Common use of Leases Clause in Contracts

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule V and complete copies of all Leases pursuant to which any made a part hereof. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and, to the best of Borrower’s knowledge, (a) there are no defaults thereunder by either party and (b) there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. To the best of Borrower’s knowledge, all work to be completed by Borrower prior to the date hereof under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein. To the best of Borrower’s knowledge, no tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No Tenant has no right or option for additional space in the Improvements. Except as otherwise disclosed by the Environmental Report (as defined in the Mortgage), no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the Property nor does Borrower have any knowledge of any PropertyTenant’s intention to use its premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste. Subject to the provisions of Section 4.7(a) True, correct and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations complete copies of the landlord under Leases have been provided to Lender and such Leases (ii) have not been modified or such Leases may be terminated amended in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportway.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the Closing Date. Borrower is the owner and lessor at any (or sublessor) of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertywith respect to the Permitted Encumbrances, no person Person has any possessory interest in the Property (or any of the Properties portion thereof) or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth on the rent roll attached hereto as Schedule I or in any tenant estoppel certificate delivered to Lender, there are no uncured defaults thereunder by Borrower nor, to the best of Borrower’s knowledge, any other party thereunder and, to the best of Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. Except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Exception ReportLease or by Borrower, upon foreclosure on any Property, with respect to each Lease at such Property either no Rent has been paid more than one (i1) Lender shall automatically succeed to the rights and obligations month in advance of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease its due date (other than in connection with common area maintenance the first month’s Rent under a new Lease). All security deposits are held by Borrower in accordance with applicable law. Except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Lease or by Borrower, all work to be performed by Borrower under each Lease as of the Closing Date 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 routine reconciliations) and no Tenant has the right payments, credits, allowances or abatements required to require be given by Borrower to perform any Tenant as of the Closing Date has already been received by (or finance credited to) such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Material Alterations Lease or improvements to of the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsRents received therein, in each case case, which is outstanding. To Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Lease or by Borrower, sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment. Except as disclosed to Lender or except as set forth in a Lease or in any tenant estoppel certificate delivered to Lender, 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. Except as disclosed to Lender or as set forth in the Exception ReportLeases or except as set forth in any tenant estoppel certificate delivered to Lender, no Tenant under any Lease has any right or option for additional space in the Improvements. Except as disclosed to Lender in writing or as set forth in the Leases or in any tenant estoppel certificate delivered to Lender, no tenant has (i) asserted any defense or otherwise sought or given notice (whether written or oral) that it intends to seek any relief or concessions with respect to the payment of rent or other sums or the performance of any obligations under its Lease or (ii) made any other bona fide request for or otherwise given written notice that it intends to seek any amendment, waiver, deferral, forbearance or other modification of any term or provision of its Lease, in each case (A) pursuant to any force majeure clause contained in its Lease or otherwise as a result of the COVID-19 pandemic or any Emergency Law and (B) other than requests, notices or defenses that have been withdrawn or resolved or are otherwise no longer outstanding.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described on the Rent Roll attached as SCHEDULE IV hereto and complete copies made a part hereof (and subleases permitted under the Anchor Lease). To the best of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property's knowledge, no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and to Borrower's knowledge after inquiry, there are no defaults thereunder by either party and there are no conditions that, with the applicable Borrower that owns passage of time or the Property covered by each Lease on giving of notice, or both, would constitute defaults thereunder. To the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportbest of Borrower's knowledge, no security deposits are being held by Borrower Rent (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. To the best of Borrower's knowledge, all work to be performed by Borrower under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. To the best of Borrower's knowledge, there has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. To Borrower's knowledge after inquiry, except as set forth on SCHEDULE IV, no tenant listed on SCHEDULE IV has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. Except as set forth in SCHEDULE IV, no tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as set forth in SCHEDULE IV. To Borrower's actual knowledge based on the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable Environmental Report delivered to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance herewith, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and other routine reconciliations) and no Tenant has regulations, have been disposed, stored or treated by any tenant under any Lease on or about the right leased premises nor does Borrower have any knowledge of any tenant's intention to require Borrower to perform use its leased premises for any activity which, directly or finance indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Material Alterations petroleum product or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrarytoxic or hazardous chemical, Leases may contain (and the same shall be expressly permitted hereunder without notice to material, substance or the consent of Lenderwaste, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsin either event, in each case as set forth in the Exception Reportcompliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the Closing Date. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and there are no defaults thereunder by any party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, except as disclosed and certified by Borrower. No Rent Roll is accurate and complete has been paid more than one (1) month in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaseadvance of its due date. Except as indicated on the Rent Roll or Exception Report, no All security deposits are being held by Borrower (including bonds or letters in accordance with applicable law. All work to be performed by 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 credit being held in lieu of cash security deposits) and no Tenant rent or other party payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No Tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as set forth disclosed in existing Leases. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder executed after the Exception Report, upon foreclosure on any Property, with respect date hereof shall be subject to each Lease at such Property either (i) Lender’s prior written approval. Lender shall automatically succeed to the rights execute and obligations deliver its standard form of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance and attornment agreement in form to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and substance which are reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered to Lender true The rent roll, which is included as part of Seller’s Deliveries, and which is attached hereto as Schedule 9.8 and incorporated herein by reference, is a true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions list of the Leases or Permitted Encumbrancesand Tenants including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other documents with respect thereto. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Propertyrent roll includes an addendum describing, with respect to each Lease at Lease, the amount of any advance or prepaid rentals which have not accrued, rental holidays which have not expired and other allowances granted any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the space, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is complete, true and correct. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and such Property either (i) Lender shall automatically succeed Leases have not been amended or modified. Seller is the “Landlord” or “Lessor” under the Leases and has full power and authority to assign the same to Buyer. Seller has not received written notice of any uncured event of default with respect to the rights and performance of any of its obligations under the Leases. To the best of Seller’s knowledge, each of the landlord under such Leases (ii) is in full force and effect and there is no monetary or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement monetary default under any Lease by either the landlord or the tenant thereunder, nor has an event occurred which with the giving of notice or the passage of time or both would result in form a default thereunder by either the landlord or the tenant thereunder. To the best of Seller’s knowledge, no valid claims or rights of offset exist with respect to the Leases. Except as provided on Schedule 9.8 attached hereto and substance reasonably acceptable to Lender if expressly required pursuant incorporated herein by reference, no Leasing Commissions, Tenant Inducement Costs or other amounts are now payable to any Lease. No material amounts are payable by Borrower to Person under any Tenant under a Lease (other than agreement or understanding in connection with common area maintenance any Lease or the renewal thereof, or any other options thereunder, nor does there exist any Leasing Commissions, Tenant Inducement Costs or other amounts which may become payable to any Person under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. To the best of Seller’s knowledge, there is no intention or indication of intention by any Tenant to terminate its Lease or to limit, amend or alter its Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of the work (including all tenant improvements) to be constructed and other routine reconciliations) and no Tenant has installed by the right to require Borrower to perform or finance any Material Alterations or improvements landlord in the leased premises pursuant to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to Leases is complete and fully paid for and/or will be complete and fully paid for on or before the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportClosing.

