purchase, right of first refusal to purchase, right of first refusal with respect to the Property, or any other similar provision; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant); (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Lease; (r) except as set forth on Schedule 3.18(r), to Borrower’s knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; (s) except as set forth on Schedule 3.18(s), Borrower has not received written notice of any event giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at its leased premises (i.e., “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause a co-tenancy violation under any Lease and (t) except as set forth on Schedule 3.18(t), no Tenant is entitled to free rent under its respective Lease at the Plaza del Sol Property or any Individual Continental Property.

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”) and), with respect to each Individual Puerto Rico Propertyexcept as set forth on Schedule XIII, to Borrower’s knowledge and except as qualified by disclosed in the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect Tenant estoppel certificates provided or made available to the representation in clauses (a) and (t) below which shall not be qualified)Lender, (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease (x) to Borrower’s actual knowledge is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary default or (whichy) monetary default, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) defaultin each case, beyond any applicable notice and cure periods; (e) to Borrower’s knowledge all Rents due have been paid in full and except as set forth on Schedule 3.18(e), no Tenant at is in arrears beyond any Individual Continental Property owes more than $20,000 applicable notice and cure period in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Leaseits payment of regularly recurring Rent; (f) to the extent any terms of all material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in the Rent RollRoll delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i)X, the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full full, and Schedule X sets forth (1) a true, correct and complete list of all landlord work and/or tenant allowances that are currently outstanding and (2) property expansions that are or have been reserved for in may be required to be completed by Borrower at the Unfunded Obligations Reserve Accountsole option of Tenant with no further agreement on the part of Borrower; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at (except for any Individual Continental Property Rents that have been prepaid) and except as set forth on Schedule X and for the return of security deposits in accordance with the terms of any applicable Lease, Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has not received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental PropertyLease; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower)Lease; (m) reservedintentionally omitted; (n) except as set forth on Schedule 3.18(n) attached heretoXIV, no Lease contains an option to purchase, purchase all or any portion of the applicable Property or right of first refusal to purchasepurchase all or any portion of the applicable Property, and with respect to each item listed on Schedule XIV, no such option to purchase or right of first refusal to purchase all or any portion of the applicable Property is applicable in connection with a foreclosure of the applicable Security Instrument or the pledge agreement with respect to the Property, Mezzanine Loans or any other similar provisionexercise of remedies under the Loan Documents or Mezzanine Loan Documents; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Borrower has not granted to any Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant)Lease; (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto the Rent Roll and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Leaseintentionally omitted; (r) except as set forth on Schedule 3.18(r), to Borrower’s actual knowledge, each Tenant is in actual, physical occupancy of the premises demised under its Lease (other than any such Tenant that is not in actual, physical occupancy of such premises as a result of any legal requirement prohibiting or limiting such occupancy, including without limitation, any local government orders or directives relating to “shelter-in-place,” “stay-at-home” and essential businesses, provided such Tenant is continuing to pay full rent and otherwise complying with the terms and conditions of its Lease); (s) to Borrower’s actual knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; and (st) except as set forth on Schedule 3.18(s)to Borrower’s actual knowledge, Borrower no event has not received written notice of any event occurred giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at terminate its leased premises (i.e.Lease or pay reduced or alternative Rent to Borrower under any of the terms of such Lease, “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause such as a co-tenancy violation under any Lease and (t) no provision. Prior to the Closing Date, Xxxxxxxx has requested Tenant is entitled to free rent under its respective Lease at any Individual Continental Propertyestoppel certificates from each Tenant.

