Common use of Leases Clause in Contracts

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available Except as disclosed in the estoppel certificates delivered to the Buyer Administrative Agent prior to the leasesClosing Date, licenses and occupancy agreements in that certain ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company Delinquency/Aging Report (including all amendmentsSummarized) dated 7/20/2005 provided to the Administrative Agent prior to the Closing Date, modifications and supplements theretoor (as to items (2) through (10) below) the rent rolls for each Project attached hereto as Schedule 7.22, with respect to the Properties Leases (which term, for the purposes of this Section 7.22 is limited to tenant leases): (1) the rent rolls attached hereto as described on Schedule 3.2(c7.22 are true, correct and complete and the Leases referred to thereon are all valid and in full force and effect; (2) attached hereto. There the Leases (including Modifications thereto) are in writing, and there are no leasesoral agreements with respect thereto; (3) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, subleasescorrect and complete in all material respects and have not been Modified (or further Modified); (4) the lease summaries delivered to the Administrative Agent are true and correct in all material respects and, licenses as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any material term of any Lease which would materially impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as disclosed in such summary and the rent rolls attached hereto as Schedule 7.22; (5) to the Borrower’s knowledge, no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; (6) the Borrower has no knowledge of any presently effective notice of termination or notice of default given by any tenant with respect to any Major Lease or under any other Leases that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect; (7) the Borrower has not made any presently effective assignment or pledge of any of the Leases, the rents or any interests therein except to the Administrative Agent; (8) no tenant or other occupancy agreements party has an option or right of first refusal to which such Seller is a party for purchase all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(cany Project; (9) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto lease summaries delivered by the Borrower to the Administrative Agent, no tenant has the right to terminate its lease prior to expiration of the stated term of such Lease (except as a result of a casualty or stated on Schedule 3.2(n) attached hereto, condemnation); and (ii10) contain the entire agreement between the relevant landlord no tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and the applicable tenant named therein with respect estimated payments of operating expenses, taxes and other pass-throughs paid by tenants pursuant to their Leases not prepaid more than one month prior to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent such estimated payments are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”due), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as As of the date of this AgreementAgreement there are no Residency Agreements or other Leases other than those described on the Rent Roll. The Rent Roll is true, Fixed Rent accurate and Additional Rent are currently being collected under such Leases without offsetcomplete in all material respects as of the date hereof, counterclaim or deduction. Such Seller has made available to the Buyer true and true, accurate and complete copies of the Leases, as applicableResidency Agreements and all guaranties and other documents relating thereto have been made available to Buyer. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be otherwise specifically set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases Rent Roll: (collectively, “Lease Options”), except those Tenants relating a) to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property knowledge, the Leases are in full force and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iieffect and none of them has been modified, amended or extended; (b) attached hereto neither Seller has sent written notice to any Resident or in the Delinquency Report, as Tenant of the date of this AgreementCommunity under a Lease, (i) such Seller has not or received any written notice from any tenant under a Lease such Resident or Tenant, claiming landlord that such Resident or Tenant, or the applicable Seller, as the case may be, is in default, which default in its obligations as landlord under such Lease and remains uncured; (iic) to Sellers’ Knowledge, there exists are no default by any tenant Security Deposits or other deposits under any such Lease. Such Seller has not received Leases other than those set forth in the Rent Roll; (d) no leasing commission shall be due for any Lease Termination Payments as of period subsequent to the date hereofClosing other than for lease extensions, expansions or renewals exercised after the Closing, which commissions shall be paid by Buyer; (e) except as set forth on Schedule 3.2(c)(iiithe Rent Roll: (i) attached heretono Resident has paid any rent for more than one (1) month in advance; (ii) no Resident has any right of first refusal, option or other preferential right to purchase the Property or any portion thereof or any interest therein; and (iii) neither Seller has received written notice that there are any subtenants of any Resident under any Residency Agreement; and (f) all conditions to be satisfied by either Seller under the Leases have been completed, including, but not limited to, completion of any tenant improvement work or other improvements under the Leases, in accordance with applicable plans and specifications and within the time periods set forth in the Leases; and payment of any unreimbursed expenses including, but not limited to, capital expense reimbursements.

Leases. Such Seller has The LLC holds the lessor’s interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the “Leases”). A true and complete copy of all Leases have been made available to the Buyer Acquirer, together with copies of all of the leasesfollowing: (i) Lease files with histories, licenses (ii) a rent roll certified as true, correct and occupancy agreements (including complete by the Managing Member to Acquirer along with schedules reflecting any prepaid rents, rent concessions, security deposits, and nonrefundable fees and reports detailing any existing delinquencies in the payment of rentals, or defaults of any of the other terms or conditions under any of the Leases. To the Managing Member’s knowledge, all amendmentsof such Leases are in full force and effect, modifications except as indicated otherwise in Section 2.3(g) of the Disclosure Schedule, the LLC, as lessor under such Leases, has not received any notice and supplements theretohas no knowledge that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Managing Member’s knowledge, except as set forth in Section 2.3(g) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Property; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to “free” rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.3(g) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Managing Member has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists has no default by knowledge that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.3(g) of the Disclosure Schedule; no assignment of the LLC’s rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.3(g) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by LLC, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Managing Member’s knowledge, all material obligations of the lessors under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on in Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto). Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on in Schedule 3.2(n) attached hereto3.2(v), and (ii) contain the entire agreement between the relevant landlord and the applicable tenant tenants named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ Knowledge as of the date of this Agreement, Fixed Rent fixed rent and Additional Rent additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto), all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 14.29 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoProperty. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ KnowledgeSeller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of from December 11, 2014 through the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto).

Leases. Such Seller (a) Except as could not reasonably be expected to have a Material Adverse Effect, each of Borrower and its Restricted Subsidiaries has paid all such payments required to be made available by it in respect of leasehold Real Estate Assets, and no landlord Lien (other than as constituting a Permitted Lien) has been filed, and to the Buyer the leasesBorrower’s knowledge no claim is being asserted, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which any such Seller is a party for all or any portion of such Seller’s Propertypayments (in each case, other than any claim the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented amount or otherwise modified except as disclosed validity of which are currently being contested in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, good faith by appropriate proceedings and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. which reserves in conformity with GAAP have been provided on Borrower’s books). (b) Except as set forth in the Delinquency Reportcould not reasonably be expected to have a Material Adverse Effect, to Sellers’ Knowledge Borrower’s best knowledge, each of the leases listed on Schedule 4.24(a) is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionClosing Date. Such Seller has made available to the Buyer true and complete copies As of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofClosing Date, except as set forth on Schedule 3.2(c)(iii4.26(b), there is not under any such lease any existing breach, default, event of default or event or condition that, with or without notice or lapse of time or both, would constitute a breach, default or an event of default by a Loan Party, or, to Borrower’s best knowledge, by any other party to such lease that, in any such case, could reasonably be expected to result in the commencement of proceedings or actions to terminate such lease (other than any event or condition that is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on Borrower’s books or that would not result in a Material Adverse Effect). (c) attached heretoExcept as could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, other than notices given or claims made in respect of the matters set forth on Schedule 4.26(b), no party to any material lease has given any Loan Party notice of or made a material claim with respect to any breach or default that has not now been cured (other than with respect to any event or condition that is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on Borrower’s books). (d) Except as could not reasonably be expected to have a Material Adverse Effect, with respect to those leases that, as of the Closing Date, were assigned or subleased to a Loan Party by a third party, all consents to such assignments or sublease have been obtained. (e) Except as could not reasonably be expected to have a Material Adverse Effect, except as described in Section 4.24(h), as of the Closing Date, no Real Estate Asset is subject to any lease, sublease, license or other agreement granting to any Person other than Borrower or its Subsidiaries any right to the use, occupancy or enjoyment of such Real Estate Asset or any portion thereof.

Leases. Such Seller has made available (a) All Leases and all renewals of Leases executed after the date hereof shall (i) contain market rate terms and conditions, (ii) provide that such Lease is subordinate to the Buyer Mortgage and that, upon the leasesforeclosure of the Mortgage, licenses and occupancy agreements (including all amendmentssale by power of sale thereunder or deed-in-lieu of foreclosure, modifications and supplements thereto) with respect the Tenants, at Agent’s discretion, will attorn to the Properties transferee of the Property, (iii) be prepared on the standard form of lease attached hereto as described on Schedule 3.2(cXIII with such modifications as are consistent with the market and that result from arms-length negotiations that Borrower conducts in good faith and (iv) attached hereto. There are no leases, subleases, licenses or other occupancy agreements not include any option in favor of Tenant to which such Seller is a party for acquire all or any portion of such Sellerthe Property. (b) Borrower may or may cause Operating Company to enter into new Leases which are not Major Leases without Agent’s Propertyconsent provided that no Event of Default then exists, other than the Leases Lease complies with the requirements set forth in subsection (a) above, and the Tenant thereunder is not an Affiliate of Borrower or Operating Company. In addition, Borrower may enter into renewals, amendments, extensions, restatements, expansions and modifications of Leases which are not Major Leases without the consent of Agent provided that no Event of Default then exists, any such renewal, amendment, extension, restatement, expansion or modification complies with the requirements set forth in subsection (a) above, and the Tenant thereunder is not an Affiliate of Borrower or Operating Company. Borrower may terminate any Lease which is not a Major Lease without the consent of Agent. (c) All Major Leases and all renewals, amendments, extensions, restatements, expansions, modifications and terminations thereof (a “Major Lease Modification”) executed after the date hereof shall, prior to execution, be subject to Agent’s approval which shall not be unreasonably withheld, delayed or conditioned. Borrower shall not permit or consent to the assignment of any Major Lease without Agent’s prior consent, which shall not be unreasonably withheld, delayed or conditioned, unless and except to the extent the right to assign without Borrower’s consent is already reserved to the tenant thereunder in any Major Lease in existence on Schedule 3.2(cthe date of this Agreement or is included in any Major Lease hereafter entered into in compliance with the terms of this Section 4.1.10(c). Each request for approval and consent of a Major Lease or Major Lease Modification shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO A [MAJOR LEASE] [MAJOR LEASE MODIFICATION]. AGENT’S RESPONSE IS REQUESTED WITHIN FIVE (5) attached heretoBUSINESS DAYS. Such Leases AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” Each such request shall include the following documentation with such request: (i) have not been amendedthe Major Lease or Major Lease Modification, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoapplicable, and (ii) all other materials reasonably necessary in order for Agent to evaluate such Major Lease or Major Lease Modification. In the event that Agent fails to grant or withhold its approval and consent to such Major Lease or Major Lease Modification within such five (5) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then Agent’s approval and consent shall be deemed to have been granted. In addition, Borrower may, at Borrower’s option, prior to delivering to Agent any such Major Lease or Major Lease Modification for Agent’s approval, first deliver to Agent for Agent’s approval a tenant application and budget setting forth the major economic and other business terms (the “TAB”) of such proposed Major Lease or Major Lease Modification, provided, however, that a TAB shall only be deemed delivered from the date additional information reasonably required for evaluation of the TAB is delivered to Agent; provided, further, that a TAB shall be deemed delivered as of the date received if Agent does not request additional information with respect thereto within three (3) Business Days following its initial receipt thereof. Each such request for approval and consent of a TAB for a Major Lease or Major Lease Modification shall contain a legend in capitalized bold letters on the entire agreement between top of the relevant landlord cover page stating: “THIS IS A REQUEST FOR CONSENT TO THE TAB FOR A [MAJOR LEASE] [MAJOR LEASE MODIFICATION]. AGENT’S RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Agent fails to grant or withhold its approval and consent to such TAB within such five (5) Business Day period (and, in the applicable tenant named therein case of a withholding of consent, stating the grounds therefor in reasonable detail), then Agent’s approval and consent shall be deemed to have been granted. Subject to the approval time periods set forth above with respect to Major Leases and Major Lease Modifications, so long as any Major Lease or Major Lease Modification does not contain material business terms which differ more than five percent (5%) on a net effective basis from the applicable leasehold interest. Except as material business terms set forth in the Delinquency Report, to Sellers’ Knowledge as TAB approved or deemed approved by Agent and otherwise does not contain any lease terms which deviate materially from the terms of the date standard form of Lease used for the Property and approved by Agent, Agent’s consent to such Major Lease or Major Lease Modification shall not be required but shall be deemed given for purposes of Sections 4.1.11 and 6.3.2 hereof. All Major Lease, Major Lease Modifications and TABs being sent to Agent for approval in accordance with this Section 4.1.10(c) shall be sent in accordance with the notice provisions set forth in Section 10.6 and shall, in addition, be sent to ▇▇. ▇▇▇▇▇▇▇ ▇. Isaacman at the following address: HSBC Bank USA, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (d) Notwithstanding the foregoing, Borrower shall have the right to terminate any Major Lease and no consent of Agent shall be required in respect of such termination, provided that (i) Borrower simultaneously replaces such terminated Lease with a Lease or Leases (for all or substantially all of the space which was covered by the Lease being terminated) that either (A) has been approved or deemed approved by Agent if required in accordance with Section 4.1.10(b) or (B) otherwise meets the requirements of this AgreementSection 4.1.10, Fixed Rent or (ii) the applicable Tenant is in default thereunder beyond any applicable notice and Additional Rent are currently being collected grace periods. (e) Borrower shall and shall cause Operating Company to (i) promptly perform and observe all of the material terms, covenants and conditions required to be performed and observed by Borrower or Operating Company under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by not collect any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofRents more than one (1) month in advance (except that Borrower may collect (A) such security deposits and last month’s Rents as are permitted by Legal Requirements and are commercially reasonable in the prevailing market, except (B) pre-paid estimates of recoveries of operating expenses and taxes, and other charges in accordance with the terms of each Lease). (f) Upon request, Borrower shall furnish Agent with executed copies of all Leases, certified as set forth on Schedule 3.2(c)(iii) attached heretotrue and complete by Borrower.