Leases. Borrower The Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.5, are true, correct, and complete as of the date prepared. Seller has delivered or will, pursuant to Lender true Section 4, deliver to Buyer true, accurate and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases and, to the best of Seller’s knowledge, there are no leases, subleases, licenses, occupancies or Permitted Encumbrances. The Rent Roll is accurate and complete tenancies in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right effect pertaining to purchase all or any portion of the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s knowledge, there are no rights to renew, extend or terminate the Leases or expand any PropertyLease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. Subject to To the provisions best of Section 4.7(a) Seller’s knowledge and except as expressly set forth in the Leases and Due Diligence Items, no brokerage commission or similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. To the best of Seller’s knowledge, neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in full compliance with all of the landlord’s obligations under the Leases. Except as set forth in the Exception ReportLeases and Due Diligence Items, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower Seller has no obligation to any Tenant under a Lease the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No rent or other payments have been collected in advance for more than one (other than in connection with common area maintenance and other routine reconciliations1) month and no Tenant has the right to require Borrower to perform rents or finance any Material Alterations or improvements to the space covered other deposits are held by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of LenderSeller, except to the extent required pursuant to Section 4.7(b)) security deposits described on the rights of tenants to receive reimbursement, contribution or allowance by landlord Rent Roll and rent for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportcurrent month.

Leases. Borrower represents and warrants to Lender that: (a) the Property is not subject to any Leases other than the Master Lease, (b) the Master Lease is in full force and effect, there are no defaults thereunder by either Borrower, or (to Borrower’s knowledge) Master Tenant, and Borrower has not received any notice of termination with respect to the Master Lease, (c) the copy of the Master Lease delivered to Lender is true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Propertiescomplete, including all modifications and amendments there are no oral agreements with respect thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, (d) no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash excluding security deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by Borrower under the Master Lease has been performed as required and has been accepted by the Master Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Master Tenant has already been received by Master Tenant, (g) Master Tenant has accepted possession and is in occupancy of, and is open for business and conducting normal business operations at, all of its demised premises, and is paying full, unabated rent under the Master Lease, (h) Master Tenant is free from bankruptcy or reorganization proceedings, (i) Master Tenant is an Affiliate of Borrower, (j) there are no brokerage fees or commissions due and payable in connection with the Master Lease, (k) Borrower has not assigned or pledged the Master Lease, the rents thereunder or any interest therein except to Lender, (l) no Tenant or other party Person has any option, right of first refusal or offer or any other similar preferential right to purchase all or any portion of any Property. Subject to of, or interest in, the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (im) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Master Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has does not have the right to require Borrower to perform or finance any Material Alterations or improvements terminate its Lease prior to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to expiration of the contrarystated term thereof except, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)contained in the Lease, (n) Master Tenant has not assigned its Lease or sublet all or any portion of the premises demised thereby, and (o) the rights Master Lease is subordinate to the Mortgage and the Assignment of tenants Leases and provides that the Master Tenant has agreed to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportattorn to Lender and any purchaser at a foreclosure sale.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is The Premises contains 299 apartment units including the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancestwo (2) office spaces. The Rent Roll is accurate a true, correct and complete in list, as of the date thereof, of all material respectsExisting Leases affecting the Premises; the expiration dates of the Existing Leases; the rents payable by tenants thereunder; and security deposits made by tenants and held by Seller, and tenant's portion of any accrued interest thereon, if required by applicable law. No tenant has any unilateral right or option to renew or extend the applicable Borrower that owns term of its lease except as otherwise disclosed in the Property covered Rent Roll. There are no sums to be credited to any tenant or any set-offs against rent which may be claimed by each any tenant by reason of any alterations, pre-paid rent, rental allowances, repairs, free rent, or otherwise pursuant to any written agreement between such tenant and Seller, except as otherwise disclosed in the Rent Roll. Any payments due to any tenant under any Existing Lease have been made. Except as disclosed on EXHIBIT D, no brokers or other intermediaries are entitled to receive any leasing, brokerage or other compensation out of or with respect to rents accruing under any Existing Leases pursuant to a written agreement between such brokers or other intermediaries and Seller, and no future Leases will make provision therefor. All obligations of Seller as landlord pursuant to Leases, including, without limitation thereto, decorating and alteration work, which shall have accrued at or prior to Closing will have been performed by Seller at or prior to Closing. No apartment is being rented free to any person except as shown on the Rent Roll is Roll. Copies of all Existing Leases, together with any modifications or amendments thereto are available for review during the lessor under such LeaseFeasibility Period by Buyer at the Premises. Except To the best of Seller's knowledge, all Existing Leases are in full force and effect, except as indicated on otherwise disclosed in the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any PropertyRoll. Subject to the The provisions of Section 4.7(athis subparagraph (a) and except as set forth in the Exception Reportshall survive Closing until October 1, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report1996.

Leases. Borrower has (a) The Properties are not subject to any Leases other than the Leases disclosed to Lender in writing or set forth in the occupancy and/or rental reports delivered to Lender true and complete copies of all on or prior to the Closing Date. Except as set forth on Schedule 4.1.26 attached hereto, there are no Major Leases pursuant to which on any Individual Property. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults by Borrower or, and to the applicable Borrower that owns best of Borrower’s knowledge, any tenant under any Lease which have a Material Adverse Effect and, to the Property covered by each best of Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease on the Rent Roll is the lessor under such Leasewhich would have a Material Adverse Effect. Except as indicated on disclosed to Lender in writing or set forth in the Rent Roll Rolls delivered to Lender on or Exception Reportprior to the Closing Date, no security deposits are being held by Borrower Rent (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and, except as disclosed to Lender in writing or set forth in the Rent Rolls, any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is still in effect. Except as disclosed to Lender in writing or set forth in the Rent Rolls, to the best of Borrower’s knowledge, no tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements. To Borrower’s knowledge, no hazardous wastes or toxic substances, as defined by applicable Federal, State or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Property. Subject tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the provisions use, generation, treatment, storage, disposal or transportation of Section 4.7(aany petroleum product or any toxic or hazardous chemical, material, substance or waste. (b) and except as With respect to any Individual Property located within the State of New York, Lender shall have all of the rights against lessees of each Individual Property located in the State of New York set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations Section 291-f of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent Real Property Law of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportNew York.