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”) and), with respect to each Individual Puerto Rico Propertyexcept as set forth on Schedule XIII, to Borrower’s knowledge and except as qualified by disclosed in the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect Tenant estoppel certificates provided or made available to the representation in clauses (a) and (t) below which shall not be qualified)Lender, (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease (x) to Borrower’s actual knowledge is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary default or (whichy) monetary default, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) defaultin each case, beyond any applicable notice and cure periods; (e) to Borrower’s knowledge all Rents due have been paid in full and except as set forth on Schedule 3.18(e), no Tenant at is in arrears beyond any Individual Continental Property owes more than $20,000 applicable notice and cure period in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Leaseits payment of regularly recurring Rent; (f) to the extent any terms of all material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in the Rent RollRoll delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i)X, the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full full, and Schedule X sets forth (1) a true, correct and complete list of all landlord work and/or tenant allowances that are currently outstanding or have been reserved for in may become due or owing to any Tenant pursuant to the Unfunded Obligations Reserve Accountterms of such Tenant’s Lease solely at the option of Tenant and (2) property expansions that are or may be required to be completed by Borrower at the sole option of Tenant with no further agreement on the part of Borrower; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at (except for any Individual Continental Property Rents that have been prepaid) and except as set forth on Schedule X and for the return of security deposits in accordance with the terms of any applicable Lease, Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has not received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental PropertyLease; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower)Lease; (m) reservedintentionally omitted; (n) except as set forth on Schedule 3.18(n) attached heretoXIV, no Lease contains an option to purchase, purchase all or any portion of the applicable Property or right of first refusal to purchasepurchase all or any portion of the applicable Property, and with respect to each item listed on Schedule XIV, no such option to purchase or right of first refusal to purchase all or any portion of the applicable Property is applicable in connection with a foreclosure of the applicable Security Instrument or the pledge agreement with respect to the Property, Mezzanine Loan or any other similar provisionexercise of remedies under the Loan Documents or Mezzanine Loan Documents; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Borrower has not granted to any Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant)Lease; (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto the Rent Roll and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Leaseintentionally omitted; (r) except as set forth on Schedule 3.18(r), to Borrower’s actual knowledge, each Tenant is in actual, physical occupancy of the premises demised under its Lease (other than any such Tenant that is not in actual, physical occupancy of such premises as a result of any legal requirement prohibiting or limiting such occupancy, including without limitation, any local government orders or directives relating to “shelter-in-place,” “stay-at-home” and essential businesses, provided such Tenant is continuing to pay full rent and otherwise complying with the terms and conditions of its Lease); (s) to Borrower’s actual knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; and (st) except to Borrower’s actual knowledge, no event has occurred giving any Tenant the right to terminate its Lease or pay reduced or alternative Rent to Borrower under any of the terms of such Lease, such as a co-tenancy provision. Prior to the Closing Date, Bxxxxxxx has requested Tenant estoppel certificates from each Tenant. With respect to each Leased Fee Property set forth on Schedule 3.18(s)I attached hereto, Borrower has not received written notice for so long as the executed Lease in effect as of any event giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth Closing Date is in full force and effect and the definition of Major Lease at any Individual Property) with the right to cease operations at its leased premises (i.e., “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause a co-tenancy violation under any Lease and (t) no applicable Tenant is entitled to free rent not in default beyond any applicable notice and cure period, the applicable Tenant owns the Improvements and is responsible for operation and maintenance thereof under its respective Lease at any Individual Continental Propertyapplicable Lease.

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”) and), with respect to each Individual Puerto Rico Propertyexcept as set forth on Schedule XIII, to Borrower’s knowledge and except as qualified by disclosed in the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect Tenant estoppel certificates provided or made available to the representation in clauses (a) and (t) below which shall not be qualified)Lender, (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease (x) to Borrower’s actual knowledge is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary default or (whichy) monetary default, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) defaultin each case, beyond any applicable notice and cure periods; (e) to Borrower’s knowledge all Rents due have been paid in full and except as set forth on Schedule 3.18(e), no Tenant at is in arrears beyond any Individual Continental Property owes more than $20,000 applicable notice and cure period in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Leaseits payment of regularly recurring Rent; (f) to the extent any terms of all material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in the Rent RollRoll delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i)X, the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full full, and Schedule X sets forth (1) a true, correct and complete list of all landlord work and/or tenant allowances that are currently outstanding and (2) property expansions that are or have been reserved for in may be required to be completed by Borrower at the Unfunded Obligations Reserve Accountsole option of Tenant with no further agreement on the part of Borrower; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at (except for any Individual Continental Property Rents that have been prepaid) and except as set forth on Schedule X and for the return of security deposits in accordance with the terms of any applicable Lease, Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has not received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental PropertyLease; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower)Lease; (m) reservedintentionally omitted; (n) except as set forth on Schedule 3.18(n) attached heretoXIV, no Lease contains an option to purchase, purchase all or any portion of the applicable Property or right of first refusal to purchasepurchase all or any portion of the applicable Property, and with respect to each item listed on Schedule XIV, no such option to purchase or right of first refusal with respect to the Property, purchase all or any portion of the applicable Property is applicable in connection with a foreclosure of the applicable Security Instrument or other similar provisionexercise of remedies under the Loan Documents; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Borrower has not granted to any Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant)Lease; (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto the Rent Roll and have been collected by BorrowerBxxxxxxx; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Leaseintentionally omitted; (r) except as set forth on Schedule 3.18(r), to Borrower’s actual knowledge, each Tenant is in actual, physical occupancy of the premises demised under its Lease (other than any such Tenant that is not in actual, physical occupancy of such premises as a result of any legal requirement prohibiting or limiting such occupancy, including without limitation, any local government orders or directives relating to “shelter-in-place,” “stay-at-home” and essential businesses, provided such Tenant is continuing to pay full rent and otherwise complying with the terms and conditions of its Lease); (s) to Borrower’s actual knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; and (st) except as set forth on Schedule 3.18(s)to Borrower’s actual knowledge, Borrower no event has not received written notice of any event occurred giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at terminate its leased premises (i.e.Lease or pay reduced or alternative Rent to Borrower under any of the terms of such Lease, “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause such as a co-tenancy violation under any Lease and (t) no provision. Prior to the Closing Date, Bxxxxxxx has requested Tenant is entitled to free rent under its respective Lease at any Individual Continental Propertyestoppel certificates from each Tenant.