Leases. Such Seller has made available True, correct and complete copies of all of the leases of the H/SIC Property and any amendments thereto (collectively, the "H/SIC Leases"), have been, or will be, delivered to Royale. Attached hereto as Exhibit "H/SIC Leases" is a description of all of the Buyer H/SIC Leases and a current rent schedule ("H/SIC Rent Schedule") covering the leasesH/SIC Leases, licenses which is true and occupancy agreements (including correct in all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretomaterial respects. There are no leasesleases or tenancies of any space in the H/SIC Property other than those set forth in Exhibit "H/SIC Leases" or, subleasesto the H/SIC General Partner's knowledge, licenses any subleases or other occupancy agreements subtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit "H/SIC Leases" or elsewhere in this Agreement: (1) The H/SIC Leases are in full force and effect and constitute a legal, valid and binding obligation of the respective tenants; (2) No tenant has an option to which such Seller is a party for all purchase the H/SIC Property or any portion thereof; (3) No renewal or expansion options have been granted to the tenants, except as provided in the H/SIC Leases; (4) To the H/SIC General Partner's knowledge, the H/SIC Partnership is not in material default under any of such Seller’s Property, other than the Leases H/SIC Leases; (5) The rents set forth on the H/SIC Rent Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedare being collected on a current basis and there are no arrearages in excess of one month, supplemented or otherwise modified except as disclosed indicated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached Exhibit "H/SIC Leases" hereto, and nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (ii30) contain the entire agreement between the relevant landlord days in advance; (6) The H/SIC Partnership has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and the applicable General Partner's knowledge, no tenant named therein with respect to is in default under its Lease, except as indicated in Exhibit "H/SIC Leases" hereto; (7) No action or proceeding instituted against the applicable leasehold interest. Except as H/SIC Partnership by any tenant is presently pending in any court; and (8) There are no security deposits other than those set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Exhibit "H/SIC Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto".

Leases. Such Seller has The Company holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesOwners' knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Company, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Owners' knowledge, except as set forth in Section 2.2(j) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Company; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(j) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Company has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(j) of the Disclosure Schedule; no assignment of the Company's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by the Company, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Owners' knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller has The Entity holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesContributors' knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(k) the Disclosure Schedule, the Entity, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Contributors' knowledge, except as set forth in Section 2.2(k) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Entity; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(k) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Entity has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(k) of the Disclosure Schedule; no assignment of the Entity's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(k) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by the Entity, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Attached hereto as Exhibit “D” is a complete list setting forth all leases in effect relating to the Property and all modifications and amendments to such leases (such leases, as modified and amended, being herein collectively referred to as the “Leases” or individually as “Lease”). Seller has made available delivered to the Buyer the leases, licenses Purchaser complete and occupancy agreements (including accurate copies of all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, Seller is the “landlord” under all tenant improvements of the Leases and owns unencumbered legal and beneficial title to all of the Leases and the rents and other construction work income thereunder, subject only to the collateral assignment of the Leases and rents thereunder in favor of the holder of an existing mortgage or deed of trust encumbering the Property, which mortgage or deed of trust shall be performed cancelled and satisfied by such Seller at the Closing. The lessees or tenants identified in the Leases are hereinafter collectively referred to as “Tenants” or individually as “Tenant”. To the best of Seller’s knowledge, there are no existing or uncured defaults by any Tenant or Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party Tenant has any purchase option, right of first refusal, right of first offer, right of reverter or similar right prepaid rent for more than the current month under such Leases Tenant’s Lease, or is entitled to any special work (collectively, “Lease Options”)not yet performed) or consideration (not yet given) in connection with its tenancy, except those Tenants for a tenant improvement allowance of $617,380 owed to BFS (the “BFS Allowance”) and any improvements or allowances in connection with BFS’ election to expand its premises. All commissions currently due and payable under, relating to, or as a result of the Leases have been cashed-out and paid and satisfied in full by Seller or by Seller’s predecessor in title to the Property, and no further commissions shall be due or payable as a result of any Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as any extension of the date term of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as or any expansion of the date hereof, space leased thereunder pursuant to any option contained in any Lease except as set forth disclosed on Schedule 3.2(c)(iii) attached heretoExhibit “E”.

Leases. Such Seller holds a valid and enforceable leasehold interest in the leased Real Property. Other than the Leased Real Property, Seller does not have any right, title or interest in or to any real property, whether owned or leased. Other than the Leased Personal Property, Seller does not have any leasehold interest in or to any personal property. Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer previously delivered true and complete copies of all Leases to Purchaser. The Leases are in full force and effect, are binding and enforceable against each of the Leases, as applicableparties thereto in accordance with their respective terms. Except as set forth on the attached Schedule 3.2(c)(i) attached hereto5.5, Seller has complied in all tenant improvements material respects with the provisions of each Lease, Seller is not in default under any such Lease, and other construction work no party to be performed by any such Seller under such Leases have been completed. There are no tenant inducement costs with Lease has failed to comply in any material respect to with, or is in default under, the Leases provisions of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the LeasesLease. No party to any Lease has advised the other party that it has repudiated any purchase optionof the Lease’s provisions; Seller has not assigned, right transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease; and all facilities leased or subleased under any Real Property Lease are supplied with utilities and other services necessary for the operation of first refusal, right of first offer, right of reverter such facilities. No property insurer or similar right body has made any recommendations to Seller regarding facilities leased or subleased under such Leases (collectivelyany Real Property Lease which has not been complied with. Seller has received no notice that the Business is in violation, “Lease Options”)which violation has not been cured, except those Tenants relating to the Lease Options referenced in Section 14.28 belowof local building codes, relating to the purchase of all ordinances or a portion of such Seller’s Property zoning laws, and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such which currently remains uncured that indicates that Seller has not received failed to obtain any Lease Termination Payments as license, permit, approval, certificate or other authorizations required by applicable statutes, laws, ordinances or regulations for the use and occupancy of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoLeased Real Property.

Leases. Such Seller has made available to Exhibit B contains a complete list of the Buyer the leasesLeases, licenses and occupancy agreements (including all amendments, guarantees thereof and security deposits, if in the form of a financial instrument (e.g. letter of credit) which, together with the Land Lease and the Building Lease constitute the only material Third Party Leases, or license or other written agreement for the use or occupancy of the Property to which Seller is a party and which will be binding on Purchaser following Closing, except to the extent of any terminations or modifications of the Leases entered into or occurring after the date hereof and supplements theretoexcept for any new leases or agreements entered into after the date hereof (all of which must be consented to in writing by the Purchaser). Attached hereto as Exhibit B is a rent roll in regard to the Leases (the “Rent Roll”). Additionally, as of the date hereof, in regard to the Leases, Seller represents that (i) neither Seller, nor to the best of Seller’s knowledge, any tenant is in default under any of the Leases; (ii) all payments of rent are current unless otherwise noted as set forth on the statements attached hereto as Exhibit C; (iii) the tenants have not paid rent more than one (1) month in advance; (iv) to the best of Seller’s knowledge, the Leases are in full force and effect; (v) to the best of Seller’s knowledge, Seller, has to date discharged all of its material obligations pursuant to the Leases and has not undertaken any construction obligation with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than as contained in the Leases, which will be binding upon Purchaser; (vi) Seller has no obligation to make any payment to the tenants pursuant to the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases or any other agreement (i) have not been amended, supplemented or otherwise modified except non-delinquent customary reconciliations as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect required pursuant to the applicable leasehold interest. Except Lease not yet due and payable); (vii) to the best of Seller’s knowledge the tenants have no offsets, or right to make deduction against rent and/or additional rent other than as set forth in the Delinquency ReportLeases or by law; (viii) the tenants do not have any option, to Sellers’ Knowledge as right of the date first offer, right of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets first refusal or any renewal thereof other agreement to acquire the Property or any interest therein or any interest in Seller, except as may be set forth in the Leases. No party ; (ix) Seller has any purchase optioneither delivered or made available to Purchaser or its representatives, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto files containing correspondence from the tenants in Seller’s possession, custody or in the Delinquency Report, as of the date of this Agreementcontrol, (ix) such there are no subleases entered into by third-party tenants presently encumbering the Property to which Seller has not consented or of which Seller has received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereoftenants, except as set forth on Schedule 3.2(c)(iiiExhibit B, (xi) attached heretothere are no unpaid outstanding leasing commissions currently due by Seller with respect to the Leases, (xii) all tenant improvement allowances, if any, payable by Seller with respect to the Leases have been paid to the tenants and (xiii) all tenant improvement work required under the Leases to be performed by Seller to date, if any, has been performed. As of the date hereof, copies of the Leases delivered to Purchaser by Seller are true and complete copies of such Leases. As of the date hereof, the information on the Rent Roll is true and correct in all material respects.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements theretoa) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases The information set forth on Schedule 3.2(c) attached heretoExhibit A-2 is true and correct. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true True and complete copies of the Leases, as applicabletogether with all amendments and waivers thereto (whether written or oral), have been provided to Purchaser. The Leases are in full force and effect, are free from any claims, liabilities or Liens and are unimpaired by any acts or omissions of Seller, its agents, assignees and licensees, except for any claims or liabilities that, individually or in the aggregate, will not have a material adverse effect on the Leases or on Seller's ability to consummate the Transactions. Except as set forth in Section 3.5 of the Disclosure Schedule, since entering into the Leases, Seller has complied in all material respects with all of the terms and conditions of the Leases except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on Schedule 3.2(c)(i) attached hereto, all tenant improvements the Leases or on Seller's ability to consummate the Transactions. Seller's operations and other construction work activities pursuant to be performed by such Seller under such the Leases have been completedat all times conducted in material compliance with the Communications Act of 1934, as amended, and the FCC Rules except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on any of the Licenses, the Leases or on Seller's ability to consummate the Transactions. (b) Seller has paid all taxes and other charges assessed against the Assets, including but not limited to, against any EBS transmission facilities. There are no tenant inducement costs Seller has also paid all other taxes, assessments and fees due from Seller or any Lessor as a result of the use of capacity on the Channels covered by the Licenses by Seller and the provision of services by Seller or any of Seller's sublessees over the Channels, including but not limited to any regulatory fees and required contributions of any Lessor to the Universal Service Fund under the Telecommunications Act of 1996 and the FCC Rules, except for taxes, assessments or fees, if any, with respect to the Leases services provided by Lessors to Lessors themselves and to any educational institution or not-for-profit organization or site with which Lessors are working in furtherance of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default educational goals approved by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoLessors.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available (a) The rent roll and supporting schedules attached hereto as Schedule 5.10 (collectively, the “Rent Roll”) is true, correct and complete and contains a true, correct and complete list of all tenants, licensees and other occupants leasing or otherwise occupying any portion of the Project pursuant to the Buyer the leases, licenses and occupancy agreements affecting the Project as of the date of this Agreement (including all amendmentscollectively, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto“Leases”). There are no leases, subleases, licenses leases or other agreements for the use or occupancy agreements to which such Seller is a party for of all or any portion of such Seller’s Property, the Project binding on the Partnership or the Property other than the Leases set forth on Schedule 3.2(c) attached heretoLeases. Such Leases (i) The TPG Parties have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect made available to the applicable leasehold interestBOP Parties true, correct and complete copies of all Leases. Except as set forth in The Partnership is the Delinquency Reportlandlord under each Lease and has not made any assignment of any interest therein, to Sellers’ Knowledge as except under the Loan Documents. As of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof are in full force and effect and except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency ReportRent Roll, as of the date of this Agreement, the TPG Parties have not given to, or received from, any tenant any written notice of default or outstanding claim or audit request that has not been satisfied, cured or settled under the applicable Lease. No tenant has any option to purchase the Project or any portion thereof. No tenant has a right of first refusal or right of first offer with respect to space at the Project or any portion thereof (except as set forth in the Leases with respect to the leasing of space). No tenant has the right to consent to the transactions contemplated by this Agreement. (b) Except as set forth in the Rent Roll (i) such Seller has not received any written notice from any no tenant under a Lease claiming landlord is entitled to rental concessions, set-offs or abatements (except in default in its obligations as landlord under such Lease connection with damage or condemnation of the Property) and (ii) no tenant is entitled to Sellers’ Knowledgeany tenant improvement allowance. (c) Except as set forth in the Rent Roll, there exists are: (i) no default by leasing brokerage commissions (or unpaid installments thereof) with respect to any tenant under any such Lease. Such Seller has not received any Lease Termination Payments of the Leases which are as of the date hereofof this Agreement due and payable; (ii) no leasing brokerage commissions due or payable in the future (other than leasing brokerage commissions with respect to future renewals, except extensions or expansions by tenants pursuant to Leases which are either (a) set forth in Leases, or (b) are market rate commissions due or payable in the future to persons or entities not affiliated with any of the TPG Parties); and (iii) no commissions due or payable in the future with respect to the sale of the Project or portion thereof to any tenant thereof. A true, correct and complete copy of the existing Management and Leasing Agreement between the Partnership and TPG Parent has been delivered to the BOP Parties. (d) Except as set forth on Schedule 3.2(c)(iiiin the Rent Roll, there is no tenant improvement work (“Ongoing Tenant Improvement Work”) attached heretocurrently required as of the date hereof to be performed by the Partnership under any Lease or for which the Partnership is currently required as of the date hereof under any Lease to reimburse any tenant or grant any allowance in favor of any tenant which has not been completed and/or the costs of which have not been paid or allowed.