Leases. The Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the leasing or renting of the Property or any portion thereof, except for the Principal Lease (as amended from time to time), or as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, other than pursuant to the Principal Lease disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Borrower’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of rent under its Lease; and (vi) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true true, correct and complete copies of all Leases pursuant described in the Rent Roll; and (x) to which any Borrower is the lessor at any best of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for Borrower or affiliates the benefit of Borrower occupying all or any part of any Propertycreditors; and (xi) except as specifically described in the Title Insurance Policy, no person has Lease provides any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform obtain a lien or finance any Material Alterations or improvements encumbrance upon the Property superior to the space covered by its Lease. Notwithstanding any provision contained in lien of this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportMortgage.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule II and made a part hereof, which rent roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the Closing Date. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and there are no defaults thereunder by any party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, except as disclosed and certified by Borrower. No Rent Roll is accurate and complete has been paid more than one (1) month in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaseadvance of its due date. Except as indicated on the Rent Roll or Exception Report, no All security deposits are being held by Borrower (including bonds or letters in accordance with applicable law. All work to be performed by 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 credit being held in lieu of cash security deposits) and no Tenant rent or other party payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. No Tenant listed on Schedule II has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No Tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as set forth disclosed in existing Leases. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder executed after the Exception Report, upon foreclosure on any Property, with respect date hereof shall be subject to each Lease at such Property either (i) Lender’s prior written approval. Lender shall automatically succeed to the rights execute and obligations deliver its standard form of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance and attornment agreement in form to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and substance which are reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has (a) The Properties are not subject to any Leases other than the Leases disclosed to Lender in writing or set forth in the occupancy and/or rental reports delivered to Lender true and complete copies of all on or prior to the Closing Date. Except as set forth on Schedule 4.1.26 attached hereto, there are no Major Leases pursuant to which on any Individual Property. Borrower is the owner and lessor at any of landlord's interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults by Borrower or, and to the applicable Borrower that owns best of Borrower's knowledge, any tenant under any Lease which have a Material Adverse Effect and, to the Property covered by each best of Borrower's knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease on the Rent Roll is the lessor under such Leasewhich would have a Material Adverse Effect. Except as indicated on disclosed to Lender in writing or set forth in the Rent Roll Rolls delivered to Lender on or Exception Reportprior to the Closing Date, no security deposits are being held by Borrower Rent (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and, except as disclosed to Lender in writing or set forth in the Rent Rolls, any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is still in effect. Except as disclosed to Lender in writing or set forth in the Rent Rolls, to the best of Borrower's knowledge, no tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements. To Borrower's knowledge, no hazardous wastes or toxic substances, as defined by applicable Federal, State or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Property. Subject tenant's intention to use its leased premises for any activity which, directly or indirectly, involves the provisions use, generation, treatment, storage, disposal or transportation of Section 4.7(aany petroleum product or any toxic or hazardous chemical, material, substance or waste. (b) and except as With respect to any Individual Property located within the State of New York, Lender shall have all of the rights against lessees of each Individual Property located in the State of New York set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations Section 291-f of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent Real Property Law of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportNew York.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described on the Rent Roll attached as SCHEDULE IV hereto and complete copies made a part hereof (and subleases permitted under the Anchor Lease). To the best of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property's knowledge after due inquiry, no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and to Borrower's knowledge after inquiry, there are no defaults thereunder by either party and there are no conditions that, with the applicable Borrower that owns passage of time or the Property covered by each Lease on giving of notice, or both, would constitute defaults thereunder. To the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportbest of Borrower's knowledge after due inquiry, no security deposits are being held by Borrower Rent (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. To the best of Borrower's knowledge after due inquiry, all work to be performed by Borrower under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. To the best of Borrower's knowledge after due inquiry, there has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. To Borrower's knowledge after inquiry, except as set forth on SCHEDULE IV, no tenant listed on SCHEDULE IV has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. Except as set forth in SCHEDULE IV, no tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as set forth in SCHEDULE IV. To Borrower's actual knowledge based on the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable Environmental Report delivered to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance herewith, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and other routine reconciliations) and no Tenant has regulations, have been disposed, stored or treated by any tenant under any Lease on or about the right leased premises nor does Borrower have any knowledge of any tenant's intention to require Borrower to perform use its leased premises for any activity which, directly or finance indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Material Alterations petroleum product or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrarytoxic or hazardous chemical, Leases may contain (and the same shall be expressly permitted hereunder without notice to material, substance or the consent of Lenderwaste, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsin either event, in each case as set forth in the Exception Reportcompliance with applicable federal, state or local statues, rules and regulations.