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “Rent Roll”) and, with respect to each Individual Puerto Rico Property, to Borrower’s knowledge and except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect to the representation in clauses (a) and (t) below which shall not be qualified), (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary (which, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) default; (e) to Borrower’s knowledge and except as set forth on Schedule 3.18(e), no Tenant at any Individual Continental Property owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Lease; (f) to the extent any material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in Rent Roll; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i), the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full or have been reserved for in the Unfunded Obligations Reserve Account; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at any Individual Continental Property and Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has Confidential Treatment Requested by Retail Value Inc. RVI-208. Pursuant to 17 C.F.R. Section 200.83. received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental Property; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower); (m) reserved; (n) except as set forth on Schedule 3.18(n) attached hereto, no Lease contains an option to purchase, right of first refusal to purchase, right of first refusal with respect to the Property, or any other similar provision; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant); (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Lease; (r) except as set forth on Schedule 3.18(r), to Borrower’s knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; (s) except as set forth on Schedule 3.18(s), Borrower has not received written notice of any event giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at its leased premises (i.e., “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause a co-tenancy violation under any Lease and (t) no Tenant is entitled to free rent under its respective Lease at any Individual Continental Property.

Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender Administrative Agent in connection with the closing of the Loan (the “Rent Roll”) and), with respect to each Individual Puerto Rico Propertyexcept as set forth on Schedule XIII, to Borrower’s knowledge and except as qualified by disclosed in the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect Tenant estoppel certificates provided or made available to the representation in clauses (a) and (t) below which shall not be qualified)Administrative Agent, (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e), to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease (x) to Borrower’s actual knowledge is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary default or (whichy) monetary default, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) defaultin each case, beyond any applicable notice and cure periods; (e) to Borrower’s knowledge all Rents due have been paid in full and except as set forth on Schedule 3.18(e), no Tenant at is in arrears beyond any Individual Continental Property owes more than $20,000 applicable notice and cure period in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Leaseits payment of regularly recurring Rent; (f) to the extent any terms of all material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in the Rent RollRoll delivered to and approved by Administrative Agent; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18(i)X, the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full full, and Schedule X sets forth a true, correct and complete list of all landlord work and/or tenant allowances that are currently outstanding or have been reserved for in may become due or owing to any Tenant pursuant to the Unfunded Obligations Reserve Accountterms of such Tenant’s Lease at the option of Tenant; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at (except for any Individual Continental Property Rents that have been prepaid) and except as set forth on Schedule X and for the return of security deposits in accordance with the terms of any applicable Lease, Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has not received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental PropertyLease; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower)Lease; (m) reservedintentionally omitted; (n) except as set forth on Schedule 3.18(n) attached heretoXIV, no Lease contains an option to purchase, purchase all or any portion of the applicable Property or right of first refusal to purchasepurchase all or any portion of the applicable Property, and with respect to each item listed on Schedule XIV, no such option to purchase or right of first refusal to purchase all or any portion of the applicable Property is applicable in connection with a foreclosure of the applicable Security Instrument or the pledge agreement with respect to the Property, Mezzanine Loan or any other similar provisionexercise of remedies under the Loan Documents or Mezzanine Loan Documents; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Borrower has not granted to any Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant)Lease; (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto the Rent Roll and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q), no brokerage commissions or finders fees are due and payable regarding any Leaseintentionally omitted; (r) except as set forth on Schedule 3.18(r), to Borrower’s actual knowledge, each Tenant is in actual, physical occupancy of the premises demised under its Lease (other than any such Tenant that is not in actual, physical occupancy of such premises as a result of any legal requirement prohibiting or limiting such occupancy, including without limitation, any local government orders or directives relating to “shelter-in-place,” “stay-at-home” and essential businesses, provided such Tenant is continuing to pay full rent and otherwise complying with the terms and conditions of its Lease); (s) to Borrower’s actual knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; and (st) except as set forth on Schedule 3.18(s)to Borrower’s actual knowledge, Borrower no event has not received written notice of any event occurred giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at terminate its leased premises (i.e.Lease or pay reduced or alternative Rent to Borrower under any of the terms of such Lease, “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause such as a co-tenancy violation under any Lease and (t) no provision. Prior to the Closing Date, Borrower has requested Tenant is entitled to free rent under its respective Lease at any Individual Continental Propertyestoppel certificates from each Tenant.