Leases. Such Seller Borrower has made available delivered to the Buyer Agent true copies of the leases, licenses Leases and occupancy agreements (including all amendments, modifications any amendments thereto relating to the Mortgaged Property. An accurate and supplements thereto) complete Rent Roll as of the date of inclusion of the Mortgaged Property in the Collateral with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or Leases of any portion of such Seller’s Propertythe Mortgaged Property has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements between Borrower or any predecessor of Borrower and the tenants relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedpartial rent, supplemented rebate of rent payments, credit, offset or otherwise modified deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as disclosed reflected in the documents referenced on Schedule 3.2(c) attached hereto such Leases or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestsuch Rent Roll. Except as set forth in the Delinquency ReportSchedule 6.22, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionreflected therein are, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as set forth reflected in Schedule 6.22, Borrower has not given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there is no basis for any such claim or notice of default by any tenant. No property other than (i) the Mortgaged Property and (ii) that certain land designated as Phase III, Ashburn Corporate Center (formerly known as Ashburn Business Park), Ashburn, Virginia, as depicted on Schedule 3.2(c)(iiithe master plan attached as Exhibit H to the Yahoo! Lease and that certain data center facility known as ACC5 Phase I, located in Ashburn Corporate Center, Ashburn, Virginia referenced in the Yellowpages Letter Agreement is necessary to comply with the requirements (including, without limitation, parking requirements) attached heretocontained in any Lease. With respect to that certain Lease dated October 15, 2007 between Borrower, as landlord, and JPS Holdings, Inc., a California corporation d/b/a Net2ez (“JPS”), as tenant (the “JPS Lease”), Borrower represents and warrants that (a) it did not exercise its right within the time-frame under the JPS Lease to purchase twenty-five percent (25%) of the equity interests in JPS and thus, under the terms of the JPS Lease Borrower has the right to terminate the JPS Lease and (b) Borrower has not terminated, and has no intention of terminating, the JPS Lease.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c2.9(a) attached hereto. There are no leaseshereto sets forth a true, subleasescorrect and complete list as of the date hereof of all leases of real estate, licenses or other occupancy agreements identifying separately each ground lease, to which such the Seller is a party for all as lessee or any portion of such Seller’s Property, other than tenant or which the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed Seller uses in the documents referenced on operations of the Business. Schedule 3.2(c2.9(b) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set sets forth in the Delinquency Report, to Sellers’ Knowledge as a list of the date all leases of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to real estate which the Buyer true will assume pursuant to this Agreement (the "Leases") . True, correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and, except as applicableset forth on Schedule 2.9(b) attached hereto, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i2.9(b) attached hereto, all tenant improvements and other construction work there has not occurred any event which would constitute a material breach of any Lease by either party thereto, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach. The Seller is not obligated to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets pay any leasing or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants brokerage commission relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofand, except as set forth on Schedule 3.2(c)(iii2.9(b) attached hereto, will not have any enforceable obligation to pay any leasing or brokerage commission upon the renewal or extension of any Lease. No material construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by any party under any Lease. The Seller has fulfilled all material obligations required pursuant to the Leases to have been performed by the Seller and has no reason to believe that it will be unable to perform, when due, all of its remaining obligations under said Leases after the date hereof to the Closing. There is no pending or, to the best of the Seller's knowledge, threatened eminent domain taking or condemnation that will or may affect any of the properties that are the subject of the Leases (the "Leased Premises").

Leases. Such Seller has made available to the Buyer the Schedule 3.3(c)(i) attached hereto sets forth a true, correct and complete list of all leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, the Properties other than the Short Term Leases set forth on Schedule 3.2(c) attached hereto(collectively, the “Leases”), which includes the name of each Tenant. Such Leases (i) constitute all of the leases relating to the Properties (other than the Short Term Leases) under which one of the Owner Entities is the holder of the landlord’s interest, (ii) have not been amended, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto3.3(c)(i), and (iiiii) contain the entire agreement between the relevant landlord applicable Owner Entity and the applicable tenant tenants named therein with respect to the applicable leasehold interesttherein. Except as set forth in the Delinquency Report, to Sellers’ Knowledge (A) fixed rent, additional rent, percentage rent, overage rent and all other rental obligations, as of the date of this Agreementapplicable, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction, and (B) no rent payable thereunder has been paid more than 30 days in advance. Such Seller has made available to the Buyer true True and complete copies of the Leases, as applicableLeases have been delivered (or made available) to Buyer. Except as set forth on Schedule 3.2(c)(i) attached hereto3.3(c)(ii), all tenant improvements and other construction work to be performed by such the Companies or Seller under such Leases have has been completed. There Except as set forth on Schedule 3.3(c)(ii), there are no tenant inducement costs with respect to the such Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leaseswhich have not been paid. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right or option under such Leases in connection with all or any portion of any Property (collectively, “Lease Options”), except those Tenants as set forth on Schedule 3.3(c)(iii) and other than as it relates to any right of first refusal, option or right of first offer relating to the Lease Options referenced in Section 14.28 below, relating leasing other portions of a Property pursuant to the purchase of all or a portion terms of such Sellertenant’s Property and listed on Schedule B attached heretoLease. Except as it relates to such tenants identified in the Delinquency Report, neither Seller nor any Owner Entity has given or received any written notice of any breach or default under any Lease which has not been cured. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge3.3(c)(iv), there exists no default or event which, with the giving of notice or passage of time, or both, would constitute a default by any tenant the applicable Owner Entity, as landlord under any such the relevant Lease, or to the Seller’s Knowledge with respect to the applicable Tenant. Such Seller has not received any Lease Termination Payments Attached hereto as Schedule 3.3(c)(v) is a true, correct and complete rent roll with respect to the Leases at the Properties. Except as set forth on Schedule 3.3(c)(vi), there are no pending rent audits as of the date hereof, except . Schedule 3.3(c)(vii) sets forth all outstanding Leasing Costs as set forth on Schedule 3.2(c)(iii) attached heretoof the date hereof payable by Seller or the Owner Entities related to any of the Leases.

Leases. Such Seller has made available to (A) EXHIBIT B is a true and complete list of all of the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses Leases or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestagreements. Except as set forth in the Delinquency ReportLeases, there are no options to Sellers’ Knowledge as expand, rights of first refusal, options to terminate without cause of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected Subsidiary which is the landlord under such Lease, options to renew, options to purchase, or any rent abatements given to any of the Tenants after the Tenants are in occupancy and paying rent. (B) To the best of Seller's knowledge, each of the Leases without offset, counterclaim or deduction. Such Seller has made available is in full force and effect according to the Buyer true terms set forth therein, and complete copies has not been modified, amended, or altered, in writing or otherwise, except as set forth in EXHIBIT B. (C) Neither Seller nor any Subsidiary has received written notice from any Tenant under the Leases of any unperformed obligation of the landlord under any of the Leases, as applicableincluding, without limitation, failure of the landlord to construct any required tenant improvements. Except as set forth on Schedule 3.2(c)(i) attached heretoNeither Seller nor any Subsidiary has been advised in writing of any claims or disputes giving rise to any setoff by any Tenant under the Leases. To the best of Seller's knowledge, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, all tenant improvement allowances have been paid and all tenant improvements have been completed. (D) To the best of Seller's knowledge, no Tenant under any of the Leases is in default under its Lease (beyond any applicable grace or cure period), and there are no rent delinquencies of more than thirty (30) days. (E) There are no brokers' commissions, finders' fees, or other charges payable or to become payable to any third party on behalf of Seller as a result of or in connection with the Leases, including, without limitation, any unexecuted options to expand or renew, except as set forth on Schedule 3.2(c)(iiiEXHIBIT C attached hereto and made a part hereof, and except as set forth in the Master Lease. (F) attached heretoNo Tenant has provided to Landlord a letter of credit securing such Tenant's obligations under its Lease.

Leases. Such Seller (a) The Company and its Subsidiaries do not own any real property. Schedule 5.11(a) specifically sets forth a list of all leases, licenses, permits, subleases and occupancy agreements, together with all amendments thereto, with respect to all properties in which the Company and its Subsidiaries have a leasehold interest, whether as lessor or lessee (each, a "Lease" and collectively, the "Leases"; the property covered by Leases under which the Company is a lessee is referred to herein as the "Leased Real Property"). No option has made available been exercised under any of such Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered to the Buyer with the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties corresponding Lease. Except as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases specifically set forth on Schedule 3.2(c5.11(a) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between transactions contemplated by this Agreement do not require the relevant landlord and consent or approval of the applicable tenant named therein with respect other party to the applicable leasehold interest. Leases. (b) Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as specifically set forth on Schedule 3.2(c)(i) attached hereto5.11(b), all tenant improvements no Lease has been modified or amended in writing and other construction work no party to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs any Lease has given the Company written notice of or made a claim with respect to the Leases of such Seller’s Transferred Assets any breach or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases default. (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. c) Except as specifically set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report5.11(c), as none of the date Leased Real Property is subject to any sublease, license or other agreement granting to any Person or entity any right to the use, occupancy or enjoyment of this Agreementsuch property or any portion thereof. All improvements on the Leased Real Property and the operations therein conducted conform to all applicable health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations, Permits and other regulations (i) such Seller including, without limitation, the Americans with Disabilities Act), except for nonconforming uses or violations that do not and will not materially interfere with the present use, operation or maintenance thereof by the Company as now used, operated or maintained or access thereto, and that do not and will not materially affect the value thereof, and the Company has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretocontrary.

Leases. Such Seller has made available The Manufacturer authorizes Affiliated to operate a lease program as provided in this Agreement, pursuant to which Affiliated will offer to prospective customers of Manufacturer, lease agreements ("Leases") containing the Manufacturer's name and logo. It is agreed that, although Manufacturer's name and logo will appear on the Leases, Affiliated will be identified as the Lessor on all documents executed pursuant to this Agreement and that Manufacturer shall have no ownership rights in or to the Buyer Leases, related documents or Goods. At the leasestime Affiliated enters into a lease with the customer, licenses Manufacturer and occupancy agreements (including all amendmentsAffiliated will execute appropriate sale documentation, modifications and supplements thereto) with respect wherein Manufacturer will transfer clear title to the Properties as described Goods and provide its limited warranty to Affiliated. In exchange, Affiliated will pay Manufacturer in full for the Goods transferred. Manufacturer further agrees that all payments from Lessees made under the Leases shall be the property of Affiliated. Manufacturer further agrees that Affiliated shall have the first right of refusal on Schedule 3.2(c) attached hereto. There are no leasesall lease proposals wherein a prospective Lessee requests a lease arrangement while this Agreement is in effect, subleasesprovided, licenses or other occupancy agreements to which such Seller is however, Affiliated agrees that if the prospective Lessee has a party for all or any portion preference of such Seller’s Property, leasing the Goods from a company other than Affiliated, then in that case, the Leases set forth on Schedule 3.2(c) attached heretoproposed Lessee will be allowed to use his/her preferred leasing company. Such Leases (i) have not been amendedAffiliated shall be responsible for executing the Leases, supplemented or otherwise modified except as disclosed in billing and collecting payments from Lessees and taking any action including legal action necessary to enforce the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as terms of the date Leases. For purposes of this Agreement, Fixed Rent "Goods" means the personal property purchased by Affiliated hereunder, together with any accessories, attachments, parts and Additional Rent are currently being collected under repairs now or hereafter incorporated in or affixed to or used in connection with such Leases without offset, counterclaim or deductionGoods. Such Seller has made available to and includes Goods substituted for the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretooriginal Goods leased.

Leases. Such Seller (a) The Partnership has made available previously delivered to Purchaser the Buyer rent roll for each property included in the Partnership Owned Property as of April 12, 2004 described in Section 3.19(a) of the Partnership Disclosure Letter (the "Tenant Rent Roll") and the information set forth in the Tenant Rent Roll is correct and complete in all material respects as of the date thereof. All leases, subleases, licenses and other occupancy agreements affecting the Partnership Real Property (other than the leases pursuant to which the Partnership or any Subsidiary leases from third parties the Partnership Leased Property) (the "Partnership Leases") as of the date of the Tenant Rent Roll are set forth on the Tenant Rent Roll. (b) The Partnership has previously delivered to Purchaser true, complete and correct copies of all of the Partnership Leases and all of the brokerage agreements to which it is a party, including all amendments, modifications and supplements thereto. (c) with respect Except as expressly set forth in Section 3.19(c) of the Partnership Disclosure Letter, there are no adverse or other parties in possession of the Partnership Real Property, or of any part thereof, except the Partnership (and the Subsidiaries) and tenants or licensees under the Partnership Leases, and no party has been granted any license, lease or other right relating to the Properties as described on Schedule 3.2(cuse, occupancy or possession of the Partnership Owned Property, or any part thereof, except tenants or licensees under the Partnership Leases. (d) attached hereto. There are no leasesThe Tenant Rent Roll together with Section 3.19(d) of the Partnership Disclosure Letter contains a true, subleasescomplete and accurate list of each tenant under a Partnership Lease and summary of the economic terms of each Partnership Lease including the fixed or minimum rent and additional rent payable throughout the term, licenses the percentage of operating expenses and Taxes, operating expense and Tax stops, the amount currently payable in connection with operating expenses and/or Taxes, the security deposit and the other material terms, the demised premises, the term, any abatement, set-off, renewal, extension, purchase, termination, expansion, contraction, or exclusive rights or other occupancy agreements rights to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases lease. (e) Except as expressly set forth on Schedule 3.2(cin Section 3.19(e) attached hereto. Such Leases of the Partnership Disclosure Letter or the Tenant Rent Roll: (i) each Partnership Lease is in good standing and in full force and effect, and the economic and other material terms (e.g., term and renewal, termination, expansion and contraction options) of the Partnership Leases have not been amended, modified, or supplemented or otherwise modified except as disclosed in any way that has not been shown on the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and Tenant Rent Roll; (ii) contain the entire agreement between Partnership Leases constitute all written and oral agreements of any kind for the relevant landlord and the applicable leasing, rental, or occupancy of any tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or space constituting a portion of such Seller’s the Partnership Owned Property and listed have been duly executed and delivered on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iibehalf of tenants pursuant to proper authority therefor; (iii) attached hereto each Partnership Lease constitutes a legally valid instrument binding and enforceable upon the tenant thereunder in accordance with its terms, subject to equitable principles of general application (whether in a proceeding at law or in equity) and applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Delinquency Report, as rights of creditors generally and the exercise of judicial discretion. (iv) no rental under any Partnership Lease has been collected in advance of the date of this Agreementcurrent month, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is and there are no refunds, credits, concessions, bonuses, free months' rental, rebates, finish-out allowances in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by or other agreements or matters affecting the rental for any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as Partnership Leases; (v) the Partnership is the owner of the date hereofentire lessor's interest in and to each of the Partnership Leases, subject to the Permitted Encumbrances, and none of the Partnership Leases or the rentals or other sums payable thereunder has been assigned or otherwise encumbered except as set forth security for the loans that are presently secured by liens and security interests in the Partnership Owned Property identified in Section 3.18(n) of the Partnership Disclosure Letter; (vi) no tenant has asserted any claim that would materially affect the collection of rent from such tenant; (vii) none of the Partnership, any of the Subsidiaries, any tenant or any licensee is in default or breach of a Partnership Lease and no tenant or licensee has any right to credits, offsets or deductions under its Partnership Lease; (viii) to the Partnership's and the Subsidiaries' knowledge, there are no facts or circumstances which with notice, the passage of time or both would constitute a default under any Partnership Lease by the Partnership, any Subsidiary, any tenant or licensee; (ix) neither the Partnership nor any Subsidiary has received written notice of and, to the Partnership's and the Subsidiaries' knowledge, there is no insolvency or bankruptcy proceeding (pending, contemplated or threatened) involving any such tenant; (x) all of the Partnership Leases are the result of bona fide arms-length negotiations between the parties; (xi) none of the rents or other charges billed to or collected from any tenant violate any Legal Requirements; (xii) the Partnership and the Subsidiaries have delivered, and each tenant or licensee under a Partnership Lease has accepted, its premises; (xiii) other than customary ongoing maintenance and repair obligations, any work and all other improvements to the premises demised under a Partnership Lease required to be furnished or constructed by the lessor thereunder pursuant to its terms have been completed and any lease buyout costs and/or design allowances, construction allowances or other allowances to which the tenant or licensee thereunder may now or thereafter be entitled have been paid in full; (xiv) all leasing fees and commissions pertaining to the Partnership Leases have been paid in full; (xv) none of the Partnership Leased Property is leased by the Partnership to third parties; (xvi) the lessor's liability under each Partnership Lease is limited to its interest in the Partnership Owned Property to which such Partnership Lease pertains; and (xvii) each Partnership Lease and the tenant's rights thereunder are (or at landlord's election, can be made) subject and subordinate to the lien of any mortgage, deed of trust, deed to secure debt, ground or underlying lease now or hereafter encumbering the applicable Partnership Owed Property subject only to the holder thereof agreeing not to disturb such tenant's occupancy on Schedule 3.2(c)(iii) attached heretocustomary terms.