Leases. The rent roll for each Property attached hereto as Schedules 7 (collectively, the “Rent Roll Schedules”) is true, complete and correct in all material respects and none of the Properties is subject to any Leases other than the related Operating Lease and the Leases described in the Rent Roll Schedules, as applicable. The Leases identified on the Rent Roll Schedules are in full force and effect and there are no defaults thereunder by any party thereto. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All construction work to be performed by each Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant. Each Borrower has delivered to Lender true a true, correct and complete copies list of all Leases pursuant to security deposits made by Tenants at the Property owned by such Borrower that have not been applied (including accrued interest thereon), all of which any are held by such Borrower is in accordance with the lessor at any terms of the Propertiesapplicable Lease and applicable Legal Requirements. To Borrowers’ knowledge, including all modifications each Tenant is free from bankruptcy or reorganization proceedings. To Borrowers’ knowledge, no Tenant under any Lease is default under the terms and amendments thereto, which are in Borrower’s possessionconditions of such Lease. Except for Borrower or affiliates of Borrower occupying all No Tenant under any Lease (or any part sublease) (other than the Operating Leases) is an Affiliate of any PropertyBorrower, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease as may be otherwise disclosed on the Rent Roll is Schedules, as appropriate. The Tenants under the lessor under such LeaseLeases have accepted possession of and are in occupancy of all of their respective demised premises, and are open for business and paying full, unabated rent. Except as indicated on There are no brokerage fees or commissions due and payable in connection with the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters leasing of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on space at any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable except as has been previously disclosed to Lender if expressly required pursuant to any Lease. No material amounts are in writing, and no such fees or commissions will become due and payable by Borrower to any Tenant under a Lease (other than in the future in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform Leases, including by reason of any extension of such Lease or finance any Material Alterations or improvements to expansion of the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lenderleased thereunder, except as has previously been disclosed to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, Lender in each case as set forth in the Exception Reportwriting.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the Closing Date. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in the Property (or any of the Properties portion thereof) or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent Roll is accurate and complete has been paid more than one (1) month in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaseadvance of its due date. Except as indicated on the Rent Roll or Exception Report, no All security deposits are being held by Borrower (including bonds or letters in accordance with applicable law. All work to be performed by 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 credit being held in lieu of cash security deposits) and no Tenant rent or other party payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No Tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. The Property is not subject to any leases other than the Master Lease and the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete and accurate in all respects as of the Closing Date. Borrower has delivered to Lender true is the owner of landlord’s interest in, and complete copies is lessor under, the Master Lease, and Master Tenant is the owner of all landlord’s interest in, and is lessor under, the Leases. Borrower is the holder of an assignee’s interest of the Rents from Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionMaster Lease ALR. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Master Lease, the Leases or Permitted Encumbrancesand Hotel Transactions. The Master Lease is in full force and effect and there is no Event of Default (as defined in the Master Lease) thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such an Event of Default. The Leases are in full force and effect and there are no defaults thereunder by either party and to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent Roll is accurate and complete or any amounts payable by Master Tenant to Borrower under the Master Lease has been paid more than one (1) month in all material respects, and the advance of its due date. All security deposits are held by Borrower or Master Tenant (as applicable) in accordance with applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaselaw. Except as indicated disclosed in the tenant estoppels delivered to Lender in connection with the closing of the Loan or as disclosed in the rent roll, all work to be performed by Borrower under the Master Lease and Master Tenant under each Lease has been performed as required and has been accepted by Master or the relevant Tenant (as applicable), and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Master Tenant or by Master Tenant to any Tenant has already been received by Master Tenant or such Tenant (as applicable). Except pursuant to the Master Lease ALR, there has been no prior sale, transfer or assignment, hypothecation or pledge of the Master Lease, any Lease, the rents payable under the Master Lease, or of the Rents received under the Leases which is outstanding. No Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the Rent Roll or Exception Reportpremises demised thereby, no security deposits are being held by Borrower such Tenant holds its leased premises under assignment or sublease (including bonds other than with respect to the Master Lease), nor does anyone except such Tenant and its employees occupy such leased premises (other than Master Tenant pursuant to the Master Lease). Neither Master Tenant nor any Tenant under any Lease has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to the Master Lease or other party has any option, right of first refusal such Lease or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No Tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered (a) The rent roll attached hereto as Schedule 4.20 (the “Rent Roll”) is true, complete and correct as of the date thereof, and the Premises is not subject to Lender true and complete copies of all any Leases pursuant to which any other than the Leases described in the Rent Roll. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Premises or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesa Lease. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease Leases identified on the Rent Roll are in full force and effect and there are no defaults thereunder by landlord, and to the best of the knowledge of Borrower, any tenant, and, to the knowledge of Borrower, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The forms of the Leases delivered to Lender are true and correct copies of the Lease forms used by Borrower, and there are no oral agreements with respect thereto. 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 received by such tenant. The tenants under the Leases evidenced by the Rent Roll have accepted possession of and are in occupancy of all of their respective Pad Site and have commenced the payment of full, unabated rent under the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the rents received therein which is the lessor under such Leasestill in effect. Except as indicated To Borrower’s knowledge, no tenant listed on the Rent Roll has assigned its Lease or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase sublet all or any portion of any Property. Subject to the provisions of Section 4.7(apremises demised thereby, no such tenant holds its leased premises under assignment or sublease. (b) and except as set forth All Leases for Pad Sites by Home Owners are on forms that are customary for similar manufactured home communities in the Exception Reportsame geographical location, upon foreclosure on any Property, with respect to each Lease at such Property either and contain terms that: (i) Lender shall automatically succeed to the rights are for initial terms of at least 12 months and obligations of the landlord under such Leases not more than 2 years (unless otherwise approved in writing by Lender), (ii) or such Leases may list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require payment of rents and other amounts payable by Home Owners be terminated in accordance with any early termination provisions within such Lease. Lender agreespayable to Borrower, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement (v) are substantially similar in form and substance reasonably acceptable to those previously delivered and approved by Lender if expressly and/or Lender’s counsel. All Leases for Pad Sites by Home Owners include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities, including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban Development and the Community Rules. (c) All Leases for Pad Sites by Home Owners are bona fide leases made to Home Owners that are required pursuant to any Lease. No material amounts locate a Manufactured Home thereon. (d) All Leases for Pad Sites require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance protected from loss or damage from fire and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reporthazards.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described on Schedule II and complete copies made a part hereof and the Operating Lease. Operating Lessee is the owner and lessor of all landlord’s interest in the Leases pursuant to which any other than the Operating Lease. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionOperating Lease. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases and Room License Agreements. To the Borrower’s knowledge, the current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or Permitted Encumbrancesthe giving of notice, or both, would constitute defaults thereunder. The To Borrower’s knowledge, except as disclosed to Lender on Schedule II hereof, (a) no Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date, (b) all work to be performed under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given to any tenant has already been received by such tenant, (c) there has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which remains in effect, (d) in each case, unless otherwise indicated thereon, no tenant listed on Schedule II has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises, (e) no tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part, and (f) no tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has The Property is not subject to any Leases other than the Leases described in the certified rent roll delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is in connection with the lessor at any origination of the PropertiesLoan. Such certified rent roll is true, including complete and correct in all modifications and amendments thereto, which are in Borrower’s possessionmaterial respects as of the date set forth therein. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all effect and to the Best of Mezzanine Borrower's Knowledge, there are no material respects, and the applicable Borrower that owns the Property covered defaults thereunder by each Lease either party (other than as expressly disclosed on the Rent Roll is certified rent roll delivered to Mezzanine Lender or the lessor under such Lease. Except as indicated on Tenant estoppel certificates delivered to Mezzanine Lender in connection with the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters closing of credit being held in lieu of cash security depositsthe Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date, except as disclosed in the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other party than those being assigned to Mortgage Lender concurrently herewith. No Tenant under any Lease has any option, a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide property of which the leased premises are a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportpart.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Operating Lease and Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll, to Borrower’s knowledge, is true, complete copies and accurate in all material respects as of all Leases pursuant to which any the Closing Date. Mortgage Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Leases. To Borrower’s possession. Except for Borrower or affiliates knowledge, (i) with the exception of Borrower occupying all or any part of any Propertyhotel guests and patrons, no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases, (ii) the current Leases are in full force and effect and neither Mortgage Borrower nor Operating Lessee have received or Permitted Encumbrancesdelivered written notice that either party is in default under any Lease except for (A) defaults which have been cured and (B) defaults that do not, in the aggregate have a materially adverse effect. The No Rent Roll is accurate has been paid more than one (1) month in advance of its due date (except with respect to provision of rooms and complete banquet and meeting space in all material respectsthe ordinary course of business). 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 payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll Rents received therein which is the lessor under such Leaseoutstanding. Except as indicated on the Rent Roll or Exception ReportTo Borrower’s knowledge, no security deposits are being held by Borrower (including bonds Tenant listed on Schedule I has assigned its Lease or letters sublet all or any portion of credit being held in lieu of cash security deposits) the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and no its employees occupy such leased premises. No Tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Substances have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Property. Subject tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the provisions use, generation, treatment, storage, disposal or transportation of Section 4.7(a) and except as set forth in the Exception Reportany petroleum product or any toxic or hazardous chemical, upon foreclosure on any Propertymaterial, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) substance or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportwaste.

Leases. Borrower has The rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I. The Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by either party. The copies of the Leases delivered to Lender are true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectscomplete, and the applicable Borrower that owns the Property covered by each Lease on the there are no oral agreements with respect thereto. No Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and no Tenant has been accepted by the applicable Tenant. Any payments, free rent, partial rent, rebate of rent or other party has any optionpayments, right of first refusal credits, allowances or similar preferential right abatements required to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable given by Borrower to any Tenant has already been received by such Tenant. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises and have commenced the payment of rent under the Leases. There are no security deposits under any of the Leases. Each Tenant under a Lease is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (other than or any sublease) is an Affiliate of Borrower. No Tenant under any Lease is in default under the terms and conditions of such Lease. The Tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with common area maintenance and other routine reconciliations) the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no Tenant has such fees or commissions will become due and payable in the right to require Borrower to perform future in connection with the Leases, including by reason of any extension of such Lease or finance any Material Alterations or improvements to expansion of the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lenderleased thereunder, except as has previously been disclosed to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, Lender in each case as set forth in the Exception Reportwriting.

Leases. Borrower has represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Propertiescomplete, including all modifications and amendments there are no oral agreements with respect thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property(d) except as otherwise disclosed on Schedule I, no person Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any possessory interest in free rent or other allowances required to be given by Borrower to any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in Tenant has already been received by such Tenant, (f) all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (including bonds h) Borrower has not assigned or letters pledged any of credit being held in lieu of cash security depositsthe Leases, the rents or any interests therein except to Lender, (i) and no Tenant or other party has any option, an option or right of first refusal or similar preferential right offer, to purchase all or any portion of any the Property. Subject to the provisions of Section 4.7(a; and (j) and except as set forth in the Exception Reportotherwise disclosed on Schedule I, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any no Tenant under any Lease that is not a Major Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower terminate its Lease prior to perform or finance any Material Alterations or improvements to expiration of the space covered by its stated term of such Lease. Notwithstanding For purposes hereof, the term “Lease” shall not include any provision contained in this Agreement sublease or other occupancy agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportwhich Borrower is not a party.

Leases. Borrower has delivered to Lender true a true, correct and complete schedule (the “Rent Roll”) of all Leases affecting the Property as of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, the base rent payable, the amount of any rent prepaid more than one (1) month in advance, the security deposit held thereunder and any other material provisions of such Lease. Upon Lender’s written request, Borrower shall provide true, correct and complete copies of all Leases pursuant described in the Rent Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property. Except as set forth in the Rent Roll, no Tenant under any Borrower is the lessor at any Lease has, as of the Propertiesdate hereof, including all modifications paid rent more than thirty (30) days in advance, and amendments theretothe rents under such Leases have not been waived, which released, or otherwise discharged or compromised. All security deposits required under such Leases have been fully funded and are held by Borrower in Borrower’s possessiona separate segregated account or as otherwise required by applicable law. Except for Borrower No Lease provides any party with the right to obtain a lien or affiliates encumbrance upon the Property superior to the lien of Borrower occupying all or any this Deed of Trust. The Property forms no part of any Propertyproperty owned, no person has any possessory interest in any used or claimed by Borrower as a residence or business homestead and is not exempt from forced sale under the laws of the Properties or right state in which the Premises is located. Borrower hereby disclaims and renounces each and every claim to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except Property as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reporthomestead.

Leases. Borrower has delivered The Property is not subject to Lender true any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete copies and accurate in all respects as of all Leases pursuant to which any the Closing Date. Mortgage Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in the Property (or any of the Properties portion thereof) or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent Roll is accurate and complete has been paid more than one (1) month in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaseadvance of its due date. Except as indicated on the Rent Roll or Exception Report, no All security deposits are being held by Mortgage Borrower (including bonds or letters in accordance with applicable law. 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 credit being held in lieu of cash security deposits) and no Tenant rent or other party payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No Tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered The rent roll attached hereto as Schedule XI is true, complete and correct in all material respects and no Individual Property is subject to Lender true and complete copies of all any material Leases pursuant to which any Borrower other than the Leases described on Schedule XI. Either Owner or Operating Lessee is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person (other than Owner) has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances(other than typical short-term occupancy rights of hotel guests). The Rent Roll is accurate Leases identified on Schedule XI are in full force and complete in all effect and there are no material respectsdefaults thereunder by Owner, Operating Lessee or, to Borrower’s and Leasehold Pledgor’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Leasehold Pledgor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent relating to the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower Leases (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner or Operating Lessee under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant. Any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Owner or Operating Lessee to any tenant has already been received by such tenant except as otherwise set forth on Schedule XI. The tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower or Leasehold Pledgor has delivered to Lender a true, correct and complete list of all security deposits made to Owner or Operating Lessee by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are held by Owner or Operating Lessee in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s and Leasehold Pledgor’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any optionLease (or any sublease) is an Affiliate of any Loan Party. To Borrower’s and Leasehold Pledgor’s knowledge, the tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents relating thereto or other Gross Revenue received therein which will be outstanding following the funding of the Loan (other than to Lender). No tenant listed on Schedule XI has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s and Leasehold Pledgor’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements, except as set forth in the Exception Report, upon foreclosure disclosed on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportSchedule XI.

Leases. Borrower has delivered To Borrower's best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to Lender true such rent roll (collectively, the "Rent Roll") is true, complete and complete copies of all correct and the Property is not subject to any Leases pursuant to which other than the Leases described in the Rent Roll and any Borrower is existing subleases thereunder and the lessor at any of the Properties, including all modifications and amendments thereto, which are in Master Lease. To Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, 's best knowledge no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate (and complete in all material respects, any existing subleases thereunder) and the applicable Master Lease. As of the date hereof (i) Borrower that owns is the Property covered owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest by Borrower (and to Borrower's knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower's knowledge, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date hereof; (iv) to Borrower's best knowledge, each Lease on the Rent Roll is the lessor under such Lease. Except in full force and effect; (v) to Borrower's best knowledge, except as indicated disclosed on the Rent Roll or Exception Reportin any tenant estoppels delivered to Lender in connection with the Loan (collectively, no security deposits are being held by the "Tenant Estoppels"), neither Borrower (including bonds nor, to Borrower's knowledge, any tenant under any Lease is in default under any of the material terms, covenants or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower's best knowledge, except as expressly set forth in the Exception ReportLeases, upon foreclosure the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any Propertyportion of the Rents; and (vii) to Borrower's best knowledge, with respect to except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease at such Property either (i) Lender shall automatically succeed to the rights have been paid in full and, except for estimated payments of operating expenses and obligations of the landlord under such Leases (ii) or such Leases may be terminated taxes made by tenants in accordance with any early termination provisions within such their Leases, no Rents have been paid more than one (1) month in advance of the due dates thereof. For purposes of the preceding sentence, the term "Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has " shall exclude subleases including the right to require Borrower to perform or finance any Material Alterations or improvements to the subleases of space covered by its the Master Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has The Property is not subject to any Leases other than the Prime Lease, the Operating Lease and the Leases described in the certified rent roll delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is in connection with the lessor at any origination of the PropertiesLoan. Such certified rent roll is true, including complete and correct in all modifications and amendments thereto, which are in Borrower’s possessionmaterial respects as of the date set forth therein. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all effect and to the Best of Mezzanine Borrower’s Knowledge, there are no material respects, and the applicable Borrower that owns the Property covered defaults thereunder by each Lease either party (other than as expressly disclosed on the Rent Roll is certified rent roll delivered to Mezzanine Lender or the lessor under such Lease. Except as indicated on Tenant estoppel certificates delivered to Mezzanine Lender in connection with the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters closing of credit being held in lieu of cash security depositsthe Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date, except as disclosed in the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower’s interest in any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other party than those being assigned to Mortgage Lender concurrently herewith. No Tenant under any Lease has any option, a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide property of which the leased premises are a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportpart.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described in Schedule I attached hereto and complete copies of all Leases pursuant to which any made a part hereof. Mortgage Borrower is the lessor at any owner of the Properties, including all modifications and amendments thereto, which are landlord’s interest in Borrower’s possessionthe Leases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Mortgage Borrower under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower that owns to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Property covered by each Lease on the Rent Roll Rents received therein which is the lessor under such Leasestill in effect. Except as indicated on the Rent Roll or Exception Reportprovided in Schedule I attached hereto, no security deposits are being held by Borrower (including bonds tenant listed on Schedule I attached hereto has assigned its Lease or letters sublet all or any portion of credit being held in lieu of cash security deposits) the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and no Tenant its employees occupy such leased premises. No tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the Property of which the leased premises are a part. No tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described in Schedule I attached hereto and complete copies of all Leases pursuant to which any made a part hereof. Borrower is the lessor at any owner of the Properties, including all modifications and amendments thereto, which are landlord’s interest in Borrower’s possessionthe Leases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower that owns to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Property covered by each Lease on the Rent Roll Rents received therein which is the lessor under such Leasestill in effect. Except as indicated on the Rent Roll or Exception Reportprovided in Schedule I attached hereto, no security deposits are being held by Borrower (including bonds tenant listed on Schedule I attached hereto has assigned its Lease or letters sublet all or any portion of credit being held in lieu of cash security deposits) the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and no Tenant its employees occupy such leased premises. No tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the Property of which the leased premises are a part. No tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower There are no leases, licenses or other agreements granting to any party any tenancy, license or right to use or occupy any portion of the Real Property other than the Leases (or, to the Knowledge of Seller, subleases, licenses, tenancies or other possession or occupancy agreements entered into by the tenants under Leases). Seller has delivered made available to Lender true the Purchasers true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any each of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseLeases. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in on Section 15(x) of the Exception ReportSeller Disclosure Letter, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights each Lease is in full force and effect and constitutes valid, legal and binding obligations of the landlord under such Leases applicable Selling Entity and/or Specified Entity or upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, enforceable in accordance with their terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally, (ii) or such Leases may be terminated neither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company nor any counterparty under any Lease is in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expensematerial default and, to provide the Knowledge of Seller, no event has occurred which with notice or the passage of time, or both, would constitute a subordinationmaterial default by any tenant under any Lease, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant (iii) there are no unpaid monetary obligations owed to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than tenant or tenant improvement allowances in connection with common area maintenance and other routine reconciliationsthe current term of the Tenant Leases (including, without limitation, the MSG Sphere Lease) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements entered into prior to the space covered by its Lease. Notwithstanding date hereof, and (iv) neither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, has given or received any provision contained written notice of the intention of any party to terminate or not renew any Lease or any assertion in this Agreement writing of any default, offset, counterclaim or deduction to the contrarypayment of rent that remains outstanding and, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights Seller’s Knowledge, no such default, or right of tenants to receive reimbursementoffset, contribution counterclaim or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportdeduction exists.