Leases. Such Seller The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. The Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder. No Person has made available any possessory interest in the Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses Leases (and occupancy agreements any existing subleases thereunder). As of the date hereof (including all amendments, modifications i) Borrower is the owner and supplements theretoholder of the landlord's interest under each Lease; (ii) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all prior assignments of the landlord's interest in any Lease or any portion of such Seller’s PropertyRents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), other than dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases set forth on Schedule 3.2(c) attached hereto. Such have been delivered by Borrower to Lender and the Leases (i) have not been further modified or amended, supplemented or otherwise modified except as disclosed to Lender in the documents referenced writing on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect prior to the applicable leasehold interest. Except as set forth date hereof; (iv) each Lease is in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent full force and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(ieffect; (v) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases Loan (collectively, “Lease Options”the "TENANT ESTOPPELS"), except those Tenants relating neither Borrower nor, to the Lease Options referenced in Section 14.28 belowBorrower's knowledge, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received Lease is in default under any Lease Termination Payments as of the date hereofmaterial terms, covenants or provisions of the Lease, and, except as set forth on Schedule 3.2(c)(iii) attached hereto.disclosed to Lender in writing, Borrower knows of no event which, but

Leases. Such Seller has made available to (a) Schedule 3.12(a) sets forth a list of the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretoLeases currently in effect. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Each Lease is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, valid and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicablesubsisting lease. Except as set forth on Schedule 3.2(c)(i) attached hereto3.12(a)(i), all tenant improvements and other construction work to be performed by such Seller the Company is not in material breach or default under such Leases have been completed. There are no tenant inducement costs with respect any Lease and, to the Leases Knowledge of such Seller’s Transferred Assets the Seller Parties, no event of default by any other party to a Lease has occurred that has had or any renewal thereof except as may be set forth would, individually or in the Leasesaggregate, reasonably be expected to have a material adverse effect on the Property. No party has any purchase optionEach Lease is valid, right of first refusalbinding and in full force and effect against the Company and, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 belowKnowledge of the Seller Parties, relating to against each of the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoother parties thereto. Except as set forth on Schedule 3.2(c)(ii3.12(a)(ii), true, complete and correct copies of all Leases, any amendments thereto and any currently effective forbearance agreements (or their equivalent) attached hereto or with respect thereto have been made available to the Purchaser Parties in the Delinquency ReportData-Room. (b) No leasing commission remains payable by the Company in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised. (c) Except as set forth on Schedule 3.12(c), there are no unexpired option agreements, rights of first offer, right of first refusal, or the equivalent with respect to the Company or the Property or any portion thereof other than those (i) where the beneficiary of such option or right is obligated to exercise such option or right at a fair market value of the Property, (ii) contained in the Leases or (iii) which are disclosed in real estate public records. (d) Attached hereto as Exhibit K and by this reference made a part hereof, is a true and accurate rent roll, as of the date hereof, for the Property (the “Rent Roll”), which lists, based on each Lease (including all addenda, supplements and modifications thereof), each Tenant, the approximate gross leasable critical load power for each Tenant, the Lease commencement and expiration dates for each Tenant, the annual or monthly Fixed Rent and Operating Expenses (and or taxes or other charges (including utility payments) payable by such Tenant). Exhibit K also sets forth all annual or monthly Fixed Rent and Operating Expenses (or other taxes or charges) currently due and owing (but unpaid) for each Tenant, and the security deposit held by the Company for each Tenant (if any). (e) Neither the Company nor Interest Seller has received any written notice of this Agreementdefault which remains uncured from the tenant under any of the Leases as to the obligations of the Company as landlord under any such Leases. To the Knowledge of the Seller Parties there are no outstanding work obligations or tenant improvements required to be performed by the landlord under the existing Leases which will not be completed by the Closing. Except as set forth on Schedule 3.12(e), there is no pending litigation or proceedings brought by Company or Interest Seller against any Tenant or by any Tenant against Company or Interest Seller. (if) such To the Knowledge of the Seller Parties, other than the Leases, no party has been granted any lease, material license, and/or other rights relating to the use or possession of any portion of the Property. (g) There are no tenant allowances (payments required to be made by Company, as landlord, to a Tenant, including reimbursements for tenant improvements made by a Tenant) or inducement costs, prepaid Rents, rent concessions or abatements due to any of the Tenants shown on said Rent Roll that may be payable after the Closing Date. (h) The Company has not received any written notice that there is any action, voluntary or involuntary, pending against any Tenant under the bankruptcy or insolvency or similar federal or state statute. (i) All reconciliations with the Tenants for any prior calendar years (2015 or earlier) as to the payment of their pro rata share of CAM charges have been completed, including if applicable, the payment of any refund to a Tenant or any credit to be granted against rent payments due and owing under their Lease, and none of the Company or Interest Seller has received any written notice from any tenant under a Lease claiming landlord is of the Tenants in default in its obligations as landlord under which such Lease and (ii) to Sellers’ KnowledgeTenant claims that it has overpaid Operating Expenses which, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set remains outstanding or unresolved. (j) Neither Company nor Interest Seller has received any written request by any Tenant to assign its Lease or to sublease its leased premises or part thereof that is under consideration by Company or Interest Seller. (k) Schedule 3.12(k) sets forth on Schedule 3.2(c)(iiia true and correct list of all current written offers to lease any part of the Property which are under consideration by Company or Seller Parties. For the avoidance of doubt none of the Seller Parties makes any representation or warranty regarding the validity, enforceability or binding nature of any such offer. (l) attached heretoTrue and complete copies of the following have been posted to the Data-Room: (i) accounts receivable and arrears report for Rent and other payments under the Leases for the past two (2) years; (ii) a current budget for payment of common area operating expenses and taxes; and (iii) a list of any capital improvements completed by the Company or Seller Parties within the last twelve (12) months.

Leases. Such Seller has made available Borrower represents and warrants to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs Lender with respect to the Leases of such Seller’s Transferred Assets or that: (a) the rent roll attached hereto as SCHEDULE I is true, complete and correct in all material respects and the Property is not subject to any renewal thereof Leases other than the Leases described in SCHEDULE I, (b) except as may be set forth otherwise disclosed in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter estoppel certificates delivered to Lender in connection with the Loan or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iiSCHEDULE VII, the Leases identified on SCHEDULE I are in full force and effect and, to the best of Borrower's knowledge, there are no material defaults thereunder by either party, (c) attached hereto or in the Delinquency Reportcopies of those Leases which were delivered to Lender are true and complete and, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofall Major Leases, except as set forth on Schedule 3.2(c)(iiimay otherwise be disclosed in said estoppel certificates, there are no material oral agreements with respect thereto and, as to all other Leases, to the best of Borrower's knowledge and except as may otherwise be disclosed in said estoppel certificates, there are no material oral agreements with respect thereto, (d) attached heretono Rent (including security deposits) has been paid more than one (1) month in advance of its due date, except by Leading Market Technology, which has paid Rent through December 31, 2000, (e) all work to be performed to date by Borrower under each Lease has been performed as required and, if completed, except as may otherwise be disclosed in said estoppel certificates, to the best of Borrower's knowledge, has been accepted by the applicable Tenant, and (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been given to such Tenant, except as to those which are to be provided to a Tenant after the date hereof pursuant to such Tenant's Lease.

Leases. Such Seller The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To ▇▇▇▇▇▇▇▇’s knowledge, no Person other than Senior Borrower has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, licenses (1) the current Leases are in full force and occupancy agreements effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (including all amendments, modifications and supplements thereto2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the Properties following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as described of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”), (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding, (5) except as disclosed thereon, no Tenant listed on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26-A has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B 4.1.26-C attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as None of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord Tenants holding leasehold interests with to the Property is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoAffiliated with Borrower.

Leases. Such Seller has made available to (a) All leases of Property leased or subleased by or for the Buyer the leases, licenses use or benefit of any Stock Company Entity and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties leases as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller any Stock Company Entity is a party for all the lessee or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretosublessee, and all amendments and modifications thereof, are listed on SCHEDULE 2.17A (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Reporttrue, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true correct and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases which have been completed. There are no tenant inducement costs with respect delivered to the Leases of Buyer). All such Seller’s Transferred Assets leases are valid, binding and in full force and effect and are enforceable by the applicable Stock Company Entity in accordance with their terms and have not been modified or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofamended, except as set forth in SCHEDULE 2.17A; each applicable Stock Company Entity has performed all material obligations required to be performed by it to date under each such lease, and there has been no material breach or default under any such leases by any Stock Company Entity, or, any other party thereto, nor any such breach or default by any Stock Company Entity, or any other party thereto which with notice or lapse of time or both would constitute an event of default thereunder. (b) All leases of Property leased or subleased by or for the use or benefit of third parties to which any Stock Company Entity is a party, and any and all amendments thereto and modifications thereof, are listed on Schedule 3.2(c)(iiiSCHEDULE 2.17B (true, correct and complete copies of which have been delivered to the Buyer) attached heretoall such leases are valid, binding and in full force and effect and are enforceable by the applicable Stock Company Entity in accordance with their terms and have not been modified or amended, except as set forth in SCHEDULE 2.17B; no such lease, nor any other agreement relating to the Property, contains any option or right (conditional or otherwise) to extend the term thereof or to purchase all or any part of the Property or any rights therein; each applicable Stock Company Entity has performed all material obligations required to be performed by it to date under each such lease; and there has been no material breach or default (or event which with notice or lapse of time or both would constitute an event of default) under any such lease by any Stock Company Entity, or any other party thereto.

Leases. Such Seller has made available to the Buyer the (a) Schedule 5.11(a)(i) sets forth a list of all leases, licenses subleases and occupancy agreements (including agreements, together with all amendments, modifications amendments and supplements thereto) , with respect to all properties in which the Properties Seller has a leasehold interest, whether as described on Schedule 3.2(c) attached hereto. There lessor or lessee and which are no leasesused in connection with the Business (each, subleasesa “Lease” and collectively, licenses or other occupancy agreements to the “Leases”; the real property covered by Leases under which such the Seller is a party for all or any portion of such Seller’s lessee is referred to herein as the “Leased Real Property, other than the Leases set forth on Schedule 3.2(c) attached hereto”). Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such The Seller has made available furnished to the Buyer true true, correct and complete copies of the all Leases. No option has been exercised under any of such Leases, as applicableexcept options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered to the Buyer with the corresponding Lease. Except as set forth on Schedule 3.2(c)(i5.11(a)(ii) attached hereto, all tenant improvements and the transfer of the Leases to the Buyer does not require the consent or approval of the other construction work party to the Lease, nor will such transfer violate any Lease or cause the Seller to be performed by such in default under any Lease. (b) Each Lease is in full force and effect, and no Lease has been modified or amended except pursuant to an amendment referred to on Schedule 5.11(a)(i). Neither the Seller under such Leases have been completed. There are no tenant inducement costs nor any other party to a Lease has given to the other party written notice of or has made a claim with respect to the Leases of such Seller’s Transferred Assets any breach or default. The Seller is not in default under any renewal thereof except as may be set forth in the Leases. No party has any purchase optionLease and, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as best knowledge of the date of this AgreementSeller, no other party to a Lease is in default. (ic) such The Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoLeased Real Property.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c2.8(a) attached hereto. There are no leaseshereto sets forth a true, subleasescorrect and complete list as of the date hereof of all leases of real estate, licenses or other occupancy agreements identifying separately each ground lease, to which such the Seller is a party for all as lessee or any portion of such Seller’s Property, other than tenant or which the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed Seller uses in the documents referenced on operations of the Business. Schedule 3.2(c2.8(b) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set sets forth in the Delinquency Report, to Sellers’ Knowledge as a list of the date all leases of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to real estate which the Buyer true will assume pursuant to this Agreement (the "Leases"). True, correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and, except as applicableset forth on Schedule 2.8(b) attached hereto, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i2.8(b) attached hereto, all tenant improvements there has not occurred any event which would constitute a material breach of or material default in the performance of any material covenant, agreement or condition contained in any Lease by either party thereto, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a material breach or material default. The Seller is not obligated to pay any leasing or brokerage commission relating to any Lease and will not have any enforceable obligation to pay any leasing or brokerage commission upon the renewal or extension of any Lease. No material construction, alteration or other construction leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by such any party under any Lease. Seller under such Leases have been completed. There are no tenant inducement costs with respect has fulfilled all material obligations required pursuant to the Leases to have been performed by Seller. None of such Seller’s Transferred Assets or the Leases imposes any renewal thereof except restrictions that would materially interfere with the continued operation of the business as may be set forth in currently conducted on any of the properties that are the subject of the Leases. No party has any purchase optionThere is no pending or, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as best of the date of this AgreementSelling Parties' knowledge, (i) such Seller has not received threatened eminent domain taking or condemnation that will or may affect any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoproperties that are the subject of the Leases.