Leases. Borrower has delivered There are no occupancy agreements, leases, lettings or tenancies in effect to Lender true which Seller is a party that will affect the Real Property after Closing, except the Leases with tenants listed on the rent roll (the “Rent Roll”) attached hereto as Exhibit O. To Seller’s Knowledge, the Rent Roll is true, correct and complete copies of in all Leases pursuant to which any Borrower is material respects and sets forth the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part amount of any Propertytenant security deposits and letters of credit held by Seller, no person has and any possessory interest guaranties in any favor of Seller, in connection with the Properties or right to occupy the same except under and pursuant to the provisions Leases. To Seller’s Knowledge, copies of the Leases or Permitted Encumbrances. The Rent Roll is accurate that are true, correct and complete in all material respects, including all amendments, renewals, modifications, guaranties and assignments thereof, have been delivered to Buyer. To Seller’s Knowledge, neither the applicable Borrower that owns tenants of the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or nor any other party person has any optionright, right option or agreement to purchase the Property, including purchase options or rights of first refusal or similar preferential right to purchase all the Property or any portion of any thereof. With respect to each tenant at the Real Property. Subject to the provisions of Section 4.7(a) and , except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either Rent Roll: (i) Lender shall automatically succeed to Seller’s Knowledge, (1) such tenant's Lease is in full force and effect and (2) no default beyond any applicable notice and cure periods under the rights and obligations of the landlord under such Leases Lease exists thereunder; (ii) Seller has not sent to or received from any tenant a written notice of default under such Leases may be terminated tenant’s Lease which has not been cured or waived; (iii) no rent not yet due and payable under such tenant's lease has been paid more than one month in accordance with any early termination provisions within advance of its due date; (iv) such Lease. Lender agreestenant has not asserted in writing, at Borrower’s sole cost and expensenor, to provide a subordinationSeller’s Knowledge, attornment and non-disturbance agreement has such tenant threatened to assert, any claim of offset or other defense in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant respect of its or the landlord's obligations under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain ; and (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, v) except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in on Exhibit O, to Seller’s Knowledge, (1) all work required to be performed by Seller or GCI, as landlord, pursuant to the Exception ReportLeases and (2) all tenant improvement allowances, free rent, rent abatements and other concessions required to be paid by Seller or GCI, as landlord, pursuant to the Leases, has been performed or paid, or will be performed or paid, prior to Closing and, if not so performed or paid, will be credited to Buyer at Closing.

Leases. The Borrower has delivered to Lender the Agent (i) true copies of the forms of the Leases used by the Borrower at the Mortgaged Properties as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments or other agreements thereto relating to the Mortgaged Properties as of the date of inclusion of the Mortgaged Property in the Collateral. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property in the Collateral with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or reduced or altered rent as a result of the operation of any co-tenancy or similar clause, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral, (a) the Leases reflected in the Rent Roll are 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 neither the Borrower, the Guarantors nor any of their respective Subsidiaries has given or made any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the PropertiesLeases, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates (b) no tenant under any Lease has a currently effective right to terminate its Lease as a result of Borrower occupying all or any part the operation of any Propertyco-tenancy or similar clause. The separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no person has any possessory interest tenant having paid more than one month’s rent in any of the Properties advance. All tenant improvements or right work to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease be done for tenants on the Rent Roll is Roll, furnished or paid for by the lessor under such Lease. Except as indicated on Borrower, the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Guarantors or any portion of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Property. Subject Lease has been completed and paid for or provided for in a manner satisfactory to the provisions of Section 4.7(a) and Agent except as set forth in the Exception Report, upon foreclosure on any Property, with respect separate written certification delivered to each Lease at such Property either (i) Lender shall automatically succeed Agent prior to the rights and obligations acceptance of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseMortgaged Property as Collateral. No material amounts leasing, brokerage or like commissions, fees or payments are payable by Borrower to due from the Borrower, the Guarantors or any Tenant under a Lease (other than of their respective Subsidiaries in connection with common area maintenance and other routine reconciliations) and no Tenant has respect of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportseparate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral.

Leases. Borrower has delivered The rent roll attached hereto as Schedule XI is true, complete and correct in all material respects and no Individual Property is subject to Lender true and complete copies of all any Leases pursuant to which any other than the Leases described on Schedule XI. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances(other than typical short-term occupancy rights of hotel guests). The Leases identified on Schedule XI are in full force and effect and there are no material defaults thereunder by Borrower or, to Borrower’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent Roll is accurate relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant. 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 received by such tenant except as otherwise set forth on Schedule XI. The tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and complete in list of all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits made by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are being held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (including bonds or letters any sublease) is an Affiliate of credit being held Borrower. To Borrower’s knowledge, the tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in lieu connection with the leasing of cash security deposits) and space at any Individual Property, except as set forth on Schedule XI. There has been no Tenant prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents relating thereto or other party Gross Revenue received therein which will be outstanding following the funding of the Loan (other than to Lender). No tenant listed on Schedule XI has assigned its Lease or sublet all or any optionportion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements, except as set forth in the Exception Report, upon foreclosure disclosed on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportSchedule XI.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described in Schedule I attached hereto and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionmade a part hereof. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in the Property or any of the Properties part thereof, or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and, except as may have been reflected in any tenant estoppel certificates delivered to Lender or in Schedule I, Borrower is not aware of any defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder on the part of Borrower or to Borrower's knowledge, on the part of any tenant. No Rent Roll (including security deposits) has been paid more than one (1) month in advance of its due date. Except as disclosed in the tenant estoppels or disclosed in Schedule I, all work to be performed by 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 payments, credits, allowances or abatements required to be given by Borrower to any tenant have already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein. To Borrower's knowledge, except as disclosed in the tenant estoppels or disclosed in Schedule I, no tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby to Borrower's knowledge; no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. Except as disclosed in the tenant estoppels or disclosed in Schedule I, 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. Borrower is accurate not aware that any hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises except cleaning supplies used and stored in compliance with law and inventory held for retail sale in compliance with law, nor does Borrower have any knowledge of any tenant's intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste except cleaning supplies used and stored in compliance with law and inventory held for retail sale in compliance with law. Schedule I attached hereto is true and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. The Property is not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower or Operating Tenant, as the case may be, is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Major Leases are in full force and complete in all effect and, there are no material respectsdefaults by Borrower or Operating Tenant, as the case may be, or any tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease. No Rent has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Borrower or Operating Tenant, as the case may be, under each Major Lease has been performed as required and has been accepted by the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll tenant, and any payments, free rent, partial rent, rebate of rent or Exception Reportother payments, no security deposits are being held credits, allowances or abatements required to be given by Borrower (including bonds or letters Operating Tenant, as the case may be, to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of credit being held any Major Lease or of the Rents received therein which is still in lieu of cash security deposits) and no Tenant effect. No tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Property. Subject tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the provisions use, generation, treatment, storage, disposal or transportation of Section 4.7(aany Hazardous Materials, except those that are both (i) in material compliance with current Environmental Laws and except with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the Property or each tenant’s respective business at the Property as set forth in the Exception Reporttheir respective Leases, upon foreclosure on any Property, with respect to each Lease at such Property either (iB) Lender shall automatically succeed held by a tenant for sale to the rights and obligations public in its ordinary course of the landlord under such Leases business, or (iiC) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth fully disclosed in the Exception ReportEnvironmental Reports or otherwise disclosed to and approved by Lender in writing.

Leases. Borrower has The Borrowers have delivered to Lender the Agent true and complete copies of all the Leases pursuant and any amendments thereto relating to which any Borrower is the lessor at any each Collateral Property required to be delivered as a part of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any Eligible Real Estate Qualification Documents as of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesdate hereof. The Rent Roll is An accurate and complete Rent Roll in all material respects, and respects as of the applicable Borrower that owns date of inclusion of each Collateral Property in the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Collateral Property has been provided to the provisions Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of Section 4.7(a) the date thereof the sole material agreements relating to leasing or licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Collateral Property in the Collateral, in full force and effect in accordance with their respective terms, without any Propertypayment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Borrowers and the Subsidiary Guarantors, there is no basis for any such Leases (ii) claim or such Leases may be terminated notice of default by any tenant except in accordance the case of any of the foregoing, those matters which would not result in a Material Adverse Effect. Borrower knows of no condition which with the giving of notice or the passage of time or both would constitute a default on the part of any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, tenant with respect to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No the material amounts are payable by Borrower to any Tenant terms under a Lease or of the respective Borrower as landlord under the Lease, which would result in a Material Adverse Effect. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any lessee or licensor under the Leases except as may be specifically designated in the copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No property other than in connection the Collateral Property which is the subject of the applicable Lease is necessary to comply with common area maintenance and other routine reconciliationsthe requirements (including, without limitation, parking requirements) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportsuch Lease.

Leases. Borrower (i) Seller has delivered made available to Lender true Buyer true, correct, and complete copies of all of the Leases pursuant and the Guaranties, together with any and all modifications, amendments and supplements to which any Borrower or all of the Leases and the Guaranties, all in accordance with the Lease List, (ii) except as disclosed on the Lease List or specifically made known to Buyer, in writing, Seller is not a party to any agreement, of any nature, granting to any third party any possessory interest, of any nature, in or to any portion of any or all of the lessor at Buildings, (iii) Seller has received no written notice from Tenants claiming that Seller is currently in default in its obligations as landlord under any of the PropertiesLeases which has not been cured except as may be disclosed in a Tenant Estoppel Certificate; (iv) no Tenant is in default in any material monetary obligation under its Lease, including all modifications and amendments theretoexcept as expressly disclosed to Buyer in the A/R Report, which are in Borrower’s possession. Except for Borrower as defined below, or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right Seller’s Deliveries; and (v) Seller has delivered to occupy the same except under Buyer that certain accounts receivable report, prepared by Seller and pursuant dated as of August 15, 2005, which report summarizes all outstanding accounts receivable owed to the provisions Seller by any and all Tenants as of the Leases or Permitted Encumbrancesdate thereof (the “A/R Report”). The Rent Roll A/R Report is accurate accurate, true and complete in all material respects. Prior to Closing, Seller shall deliver to Buyer an updated A/R Report prepared no earlier than five (5) days prior to Closing. Seller hereby covenants and agrees with Buyer that, from and after the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception ReportEffective Date, no security deposits are being held by Borrower Seller shall deliver to Buyer (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject promptly after Seller’s transmission to the provisions Tenant in question) any and all default notices that Seller sends to any and all of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, Tenants with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights alleged monetary and obligations of the landlord nonmonetary defaults under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reporttheir Leases.

Leases. Borrower has The Loan Parties have delivered to Lender the Agent true and complete copies of all the Leases pursuant and any amendments thereto relating to which any Borrower is the lessor at any each Collateral Property required to be delivered as a part of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any Eligible Real Estate Qualification Documents as of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesdate hereof. The Rent Roll is An accurate and complete Rent Roll in all material respects, and respects as of the applicable Borrower that owns date of inclusion of each Collateral Property in the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Collateral Property has been provided to the provisions Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of Section 4.7(a) the date thereof the sole material agreements relating to leasing or licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Collateral Property in the Collateral, in full force and effect in accordance with their respective terms, without any Propertypayment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Loan Parties, there is no basis for any such Leases (ii) claim or such Leases may be terminated notice of default by any tenant except in accordance with the case of any early termination provisions within such Lease. Lender agreesof the foregoing, at Borrower’s sole cost and expense, to provide those matters which would not result in a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseMaterial Adverse Effect. No Borrower knows of any condition which with the giving of notice or the passage of time or both would constitute a default on the part of any tenant with respect to the material amounts are payable by Borrower to any Tenant terms under a Lease or of the respective Borrower as landlord under the Lease, which would result in a Material Adverse Effect. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any lessee or licensor under the Leases except as may be specifically designated in the copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No property other than in connection the Collateral Property which is the subject of the applicable Lease is necessary to comply with common area maintenance and other routine reconciliationsthe requirements (including, without limitation, parking requirements) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportsuch Lease.