Leases. Such Seller has made available to To the Buyer the leasesbest of Seller's knowledge, licenses and occupancy agreements (including all amendmentstrue, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true correct and complete copies of all of the leases of the Property and any amendments thereto (collectively, the "Leases") have been delivered to Purchaser. To the best of Seller's knowledge, attached hereto as Exhibit B is a description of all of the Leases and a current rent schedule ("Rent Schedule") covering the Leases. To the best of Seller's knowledge, as applicablethere are no leases or tenancies of any space in the Property other than those set forth in Exhibit B or any subleases or subtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit B or elsewhere in this Agreement, to the best of Seller's knowledge: (i) the Leases are in full force and effect and constitute a legal, valid and binding obligation of Seller and are assignable by Seller to Purchaser; (ii) no tenant has an option to purchase the Property; (iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of Seller's knowledge, Seller is not in default under the Leases; (v) the rents set forth on the Rent Schedule 3.2(c)(iare being collected on a current basis and there are no arrearages in excess of one month nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) attached hereto, days in advance; (vi) all work for tenant improvements alterations and other construction work to be performed or materials contracted for by such Seller under such Leases and any tenant has been completed by Seller, and all work and materials have been completed. There fully paid for; (viii) Seller has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and to the best of Seller's knowledge, no tenant is in default under its Lease; (ix) no action or proceeding instituted against Seller by any tenant is presently pending in any court; and (x) there are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be security deposits other than those set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.Exhibit B.

Leases. Such Seller has made available Except as disclosed in the estoppel certificates delivered to the Buyer Administrative Agent prior to the leasesClosing Date, licenses and occupancy agreements in those certain Aged Delinquencies reports for each Project dated March 10, 2008 provided to the Administrative Agent prior to the Closing Date, or (including all amendmentsas to items (2) through (10) below) the rent rolls for each Project attached hereto as Schedule 7.22, modifications and supplements thereto) with respect to the Properties Leases (which term, for the purposes of this Section 7.22 is limited to tenant leases): (1) the rent rolls attached hereto as described on Schedule 3.2(c7.22 are true, correct and complete and the Leases referred to thereon are all valid and in full force and effect; (2) attached hereto. There the Leases (including Modifications thereto) are in writing, and there are no leasesoral agreements with respect thereto; (3) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, subleasescorrect and complete in all material respects and have not been Modified (or further Modified); (4) the lease summaries delivered to the Administrative Agent are true and correct in all material respects and, licenses as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any material term of any Lease which would materially impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as disclosed in such summary and the rent rolls attached hereto as Schedule 7.22; (5) to the Borrower’s knowledge, no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; (6) the Borrower has no knowledge of any presently effective notice of termination or notice of default given by any tenant with respect to any Major Lease or under any other Leases that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect; (7) the Borrower has not made any presently effective assignment or pledge of any of the Leases, the rents or any interests therein except to the Administrative Agent; (8) no tenant or other occupancy agreements party has an option or right of first refusal to which such Seller is a party for purchase all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(cany Project; (9) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto lease summaries delivered by the Borrower to the Administrative Agent, no tenant has the right to terminate its lease prior to expiration of the stated term of such Lease (except as a result of a casualty or stated on Schedule 3.2(n) attached hereto, condemnation); and (ii10) contain the entire agreement between the relevant landlord no tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and the applicable tenant named therein with respect estimated payments of operating expenses, taxes and other pass-throughs paid by tenants pursuant to their Leases not prepaid more than one month prior to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent such estimated payments are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”due), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto3.3.1. There are no leases, subleases, licenses leases or other occupancy agreements to currently in effect which such Seller is a party for all or any portion of such Seller’s Property, affect the Real Property other than those listed on the Due Diligence Certificate. The Leases have not been modified, amended or supplemented except as set forth on Schedule 3.2(c) attached heretothe Due Diligence Certificate. Such Leases (i) have not been amendedEach Lease, supplemented or otherwise modified except as disclosed in together with the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretotenant files constituting Exception Matters, and (ii) contain contains the entire agreement between the relevant landlord parties named therein. 3.3.2. Seller has delivered or otherwise made available to Buyer true, correct and complete copies of the Leases. ▇.▇.▇. ▇▇ Seller’s actual knowledge, except as described in the Due Diligence Certificate, no default exists under any such Leases and to Seller’s actual knowledge there are no facts which would now or with the giving of notice or passage of time constitute a material default under the terms of any such Leases. 3.3.4. The Due Diligence Certificate lists all amendments to and modifications of the Leases, all base rent paid more than thirty (30) days in advance, and all Security Deposits and the applicable tenant named therein with respect to the applicable leasehold interestform thereof. 3.3.5. Except as set forth in the Delinquency ReportDue Diligence Certificate, (i) Seller has paid all agents’ and brokers’ commissions and fees incurred in connection with the Leases executed prior to Sellers’ Knowledge as of the date of this AgreementEffective Date (but excluding any such commissions or fees attributable to extension, Fixed Rent and Additional Rent are currently being collected renewal or expansion options under such Leases without offset, counterclaim or deduction. Such Seller has made available to that are exercised after the Buyer true Effective Date) and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There there are no tenant inducement costs agreements with brokers, agents and/or finders providing for the payment from and after the Closing by Sellers or Sellers’ successor-in-interest of leasing commissions or fees for procuring tenants with respect to the Leases of such Properties, (ii) there are no outstanding landlord improvement obligations in connection with the initial occupancy by a tenant under a Lease, or any tenant improvement allowances or costs, landlord work costs, free rent periods, or other tenant inducement costs which remain unpaid or outstanding under any Leases, (iii) to Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionactual knowledge, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from notices of any tenant under a items of work, repair, maintenance or construction to be completed by Seller pursuant to any Lease claiming landlord and, to Seller’s knowledge, there is in default in its obligations as landlord under no such Lease work to be done, and (iiiv) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not given or received any Lease Termination Payments as written notice of default under the Leases which has not been cured. 3.3.6. The rent roll attached to the Due Diligence Certificate is the rent roll used by Seller in the ordinary course of its ownership of the date hereofProperty. 3.3.7. Seller has not assigned or pledged any of the Leases, any of the rents thereunder or any interest therein, except as set forth on Schedule 3.2(c)(iiipursuant to security interests which shall be terminated at or prior to Closing. 3.3.8. During the one (1) attached heretoyear period immediately prior to the Effective Date, no tenant has delivered written notice of its termination of, or its intention to terminate, its Lease (or surrender any space demised thereunder). ​ ▇.▇.▇. ▇▇ Seller’s actual knowledge, none of the tenants are the subject of any voluntary or involuntary bankruptcy or insolvency proceedings for the dissolution or liquidation thereof.

Leases. Such Seller has (i) Section 4.12(b)(i) of the Sellers’ Disclosure Schedule sets forth a true, correct and complete list of the Leases as of the date hereof and, except as set forth on Section 4.12(b)(i) of the Sellers’ Disclosure Schedule, as of the date hereof, there have not been any amendments, modifications or supplements to or assignments or subleasing of the Leases consented to by the Companies. The Leases listed on Section 4.12(b)(i) of the Sellers’ Disclosure Schedule represent the entire agreement between the parties thereto with respect to the applicable Real Property and all leases for space in or access to the Real Property in effect on the date hereof. The Sellers have delivered or made available to the Buyer true, correct and complete copies of the leasesLeases. Subject to the foregoing, licenses no representation is made as to (i) the possible assignments of any of the Leases not consented to by the Sellers or the Companies, or (ii) any subleases or underlettings under any of the Leases not consented to by the Sellers or the Companies. (ii) Except as set forth on Section 4.12(b)(ii) of the Sellers’ Disclosure Schedule, as of the date hereof, (A) all of the Leases are in full force and occupancy agreements effect in accordance with their respective terms and constitute legally valid and binding obligations of the Companies and, to the Companies’ Knowledge, of the Tenants under such Leases, (including all amendmentsB) no Tenant has paid Fixed Rent to the Companies relating to periods on or after the date hereof more than thirty (30) days in advance of the date same is due under its respective Lease (unless the same is prorated under Section 2.4) and no Tenant is entitled to (x) any free rent, modifications and supplements theretorent concession, rent set off or abatement rights (other than any free rent periods provided for in such Lease), (y) any tenant improvement work not yet performed or (z) any consideration not yet given in connection with its tenancy or license, other than, in each case, with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases pro-rated items set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoSection 2.4(h)(i)), and (iiC) contain neither the entire agreement between Companies nor, to the relevant landlord Companies’ Knowledge, any other party thereto is in material breach of or material default under any of the Leases and, to the Companies’ Knowledge, no event has occurred nor circumstance exists, which with notice or lapse of time, or both, would constitute a breach or default under any Lease. Except for the Leases, there are no other written or oral agreements binding upon the Real Property, any Company or the Buyer after the Closing granting any person the right to use or occupy space at the Real Property. (iii) A complete list of all brokerage commissions payable or that may become payable in connection with the Leases, and the applicable tenant named therein only written agreements for the payment of leasing brokerage commissions in connection with respect the Leases where commissions remain payable or are contingently payable upon the occurrence of certain events, as of the date hereof, are those listed on Section 4.12(b)(iii) of the Sellers’ Disclosure Schedule or otherwise contained in or appended to the applicable leasehold interestLeases (the “Brokerage Agreements”). Except as set forth in on Section 4.12(b)(iii) of the Delinquency Report, to Sellers’ Knowledge as of Disclosure Schedule, there are no unpaid brokerage, leasing or other commissions, compensation or fees payable (or which may become payable) in connection with the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim (other than with respect to the pro-rated items set forth in Section 2.4(h)). The Sellers have delivered or deduction. Such Seller has made available to the Buyer true and complete correct copies of the LeasesBrokerage Agreements. (iv) Section 4.12(b)(iv) of the Sellers’ Disclosure Schedule sets forth a true, correct and complete list of Tenant security deposits (“Security Deposits”) as applicableof the date hereof. Except as set forth on Schedule 3.2(c)(iSection 4.12(b)(iv) attached heretoof the Sellers’ Disclosure Schedule, all tenant improvements and other construction work to be performed none of the Security Deposits has been applied by such Seller under such Leases have been completed. There are no tenant inducement costs with respect or the Companies to the Leases obligations of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoTenant.

Leases. Such Seller has made available Each Lease entered into between any Borrower Group Company and a Lessee shall, except as otherwise agreed by the Administrative Agent, be an Eligible Lease in respect of an Eligible Aircraft. The Borrower shall ensure that no Borrower Group Company enters into any new Lease unless, at the time of execution: (a) such Lease is an Eligible Lease and in respect of an Eligible Aircraft; (b) on and after the Commitment Termination Date, the Borrower and the Borrower Group Companies are in compliance with the Concentration Limits (or, to the Buyer extent there is a Concentration Limit breach prior to such execution, such execution does not cause such breach to worsen); (c) the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect Weighted Average Remaining Lease Term immediately following the execution of such Eligible Lease shall be not less than the remaining term of the Series B Loans to the Properties Maturity Date thereto as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(cdate; (d) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect Borrower Group Company executes all Security Documents and HoldCo Security Documents required pursuant to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent the terms of the Security Documents, the HoldCo Intercompany Credit Agreement and Additional Rent are currently being collected under the terms of the HoldCo Security Documents; (e) no Material Default or Event of Default is continuing; and (f) the forward looking Debt Service Coverage Ratio for the Calculation Period immediately following execution of such Leases without offsetEligible Lease is anticipated to be equal to or greater than 1.15:1.00 (assuming the new lease is in effect, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies exclusion of any outgoing lease or, if the LeasesDebt Service Coverage Ratio was less than 1.15:1.00 immediately prior to such execution, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases execution of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under Eligible Lease shall not decrease such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoforward looking Debt Service Coverage Ratio.

Leases. Such To Seller’s knowledge, the information in the Rent Roll is true, correct, and complete. Seller has made available or will pursuant to Section 4 and Section 7.3 deliver to Buyer true, accurate and complete copies of all of the Buyer the leases, licenses Leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such Seller’s the Real Property, other than and no persons, tenants or entities occupy space in the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedReal Property, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completedRoll. There are no tenant inducement costs options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll or the Leases. Except as may be disclosed in the Due Diligence Items and/or the Leases, no brokerage commission or similar fee is due or unpaid by Seller with respect to the Leases of such any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s Transferred Assets assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. The Leases and any guaranties thereof are in full force and effect, and, to Seller’s knowledge, are subject to no defenses, setoffs or counterclaims for the benefit of the Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and, except as may be set forth provided in the Leases, Seller has no obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No party has any purchase option, right of first refusal, right of first offer, right of reverter rent or similar right under such Leases other payments have been collected in advance for more than one (collectively, “Lease Options”)1) month and no rents or other deposits are held by Seller, except those the security deposits described on the Rent Roll and rent for the current month. Except for that certain lease with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C. dated March 1, 2007, and the Sleep Center Lease which may be entered into during the term of this Agreement pursuant to Section 7.3.3, each rental concession, rental abatement or other benefit granted to Tenants relating under the Leases will have been fully utilized prior to the Lease Options referenced in Section 14.28 below, relating to the purchase Close of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoEscrow.

Leases. Such Seller has made available With respect to the Leases, to the knowledge of Seller: (a) The Schedule of Leases for the Property attached hereto as Exhibit C is true, accurate and complete in all material respects. (b) Copies of the Leases which shall have been delivered to Buyer pursuant to Section 5.5 of this Agreement shall be true, accurate and complete copies of all documents constituting the leasesLeases. (c) The Leases and any guaranties thereof are in full force and effect, licenses are not subject to defenses, setoffs or counterclaims for the benefit of the Tenants thereunder, and occupancy agreements no Tenant under any of the Leases is in material default in respect of its obligations thereunder except as disclosed on Exhibit C-1 attached hereto. (including all amendments, modifications and supplements theretod) There is no prepaid rent (other than rent prepaid not more than 1 month in advance pursuant to the terms of the relevant Leases) with respect to the Properties Property, and no security deposits relating to the Leases or otherwise affecting any of the Property have been collected other than as described reflected on Schedule 3.2(cExhibit C hereto. (e) attached hereto. There are no leases, subleases, licenses obligations under any of the Leases to further improve such Tenant's premises or to grant or allow any rent or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified concession except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) Exhibit C-1 attached hereto. (f) All rental concessions or rental abatements or related inducements (exclusive of any rent abatement granted under the terms of any Lease which arises as a result of a particular occurrence during the term thereof, including, but not limited to, damage or destruction or interruption of services) granted to Tenants under the Leases will have been applied to such Tenant's rent obligations prior to Closing.

Leases. Such Seller has made available to (i) The tenants listed in the Buyer Rent Roll attached hereto as EXHIBIT E are the leases, licenses and occupancy agreements only tenants occupying the Project; (including all amendments, modifications and supplements theretoii) with respect to the Properties other than as described on Schedule 3.2(c) attached hereto. There EXHIBIT E, there are no other oral or written leases, subleases, licenses tenancies or other occupancy agreements arrangements under which any other party has a right to which such Seller is a party for occupy all or any portion part of such Seller’s Propertythe Project, other than except to the extent of any New Leases executed and entered into prior to Closing pursuant to SECTION 8.2.1; (iii) copies of all Leases, and all amendments thereto and guaranties thereof, if any, have been furnished by Seller to Purchaser and the copies so provided are accurate and complete except to the extent of any New Leases executed and entered into prior to Closing pursuant to SECTION 8.2.1; (iv) the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented modified or otherwise modified terminated (except for any amendments delivered to Purchaser pursuant to item (iii) above or any New Leases executed and entered into prior to Closing pursuant to SECTION 8.2.1); and (v) the Rent Roll attached hereto as EXHIBIT E is an accurate and complete copy of the Rent Roll prepared by Seller in the ordinary course of its ownership of the Project current as of the date specified thereon. To Seller's knowledge, (a) the Leases are presently valid and in full force and effect and there are no material defaults thereunder except as disclosed in the documents referenced on Schedule 3.2(cScheduled Documents, (b) attached hereto except as set forth in SCHEDULE 8.1.14 or stated on Schedule 3.2(nthe Title Evidence, no tenant has any right or option to acquire the Project, or any part thereof; (c) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except except as set forth in the Delinquency ReportScheduled Documents, no tenant has any right to Sellers’ Knowledge terminate its Lease prior to the expiration date thereof set forth in such Lease; (d) any tenant improvements that Seller, as landlord, is obligated to complete pursuant to any Lease prior to the date hereof has been completed as of this date and accepted by the date of this Agreement, Fixed Rent applicable tenant (except the foregoing shall not be applicable to any New Leases executed and Additional Rent are currently being collected entered into pursuant to SECTION 8.2.1); (e) no tenant under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller Leases has prepaid any rent under such Leases have been completed. There are no tenant inducement costs with respect to any of the Leases of such Seller’s Transferred Assets or any renewal thereof for more than one (1) month; (f) except as may be set forth in the Leases. No party Scheduled Documents, no tenant has notified Seller, in writing, of any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such default by Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreementlandlord, (i) pursuant to such Seller has not received any written notice from any tenant under a tenant's Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments that remains uncured as of the date hereof, ; and (g) except as set forth on Schedule 3.2(c)(iii) attached heretoin the Scheduled Documents, no tenant has notified Seller, in writing, of any fact or condition that shall constitute a default by Seller, as landlord, pursuant to such tenant's Lease provided that such fact or condition is not cured or remedied prior to the expiration of the cure period stipulated in such tenant's Lease.

Leases. Such Seller has made available True, correct and complete copies of all of the leases of the Property and any amendments thereto (collectively, the "Leases"), have been delivered to FWRLP. Attached hereto as Exhibit B is a description of all of the Buyer Leases and a current rent schedule ("Rent Schedule") covering the leasesLeases, licenses which is true and occupancy agreements (including correct in all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretomaterial respects. There are no leasesleases or tenancies of any space in the Property other than those set forth in Exhibit B or, subleasesto the Contributors' knowledge, licenses any subleases or other occupancy agreements subtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit B or elsewhere in this Agreement: (i) The Leases are in full force and effect and to which such Seller is the best of the Contributors' knowledge constitute a party for all legal, valid and binding obligation of the respective tenants; (ii) no tenant has an option to purchase the Property or any portion thereof; (iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of such Seller’s Propertythe Contributors' knowledge, other than the Leases Partnership is not in default under any of the Leases; (v) the rents set forth on the Rent Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedare being collected on a current basis and there are no arrearages in excess of one month, supplemented or otherwise modified except as disclosed indicated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant alterations and other work or materials contracted for by the Partnership and any tenant has been completed by the Partnership, and all work and materials have been fully paid for or will be paid for by Closing except as indicated on Exhibit B; (iivii) contain the entire agreement between the relevant landlord Partnership has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and the applicable tenant named therein with respect to the applicable leasehold interest. Except best of the Contributors' knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto; (ix) no action or proceeding instituted against the Partnership by any tenant is presently pending in any court; and (x) there are no security deposits other than those set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.Exhibit B.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto1) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all the lessor or any portion of such Seller’s Property, other than landlord or the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented successor lessor or otherwise modified except as disclosed in landlord under the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestLeases. Except as set forth in the Delinquency ReportLease Schedule, to Sellers’ Knowledge as of Seller's knowledge, (i) there are no other leases or occupancy agreements to which Seller is a party affecting the date of this AgreementProperty, Fixed Rent and Additional Rent are currently being collected under (ii) such Leases without offsetare in full force and effect, counterclaim (iii) represent the entire agreement between the parties, and (iv) have not been modified, amended or deductionextended except pursuant to instruments previously delivered to Purchaser. Such Except as otherwise set forth in the Leases, to Seller's knowledge, no presently effective rent concessions have been given to any tenants and no rent has been paid in advance by any tenants respecting a period subsequent to the Closing. To Seller's knowledge, Seller has previously delivered or made available to the Buyer true Purchaser true, correct and complete copies of the Leases, as applicable. Leases described on Exhibit B attached hereto. (2) Except as set forth disclosed to Purchaser on Schedule 3.2(c)(i) attached heretoExhibit H, all tenant improvements no tenants have asserted in writing any claims, defenses or offsets to rent accruing from and other construction work after the date of Closing. To Seller's knowledge, except as disclosed to be performed by such Seller under such Leases have been completedPurchaser on Exhibit H, no material default, delinquency or breach exists on the part of any tenant. There are no tenant inducement costs with respect material defaults or breaches on the part of the landlord under any Lease. Notwithstanding anything to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth contrary contained in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (iSeller does not represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder. Except to the extent provided in Section 4.6(f) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledgeabove, there exists no default by any tenant under any such Lease. Such Seller has not received the termination of any Lease Termination Payments as prior to Closing by reason of the date hereoftenant's default shall not affect the obligations of Purchaser under this Agreement in any manner or in any event entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser, except other than the right to terminate this Agreement as set forth on Schedule 3.2(c)(iii) attached heretoexpressly provided in Section 4.6 above.

Leases. Such Seller has made available (a) The rent roll and supporting schedules attached hereto as Schedule 5.10 (collectively, the “Rent Roll”) is true, correct and complete and contains a true, correct and complete list of all tenants, licensees and other occupants leasing or otherwise occupying any portion of the Project pursuant to the Buyer the leases, licenses and occupancy agreements affecting the Project as of the date of this Agreement (including all amendmentscollectively, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto“Leases”). There are no leases, subleases, licenses leases or other agreements for the use or occupancy agreements to which such Seller is a party for of all or any portion of such Seller’s Property, the Project binding on the Partnership or the Property other than the Leases set forth on Schedule 3.2(c) attached heretoLeases. Such Leases (i) The TPG Parties have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect made available to the applicable leasehold interestBOP Parties true, correct and complete copies of all Leases. Except as set forth in The Partnership is the Delinquency Reportlandlord under each Lease and has not made any assignment of any interest therein, to Sellers’ Knowledge as except under the Loan Documents. As of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof are in full force and effect and except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency ReportRent Roll, as of the date of this Agreement, the TPG Parties have not given to, or received from, any tenant any written notice of default or outstanding claim or audit request that has not been satisfied, cured or settled under the applicable Lease. No tenant has any option to purchase the Project or any portion thereof. No tenant has a right of first refusal or right of first offer with respect to space at the Project or any portion thereof (except as set forth in the Leases with respect to the leasing of space). No tenant has the right to consent to the transactions contemplated by this Agreement. (b) Except as set forth in the Rent Roll (i) such Seller has not received any written notice from any no tenant under a Lease claiming landlord is entitled to rental concessions, set-offs or abatements (except in default in its obligations as landlord under such Lease connection with damage or condemnation of the Property) and (ii) no tenant is entitled to Sellers’ Knowledgeany tenant improvement allowance. (c) Except as set forth in the Rent Roll, there exists are: (i) no default by leasing brokerage commissions (or unpaid installments thereof) with respect to any tenant under any such Lease. Such Seller has not received any Lease Termination Payments of the Leases which are as of the date hereofof this Agreement due and payable; (ii) no leasing brokerage commissions due or payable in the future (other than leasing brokerage commissions with respect to future renewals, except extensions or expansions by tenants pursuant to Leases which are either (a) set forth in Leases, or (b) are market rate commissions due or payable in the future to persons or entities not affiliated with any of the TPG Parties); and (iii) no commissions due or payable in the future with respect to the sale of the Project or portion thereof to any tenant thereof. A true, correct and complete copy of the existing Management and Leasing Agreement between the Partnership and TPG Parent has been delivered to the BOP Parties. (d) Except as set forth on Schedule 3.2(c)(iiiin the Rent Roll, there is no tenant improvement work (“Ongoing Tenant Improvement Work”) attached heretocurrently required as of the date hereof to be performed by the Partnership under any Lease or for which the Partnership is currently required as of the date hereof under any Lease to reimburse any tenant or grant any allowance in favor of any tenant which has not been completed and/or the costs of which have not been paid or allowed.

Leases. Such Seller has made available True, correct and complete copies of all of the leases of the Property and any amendments thereto (collectively, the "Leases"), have been delivered to FWRLP. Attached hereto as Exhibit B is a description of all of the Buyer Leases and a current rent schedule ("Rent Schedule") covering the leasesLeases, licenses which is true and occupancy agreements (including correct in all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretomaterial respects. There are no leasesleases or tenancies of any space in the Property other than those set forth in Exhibit B or, subleasesto the General Partners' knowledge, licenses any subleases or other occupancy agreements subtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit B or elsewhere in this Agreement: (i) The Leases are in full force and effect and constitute a legal, valid and binding obligation of the respective tenants; (ii) no tenant has an option to which such Seller is a party for all purchase the Property or any portion of such Seller’s Propertythereof, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency ReportAmoco lease listed in the Rent Schedule; (iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases; (iv) to Sellers’ Knowledge as the best of the date of this AgreementGeneral Partners' knowledge, Fixed Rent and Additional Rent are currently being collected the Partnership is not in default under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any of the Leases, as applicable. Except as ; (v) the rents set forth on the Rent Schedule 3.2(c)(i) attached are being collected on a current basis and there are no arrearages in excess of one month, except as indicated in Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant improvements alterations and other construction work to be performed or materials contracted for by such Seller under such Leases the Partnership and any tenant has been completed by the Partnership, and all work and materials have been completed. There are fully paid for or will be paid for by Closing; (vii) the Partnership has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and to the best of the General Partners' knowledge, no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in under its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached indicated in Exhibit B hereto.;

Leases. Such Seller has The Leases made available to Buyer as part of the Buyer Due Diligence Documents pursuant to Section 6.1 hereof are complete and accurate copies of all of the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) Leases currently in effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There Property, and there are no leasesmaterial written or oral promises, subleases, licenses understandings or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, commitments with Tenants other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Reportsuch Leases as delivered to Buyer. The rent rolls provided to Buyer are true, to Sellers’ Knowledge correct and complete in all material respects as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionset forth therein. Such Seller has made available not granted, and has no knowledge of, any option, right of first refusal, right of first opportunity, or other similar option or right, in favor of any person or entity to the Buyer true and complete copies acquire any fee interest in any portion of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets Land or any renewal thereof Improvements except as may be set forth in the Leases. No party To Seller’s Knowledge, except as set forth on Exhibit 7.1.1 to be attached hereto, there are no leasing commissions, tenant improvement allowances or other leasing costs outstanding with respect to any tenants under the Existing Leases or which may become due or payable after the Effective Date (except with respect to New Leases, as provided below). Not later than ten (10) days prior to Closing, Seller shall provide Buyer with Exhibit 7.1.1 showing leasing commissions, tenant improvement allowances or other leasing costs outstanding with respect to any tenants under the Existing Leases or which may become due or payable after the Closing Date. In the event that (a) any Tenant under a Lease exercises a right to purchase a Property pursuant to a purchase option, right of first refusal, right of first offer (or similar right) under a Lease, or (b) Seller fails to notify a Tenant with a right of first refusal, right of first offer (or similar right) under a Lease of this transaction, or (c) a Tenant under a Lease with a right of first refusal, right of first offer (or similar right) under a Lease commences litigation or otherwise gives notice of a dispute alleging that Seller has failed to comply with the terms and provisions of any purchase option, right of first refusal, right of first offer, right of reverter offer (or similar right provision) under a Lease, and such Leases (collectivelymatter cannot be resolved prior to Closing, “Lease Options”), except those Tenants relating then such Property shall be removed from the sale to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of Buyer under this Agreement, (i) and the Consideration shall be reduced by the amount that is the allocated value of such Property on Exhibit 4.1. No such matter shall give either the Seller has or Buyer the right to terminate this Agreement, and such matter shall not received any written notice from any tenant under be a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant Seller under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretothis Agreement.

Leases. Such Seller (a) The Partnership has made available previously delivered to Purchaser the Buyer rent roll for each property included in the Partnership Owned Property as of April 12, 2004 described in Section 3.19(a) of the Partnership Disclosure Letter (the “Tenant Rent Roll”) and the information set forth in the Tenant Rent Roll is correct and complete in all material respects as of the date thereof. All leases, subleases, licenses and other occupancy agreements affecting the Partnership Real Property (other than the leases pursuant to which the Partnership or any Subsidiary leases from third parties the Partnership Leased Property) (the “Partnership Leases”) as of the date of the Tenant Rent Roll are set forth on the Tenant Rent Roll. (b) The Partnership has previously delivered to Purchaser true, complete and correct copies of all of the Partnership Leases and all of the brokerage agreements to which it is a party, including all amendments, modifications and supplements thereto. (c) with respect Except as expressly set forth in Section 3.19(c) of the Partnership Disclosure Letter, there are no adverse or other parties in possession of the Partnership Real Property, or of any part thereof, except the Partnership (and the Subsidiaries) and tenants or licensees under the Partnership Leases, and no party has been granted any license, lease or other right relating to the Properties as described on Schedule 3.2(cuse, occupancy or possession of the Partnership Owned Property, or any part thereof, except tenants or licensees under the Partnership Leases. (d) attached hereto. There are no leasesThe Tenant Rent Roll together with Section 3.19(d) of the Partnership Disclosure Letter contains a true, subleasescomplete and accurate list of each tenant under a Partnership Lease and summary of the economic terms of each Partnership Lease including the fixed or minimum rent and additional rent payable throughout the term, licenses the percentage of operating expenses and Taxes, operating expense and Tax stops, the amount currently payable in connection with operating expenses and/or Taxes, the security deposit and the other material terms, the demised premises, the term, any abatement, set-off, renewal, extension, purchase, termination, expansion, contraction, or exclusive rights or other occupancy agreements rights to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases lease. (e) Except as expressly set forth on Schedule 3.2(cin Section 3.19(e) attached hereto. Such Leases of the Partnership Disclosure Letter or the Tenant Rent Roll: (i) each Partnership Lease is in good standing and in full force and effect, and the economic and other material terms (e.g., term and renewal, termination, expansion and contraction options) of the Partnership Leases have not been amended, modified, or supplemented or otherwise modified except as disclosed in any way that has not been shown on the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and Tenant Rent Roll; (ii) contain the entire agreement between Partnership Leases constitute all written and oral agreements of any kind for the relevant landlord and the applicable leasing, rental, or occupancy of any tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or space constituting a portion of such Seller’s the Partnership Owned Property and listed have been duly executed and delivered on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iibehalf of tenants pursuant to proper authority therefor; (iii) attached hereto each Partnership Lease constitutes a legally valid instrument binding and enforceable upon the tenant thereunder in accordance with its terms, subject to equitable principles of general application (whether in a proceeding at law or in equity) and applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Delinquency Report, as rights of creditors generally and the exercise of judicial discretion. (iv) no rental under any Partnership Lease has been collected in advance of the date of this Agreementcurrent month, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is and there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by or other agreements or matters affecting the rental for any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as Partnership Leases; (v) the Partnership is the owner of the date hereofentire lessor’s interest in and to each of the Partnership Leases, subject to the Permitted Encumbrances, and none of the Partnership Leases or the rentals or other sums payable thereunder has been assigned or otherwise encumbered except as set forth security for the loans that are presently secured by liens and security interests in the Partnership Owned Property identified in Section 3.18(n) of the Partnership Disclosure Letter; (vi) no tenant has asserted any claim that would materially affect the collection of rent from such tenant; (vii) none of the Partnership, any of the Subsidiaries, any tenant or any licensee is in default or breach of a Partnership Lease and no tenant or licensee has any right to credits, offsets or deductions under its Partnership Lease; (viii) to the Partnership’s and the Subsidiaries’ knowledge, there are no facts or circumstances which with notice, the passage of time or both would constitute a default under any Partnership Lease by the Partnership, any Subsidiary, any tenant or licensee; (ix) neither the Partnership nor any Subsidiary has received written notice of and, to the Partnership’s and the Subsidiaries’ knowledge, there is no insolvency or bankruptcy proceeding (pending, contemplated or threatened) involving any such tenant; (x) all of the Partnership Leases are the result of bona fide arms-length negotiations between the parties; (xi) none of the rents or other charges billed to or collected from any tenant violate any Legal Requirements; (xii) the Partnership and the Subsidiaries have delivered, and each tenant or licensee under a Partnership Lease has accepted, its premises; (xiii) other than customary ongoing maintenance and repair obligations, any work and all other improvements to the premises demised under a Partnership Lease required to be furnished or constructed by the lessor thereunder pursuant to its terms have been completed and any lease buyout costs and/or design allowances, construction allowances or other allowances to which the tenant or licensee thereunder may now or thereafter be entitled have been paid in full; (xiv) all leasing fees and commissions pertaining to the Partnership Leases have been paid in full; (xv) none of the Partnership Leased Property is leased by the Partnership to third parties; (xvi) the lessor’s liability under each Partnership Lease is limited to its interest in the Partnership Owned Property to which such Partnership Lease pertains; and (xvii) each Partnership Lease and the tenant’s rights thereunder are (or at landlord’s election, can be made) subject and subordinate to the lien of any mortgage, deed of trust, deed to secure debt, ground or underlying lease now or hereafter encumbering the applicable Partnership Owed Property subject only to the holder thereof agreeing not to disturb such tenant’s occupancy on Schedule 3.2(c)(iii) attached heretocustomary terms.

Leases. Such Seller The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To B▇▇▇▇▇▇▇’s knowledge, no Person other than Senior Borrower has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, licenses (1) the current Leases are in full force and occupancy agreements effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (including all amendments, modifications and supplements thereto2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the Properties following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (2▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as described of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”), (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding, (5) except as disclosed thereon, no Tenant listed on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26-A has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B 4.1.26-C attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as None of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord Tenants holding leasehold interests with to the Property is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoAffiliated with Borrower.

Leases. Such Seller has made available to (i) EXHIBIT D is a true and complete list of the Buyer the leases, licenses Leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect relating to the applicable leasehold interestProperty. Except as set forth in the Delinquency ReportLeases, there are no rights of first refusal, options to Sellers’ Knowledge terminate without cause of Owner, options to renew, options to purchase, or any rent abatements given to tenant under the Leases (the "Tenant") after the Tenant is in occupancy and paying rent. (ii) To the Seller's knowledge, each Lease is in full force and effect according to the terms set forth therein, and there is no modification, amendment or alteration in writing or otherwise, except as set forth in EXHIBIT D. (iii) To Seller's knowledge there are not, and neither Seller nor Owner has received written notice from any Tenant of any unperformed obligation of the date of this AgreementOwner, Fixed Rent and Additional Rent are currently being collected as landlord under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any of the Leases, as applicableincluding, without limitation, failure of the landlord to construct any required tenant improvements. Except as set forth on Schedule 3.2(c)(i) attached heretoNeither Seller nor Owner has been advised in writing of any claims or disputes giving rise to any setoff by Tenant. With respect to the Leases, all tenant improvement allowances have been paid and all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. As of the Settlement Date, no Tenant shall be entitled to any free rent under any Lease. (iv) Neither Owner nor any Tenant is in default under the Leases (beyond any applicable grace or cure period), and there are no rent delinquencies of more than thirty (30) days. (v) There are no tenant inducement costs brokers' commissions, finders' fees, or other charges payable or to become payable to any third party on behalf of Seller or Owner as a result of or in connection with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has , including, without limitation, any purchase option, right of first refusal, right of first offer, right of reverter unexecuted options to expand or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofrenew, except as set forth on Schedule 3.2(c)(iiithe rent roll attached as EXHIBIT F (the "Rent Roll"). (vi) attached heretoExcept as set forth on the Rent Roll, (i) no rent has been paid by any Tenant more than one month in advance and (ii) no unapplied security deposits have been paid by any Tenant. The foregoing terms and provisions of this subsection 13.D shall be deemed replaced, and Seller's representations concerning the Leases shall be terminated, as of such time as an Estoppel Certificate (as herein defined) is received under and pursuant to each such Lease.

Leases. Such Seller has made available (a) Schedule 4.8 to this Agreement contains an accurate and complete list of the monthly payment, term, description and location of collateral and any other similar term of all leasehold estates and lease obligations (as amended to date) of Seller, its equipment service contracts and computer service contracts which are in any way related to the Buyer operation of the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There Mortgage Business or which are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed included in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases Assumed Contracts (collectively, “Lease Options”the "LEASES"). All such Leases: (a) are in full force and effect and are the legal, except those Tenants relating valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms; (b) there are no existing defaults by Seller or, to the Lease Options referenced in Section 14.28 belowknowledge of Seller Group, relating to the purchase any other Person thereunder and no event has occurred, which, with or without notice, lapse of all time or both, could constitute a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by Seller or any tenant under any other Person thereunder. No such Lease. Such Seller lease has not received any Lease Termination Payments as of the date hereof, been modified or amended in writing except as set forth on Schedule 3.2(c)(iiithe Exception Schedule. Seller Group has not received from any party to any such lease any written notice of, or written claim with respect to, any breach or default thereof. Seller Group has not granted any sublease, license or other agreement granting to any person or entity any right to the use or occupancy of the Leases or any portion thereof, or the right to purchase the Leases or any portion thereof, and Seller Group does not have any knowledge of such grant by any other Person. (b) attached heretoThe plants, buildings, structures and equipment, if any, included in the Leases are substantially suited for their present uses. (c) No violation of any law, regulation or ordinance (including laws, regulations or ordinances relating to zoning, city planning or similar matters) relating to the Leases currently exists, except for violations which would not have a Material Adverse Effect. Seller Group has not received notice of any contemplated governmental actions which might reasonably be expected to materially detract from the value of the leased real property, materially interfere with any present use of any leased real property, or materially adversely affect the marketability of any of the Lease's real property. There is no action pending or threatened to initiate a condemnation in respect of any of the real property of the Leases. (d) Upon consummation of the transactions contemplated hereby, Purchaser will have acquired, on and as of the Closing Date, a valid leasehold interest in the leased real property, free and clear of all Liens.

Leases. Such Seller has made available True, correct and complete copies of all of the leases of the Property and any amendments thereto (collectively, the "Leases"), have been delivered to FWRLP. Attached hereto as Exhibit B is a description of all of the Buyer Leases and a current rent schedule ("Rent Schedule") covering the leasesLeases, licenses which is true and occupancy agreements (including correct in all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretomaterial respects. There are no leasesleases or tenancies of any space in the Property other than those set forth in Exhibit B or, subleasesto the General Partners' knowledge, licenses any subleases or other occupancy agreements subtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit B or elsewhere in this Agreement: (i) The Leases are in full force and effect and to which such Seller is the best of the General Partners' knowledge constitute a party for all legal, valid and binding obligation of the respective tenants; (ii) no tenant has an option to purchase the Property or any portion thereof; (iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases; (iv) to the best of such Seller’s Propertythe General Partners' knowledge, other than the Leases Partnership is not in default under any of the Leases; (v) the rents set forth on the Rent Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedare being collected on a current basis and there are no arrearages in excess of one month, supplemented or otherwise modified except as disclosed indicated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance; (vi) all work for tenant alterations and other work or materials contracted for by the Partnership and any tenant has been completed by the Partnership, and all work and materials have been fully paid for or will be paid for by Closing except as indicated on Exhibit B; (iivii) contain the entire agreement between the relevant landlord Partnership has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and the applicable tenant named therein with respect to the applicable leasehold interest. Except best of the General Partners' knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto; (ix) no action or proceeding instituted against the Partnership by any tenant is presently pending in any court; and (x) there are no security deposits other than those set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.Exhibit B.

Leases. Such Seller The Properties are not subject to any Leases other than the Leases described in Schedule 4.1.26 attached hereto and made a part hereof. ▇▇▇▇▇▇ Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties Leases. Except as described disclosed on Schedule 3.2(c) attached hereto. There 4.1.26, to Borrower’s knowledge, the current Leases are in full force and effect and to Borrower’s knowledge there are no leasesmaterial defaults thereunder by either party and to Borrower’s knowledge there are no conditions that, subleaseswith the passage of time or the giving of notice, licenses or both, would constitute material defaults thereunder. Except for security deposits, no Rent has been paid more than one (1) month in advance of its due date. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, all work to be performed by ▇▇▇▇▇▇ Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other occupancy agreements payments, credits, allowances or abatements required to be given by ▇▇▇▇▇▇ Mortgage Borrower to any tenant has already been received by such tenant. Except in connection with the ▇▇▇▇▇▇ Loans, there is no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which such Seller is a party for still in effect. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, no tenant listed on Schedule 4.1.26 has assigned its Lease or sublet all or any portion of the premises demised Table of Contents thereby, no such Seller’s Propertytenant holds its leased premises under assignment or sublease, other than the Leases set forth on Schedule 3.2(c) attached heretonor does anyone except such tenant and its employees occupy such leased premises. Such Leases (i) have not been amended, supplemented No tenant under any Lease has a right or option pursuant to such Lease or otherwise modified except as disclosed in to purchase all or any part of the documents referenced on Schedule 3.2(c) attached hereto leased premises or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between building of which the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestleased premises are a part. Except as set forth disclosed on Schedule 4.1.26, no tenant, to Borrower’s knowledge, under any Lease has any right or option for additional space in the Delinquency ReportImprovements. To Borrower’s knowledge, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim no hazardous wastes or deduction. Such Seller has made available to the Buyer true and complete copies of the Leasestoxic substances, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretodefined by applicable federal, all tenant improvements state or local statutes, rules and other construction work to be performed by such Seller under such Leases regulations, have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets disposed, stored or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default treated by any tenant under any such Lease. Such Seller has not received Lease on or about the leased premises nor does Borrower have any Lease Termination Payments as knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the date hereofuse, except as set forth on Schedule 3.2(c)(iii) attached heretogeneration, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste in violation of applicable law.

Leases. (i) The list of Leases identified in Schedule 6.2(i)(1) (the “Lease Schedule”) lists each Lease (other than short-term signage leases made to advertisers in the ordinary course of business, or signage leases that do not provide for the payment of $500,000 or more in any calendar year (including extension options); provided the Lease Schedule includes any agreement relating to signage with a tenant under a Lease (or an Affiliate thereof)) in effect at each Property with respect to which any member of the Partnership Group is the landlord. Such Seller has made available to list is a true, correct and complete list of the Buyer the Leases and there are no other leases, licenses and or other similar occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the leasing or occupancy of the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases as set forth on the Lease Schedule 3.2(c) attached hereto(other than short-term signage leases made to advertisers in the ordinary course of business; provided the Lease Schedule includes any agreement relating to signage with a tenant under a Lease (or an Affiliate thereof)). Such The Leases identified in the Lease Schedule (ix) have not been amended, supplemented modified or otherwise modified amended except as disclosed stated in the documents referenced on Lease Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (iiy) contain represent the entire agreement between the relevant landlord and the applicable tenant tenants named therein therein. (ii) VRLP has made available to Investor true, correct and complete copies of all Leases described in the Lease Schedule, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto. (iii) Except as set forth on Schedule 6.2(i)(2) (the “TI/LC Schedule”), there is no obligation on the part of VRLP or any member of the Partnership Group that will be binding on Investor or any member of the Partnership Group after the Closing to pay to any broker or other party any Leasing Commissions with respect to the applicable leasehold interestcurrent term or renewal of the term or expansion of the space covered by any Lease. (iv) The TI/LC Schedule is a true and complete list of all Tenant Inducement Costs with respect to the Leases or any renewal thereof other than (i) work that has been completed and paid in full, and (ii) any work or allowance that may be owed in connection with any future expansion of the leased premises or future renewal term (in each case, only to the extent such expansion or renewal has not been exercised). (v) Except as set forth on the Lease Schedule, no fixed rents have been prepaid under any Lease more than thirty (30) days in advance. (vi) Except as set forth on Schedule 6.2(i)(3), VRLP has not received written notice from any tenant under any Lease that VRLP or any member of the Partnership Group is in default of any monetary or material non-monetary obligation of landlord under such Lease which default remains uncured and to VRLP’s Knowledge, there exists no circumstance or event which, with the giving of notice or passage of time, or both, would constitute a monetary default or a material non-monetary default by either any member of the Partnership Group or a tenant under any Lease. Neither VRLP nor any member of the Partnership Group has sent any written notice to any tenant under any Lease that such tenant is in default of any obligation under such Lease which default which remains uncured. (vii) Except as set forth in the Delinquency ReportSchedule 6.2(i)(4), to Sellers’ Knowledge as of the date of this AgreementBusiness Day immediately preceding the Closing Date, Fixed Rent all fixed rents and Additional Rent are currently were being collected under such the Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller Lease has not received any Lease Termination Payments as of commenced an audit with respect tenant reimbursements in the date hereof, except as set forth on Schedule 3.2(c)(iiipast three (3) attached heretoyears.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Leases affecting the Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedoral or written, supplemented or otherwise modified except as disclosed in listed on the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestRent Roll. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies Copies of the Leases, as applicablewhich have been delivered to Buyer or shall be delivered to Buyer within five (5) days from the date hereof, are true, correct and complete copies thereof. Between the date hereof and the Closing Date, Seller will enforce the Leases in accordance with their terms; and Seller will not terminate or modify existing Leases, enter into any new Leases or grant additional renewal rights to any tenant, without the consent of Buyer. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optiona Tenant Estoppel Letter, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase best of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, 's knowledge: (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is all of the Property's Leases are in default in its obligations as landlord under such Lease and good standing; (ii) no defaults exist thereunder; (iii) no rent or reimbursement has been paid more than one (1) month in advance; and (iv) no security deposit has been paid; (v) no tenants under the Leases are entitled to Sellers’ Knowledgeinterest on any security deposits, except as stated on the Rent Roll; (vi) no tenant under any Lease has or will be promised any inducement, concession or consideration by Seller other than as expressly stated in such Lease; and (vii) except as stated therein there exists are and will be no default side agreements between Seller and any tenant. There are no leasing commissions or other obligations to brokers due or which will become due under any of the Leases which will not have been paid by Seller prior to the Closing. To the best of Seller's knowledge there are no violations of any exclusive or restrictive use clause granted to any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Tenant Default and Delinquency Report, to Sellers’ Knowledge as of the date of this AgreementEffective Date, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such To Sellers’ Knowledge, such Seller has made available to the Buyer true true, correct and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. To Sellers’ Knowledge, there are no operating or common area expense audits or disputes by any Tenants. No party Person has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease ROFO/ROFR Options”)) under such Leases, except those Tenants relating to having any such ROFO/ROFR Options under the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property ROFO Documents and listed ROFR Documents set forth on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Tenant Default and Delinquency Report, as of the date of this AgreementEffective Date, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its any material obligations as landlord under such Lease and Lease, (ii) to Sellers’ Knowledge, except as set forth in the Tenant Default and Delinquency Report, as of the Effective Date there are exists no default by any tenant under any such Lease. Such , and (iii) except as set forth in the Tenant Default and Delinquency Report, as of the Effective Date, such Seller has not (A) entered into any forbearance or similar agreement with any tenant under any Lease or (B) received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to Except for the Buyer Ground Lease, the Leases referenced on Schedule 1.5, the Licenses referenced on Schedule 1.6, the leases, licenses and amendments or other occupancy agreements which may be entered into by Seller pursuant to Section 7.1 of this Agreement, and the Post-Closing Intelsat Lease (including all amendmentshereinafter defined), modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleasesrental agreements, licenses licenses, license agreements or other occupancy agreements to with anyone in effect which such Seller is a party for all or any portion of such will affect the Property after Closing. To Seller’s Propertyknowledge, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedeach Lease is in full force and effect, supplemented or otherwise modified and, except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as otherwise set forth in the Delinquency ReportRent Roll (hereinafter defined), no rent has been paid more than one month in advance. To Seller’s knowledge, except as may be described in Schedule 6.1.9 attached hereto, there exists no material default by Seller or, to Sellers’ Knowledge as Seller’s knowledge, any tenant under any of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionLeases. Such Seller has made available to the Buyer true provided Purchaser with true, correct and complete copies of all Leases, including all amendments and modifications thereto, prior to the execution of this Agreement by Purchaser and Seller. The rent roll attached hereto as Schedule 6.1.9(A) (the “Rent Roll”) is true and accurate in all material respects. Schedule 6.1.9(B) identifies all free rent accruing under the Leases from and after the Effective Date. Schedule 1.8 identifies all security deposits held by Seller, as landlord, under the Leases, as applicable. Except as set forth otherwise indicated on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement6.1.9, (ia) such Seller has not received any written notice from any tenant under a any currently effective Lease claiming landlord that Seller is in default in its any material respect of any material obligations as landlord of Seller to such tenant, which default has not been cured; (b) Seller has not delivered any written notice to a tenant that such tenant is in default in any material respect of any material obligations of such tenant under such Lease that has not been cured; (c) Purchaser will have no obligation to pay brokerage commissions after Closing either upon any extension or renewal of any Lease that is currently in effect, or upon the exercise of any option to lease additional premises, (d) no tenant has entered into any subleases of all or any portion of its premises, and (iie) no tenant is entitled to Sellers’ Knowledge, there exists no default by any tenant under free rent for any such Lease. Such Seller has not received any Lease Termination Payments as periods of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretotime after Closing.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all Not enter into any new lease or any amendments, modifications and supplements thereto) with respect to expansions or renewals of Tenant Leases, or terminate any Tenant Lease, without the Properties as described on Schedule 3.2(c) attached hereto. There are no leasesprior written consent of Purchaser, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases consent will (i) have not been amendedbe unreasonably withheld, supplemented delayed or otherwise modified except as disclosed in conditioned prior to the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoContingency Date, and (ii) contain be in Purchaser’s sole discretion on and after the entire agreement between the relevant landlord and the applicable tenant named therein with respect Contingency Date. Furthermore, nothing herein shall be deemed to the applicable leasehold interest. Except as set forth in the Delinquency Report, require Purchaser’s consent to Sellers’ Knowledge as any expansion or renewal of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leasesa Tenant Lease which Seller, as applicablelandlord, is required to honor pursuant to any Tenant Lease. Except as set forth on Schedule 3.2(c)(i) attached heretoImmediately following the Effective Date, all tenant improvements and other construction work Seller shall deliver to be performed by such Seller under such Leases have been completedThe GAP, INC. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease OptionsGAP”), except those Tenants relating which is currently the sole Tenant of the Improvements, a Proposed Sale Notice (as defined in Section 6.2 of the Third Amendment to Lease (the “GAP Third Amendment”) dated September 8, 2005, by and between GAP and Mission Bay S26a/S28, LLC, as landlord) containing Basic Terms (as defined in the GAP Third Amendment) which are equivalent to the Lease Options referenced terms in Section 14.28 below, relating to the purchase of all or this Agreement and Seller shall deliver a portion copy of such Seller’s Property and listed on Schedule B attached heretoProposed Sale Notice to Purchaser. Except If Seller receives the Preliminary Interest Notice or the Election Notice (as set forth on Schedule 3.2(c)(ii) attached hereto or such terms are defined in the Delinquency ReportGAP Third Amendment) in response to such Proposed Sale Notice from GAP, as Seller shall immediately notify and provide Purchaser with copies of each such notice when received by Seller. In addition, if Seller obtains a written waiver from GAP of GAP’s right to purchase the Property pursuant to Section 6 of the date of this AgreementGAP Third Amendment (“GAP Waiver”), (i) Seller shall immediately deliver such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) GAP Waiver to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoPurchaser.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, Exhibit "F" a complete and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth correct list of all Leases in the Delinquency Report, to Sellers’ Knowledge as of effect on the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such the information set forth therein is true and correct as of the date hereof. A revised Exhibit "F", to be designated Exhibit "F-1", shall be certified by Contributor to be true and correct as of Closing, shall reflect those Leases without offsetin effect on the date of Closing and shall be delivered to Partnership at Closing as provided in Section 5.4.12 hereof. As of the date hereof, counterclaim or deduction. Such Seller has made available other than as indicated in Exhibit "F", each of the Leases described in Exhibit "F" is, to the Buyer best of Contributor's knowledge, valid and subsisting and in full force and effect, has not been amended, modified or supplemented, and the tenant under each is in actual possession of the leased premises in the normal course of business. The copies of the Leases delivered by Contributor to Partnership for Partnership's review were true and complete copies thereof. No tenant under any of the LeasesLeases has given Contributor written notice of any claim which remains outstanding on the date of this Agreement and which would in any way affect the collection of rent from such tenant, as applicable. Except as set forth Contributor has received no written notice of default or breach on Schedule 3.2(c)(i) attached heretothe part of the landlord under any of the Leases which remains uncured by the landlord, and all tenant improvements repairs, improvements, alterations and other construction work obligations required on the date hereof to be performed by such Seller the landlord under such each of the Leases have been completedperformed in all material respects and have been or will be paid for by Contributor prior to Closing, except as described on Exhibit "F". There are no tenant inducement costs with respect improvements or alterations which are the Landlord's responsibility under Leases, but which have not yet been performed in all material respects because such performance is not yet required by Landlord thereunder, except as described on Exhibit "F" (the "Remaining Work"). Contributor shall complete the Remaining Work and pay for it in full prior to Closing, except that to the Leases extent that completion of any Remaining Work is not required prior to Closing under the Leases, Contributor may, in its discretion, not complete such Seller’s Transferred Assets or any renewal thereof except Remaining Work, in which event, as may part of Exhibit "F-1" to be delivered to Partnership at Closing, Contributor shall list the Remaining Work which has not yet been done and the itemized cost thereof, which cost shall serve as the basis for the adjustment described in Section 5.3.2(e). The rents and other income and charges set forth in Exhibit "F" or in the applicable Leases are the actual rents, income and charges presently being charged by Contributor under the Leases, and the same have been actually received as indicated on Exhibit "F". No party has Except as described in Exhibit "F" or in the applicable Leases, no space within the Real Estate is occupied rent free or by any employee of Contributor. Except as expressly set forth on Exhibit "F" or in the applicable Leases, no tenant under any of the Leases is entitled to any purchase option, right concessions, allowances, set-off, rebates or refunds thereunder or has prepaid any rents or other charges for more than the current month, and none of first refusal, right of first offer, right of reverter or similar right under such Leases (collectivelyand none of the rents or other amounts payable thereunder have been assigned, “Lease Options”)pledged or encumbered by Contributor, which assignment or encumbrance will remain outstanding after Closing. All of the Leases are free and clear of any right or interest of any real estate broker or any other person arising out of landlord's acts or the acts of any predecessor landlord, and no brokerage or leasing commission or other compensation is or will be due from or payable by landlord to any person, firm, corporation or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof, except those Tenants relating to the Lease Options referenced in Section 14.28 belowas described on Exhibit "F". There are currently no security deposits required under, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Reportbeing held pursuant to, as any of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofLeases, except as set forth in Exhibit "F" hereto or in the applicable Leases. Except as shown on Schedule 3.2(c)(iii) attached heretoExhibit "F" or in the applicable Leases, to the best of Contributor's knowledge, no party, person or entity is in possession of the Real Estate or Personalty or any portion thereof, and no party, person or entity has legal title of any interest in the Real Estate or Personalty, or any portion thereof, except Contributor.

Leases. Such Seller has made available to the Buyer the leases, licenses leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on in Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses leases or other occupancy agreements to which such Seller is a party other than the Leases for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on in Schedule 3.2(n) attached hereto3.2(v), and (ii) contain the entire agreement between the relevant landlord and the applicable tenant tenants named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ Knowledge as of the date of this Agreement, Fixed Rent fixed rent and Additional Rent additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto), all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 14.29 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoProperty. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ KnowledgeSeller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under such any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.