Leases. Borrower has delivered to Lender true The rent roll, which is included as part of Seller’s Deliveries, is a true, correct and complete copies of in all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications material respects and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions sets forth a list of the Leases or Permitted Encumbrancesand Tenants, including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other documents with respect thereto. The Rent Roll rent roll includes an addendum describing, with respect to each Lease, the amount of any Leasing Commissions owing, the amount of any advance or prepaid rentals which have not accrued, any rental holidays which have not expired and other Tenant Inducement Costs granted to any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the leased premises, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is accurate true, correct and complete in all material respects, . The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and the applicable Borrower that owns the Property covered correct copies thereof and such Leases have not been amended or modified except as otherwise disclosed by each Lease on the Rent Roll Seller to Buyer. Seller is the lessor “Landlord” or “Lessor” under such Leasethe Leases and has full power and authority to assign the same to Buyer. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party Seller has any option, right of first refusal or similar preferential right to purchase all or any portion not received written notice of any Property. Subject to the provisions uncured event of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, default with respect to each the performance of any of its obligations under the Leases. Each of the Leases is in full force and effect and there is no monetary or non-monetary default under any Lease at such Property by either (i) Lender shall automatically succeed the landlord or the tenant thereunder, nor, to the rights and obligations best of Seller’s knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by either the landlord under such Leases (ii) or such Leases may be terminated in accordance the tenant thereunder. No valid claims or rights of offset exist with any early termination provisions within such Leaserespect to the Leases. Lender agreesNo Leasing Commissions, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant Tenant Inducement Costs or other amounts are now payable to any Lease. No material amounts are payable by Borrower to Person under any Tenant under a Lease (other than agreement or understanding in connection with common area maintenance any Lease or the renewal thereof, or any other options thereunder (provided, however, if a Lease is renewed a commission may be due), nor does there exist any commission, compensation or other amount which may become payable to any broker or other agent under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. Seller has not received written notice from any Tenants indicating the intention of such Tenants to terminate its Lease or to limit, amend or alter its Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of the work (including all tenant improvements) to be constructed and other routine reconciliations) installed by Seller, as the landlord, in the leased premises located on the portion of the Property owned by such Seller and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements pursuant to the space covered by its Lease. Notwithstanding any provision contained in this Agreement Leases is complete and fully paid for and/or will be complete and fully paid for on or before the Closing or if not an appropriate credit will be given to Buyer at the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent time of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportClosing.

Leases. The Properties are not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower or Operating Tenant, as the case may be, is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Major Leases are in full force and complete in all effect and, there are no material respectsdefaults by Borrower or Operating Tenant, as the case may be, or any tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease. No Rent has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Borrower or Operating Tenant, as the case may be, under each Major Lease has been performed as required and has been accepted by the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll tenant, and any payments, free rent, partial rent, rebate of rent or Exception Reportother payments, no security deposits are being held credits, allowances or abatements required to be given by Borrower (including bonds or letters Operating Tenant, as the case may be, to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of credit being held any Major Lease or of the Rents received therein which is still in lieu of cash security deposits) and no Tenant effect. No tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Property. Subject tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the provisions use, generation, treatment, storage, disposal or transportation of Section 4.7(aany Hazardous Materials, except those that are both (i) in material compliance with current Environmental Laws and except with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property as set forth in the Exception Reporttheir respective Leases, upon foreclosure on any Property, with respect to each Lease at such Property either (iB) Lender shall automatically succeed held by a tenant for sale to the rights and obligations public in its ordinary course of the landlord under such Leases business, or (iiC) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth fully disclosed in the Exception ReportEnvironmental Reports or otherwise disclosed to and approved by Lender in writing.

Leases. Borrower has delivered The Properties are not subject to Lender true any Leases other than the Leases described in Schedule II attached hereto and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionmade a part hereof. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and to Borrower's knowledge, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein which is outstanding. To Borrower's knowledge, nontenant listed on Schedule II has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. Except as set forth in Schedule II, no tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseSchedule II. No material amounts are payable hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant's intention to use its leased premises for any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has activity which, directly or indirectly, involves the right to require Borrower to perform use, generation, treatment, storage, disposal or finance transportation of any Material Alterations petroleum product or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrarytoxic or hazardous chemical, Leases may contain (and the same shall be expressly permitted hereunder without notice to material, substance or the consent of Lenderwaste, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursementin either event, contribution incompliance with applicable federal, state or allowance by landlord for tenant improvements or rent concessions or abatementslocal statues, in each case as set forth in the Exception Reportrules and regulations.

Leases. Borrower has represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by either party except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant prior to the provisions date hereof, (c) the copies of the Leases or Permitted Encumbrances. The Rent Roll is accurate delivered to Lender are true and complete in all material respects, and there are no oral agreements with respect thereto except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (d) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (e) all work to be performed by Borrower that owns the Property covered by under each Lease on has been performed as required and has been accepted by the Rent Roll is applicable Tenant except as otherwise set forth in an estoppel certificate executed by the lessor under applicable Tenant delivered to Lender prior to the date hereof, (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 received by such Lease. Except Tenant except as indicated on otherwise set forth in an estoppel certificate executed by the Rent Roll or Exception Reportapplicable Tenant delivered to Lender prior to the date hereof, no (g) all security deposits are being held in accordance with Legal Requirements, (h) neither the landlord nor any Tenant is in default under any of the Leases except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof; (i) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (including bonds j) Borrower has not assigned or letters pledged any of credit being held in lieu of cash security depositsthe Leases, the rents or any interests therein except to Lender; (k) and no Tenant or other party has any option, an option or right of first refusal or similar preferential right offer, to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance the Stop and other routine reconciliationsShop Lease, which right of first refusal has been waived by Stop and Shop pursuant to that certain Notice of Waiver of Right of First Refusal dated October 28, 2004); (l) and no Tenant has the right to require Borrower terminate its Lease prior to perform or finance any Material Alterations or improvements expiration of the stated term of such Lease; and (m) all existing Leases are subordinate to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required Mortgage either pursuant to Section 4.7(b)) the rights of tenants to receive reimbursementtheir terms or a recordable subordination agreement delivered concurrently herewith, contribution or allowance delivered hereafter as approved by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLender.

Leases. Borrower has The rent roll delivered by Seller to Lender true Buyer attached hereto as Exhibit 6.07 is true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any accurate as of the Properties, including all modifications and amendments thereto, which date thereof. There are in Borrower’s possessionno leases affecting the Property other than the Leases listed on the rent roll. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions Each of the Leases is in full force and effect and has not been further modified or Permitted Encumbrancesamended except as otherwise disclosed by Seller to Buyer in writing. The Rent Roll is accurate There are no written or oral promises undertakings, or agreements between Seller and complete in all material respectsany tenant that have not been disclosed by Seller as part of Seller's Information provided by Seller to Buyer, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception ReportLeases. To Seller's actual knowledge, upon foreclosure on there are no defaults by any Propertyparty to the Leases or any defenses, setoffs, or counterclaims for the benefit of the tenants under the Leases and no rent has been prepaid nor concessions given to the tenants under the Leases except as disclosed in the Leases. To Seller's actual knowledge, no tenant of the Property is the subject of a bankruptcy or insolvency proceeding. To Seller’s actual knowledge, there are no currently existing facts which, with respect the giving of notice or the lapse of time, or both, would constitute a default by Seller or any tenant under the Leases, or which has given rise to each a current dispute between Seller and any tenant under the Leases. No Lease at such Property either (i) Lender shall automatically succeed to the rights is presently in arbitration or litigation, and obligations no tenant, as of the landlord date hereof has any charge, lien or offset under its Lease or otherwise against the rent or other charges due or to become due under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such tenant’s Lease. Lender agrees, at Borrower’s sole cost and expenseSeller, to provide its actual knowledge, is in full compliance with all of its obligations under the Leases. Except as otherwise provided in Section 11.12 hereof, all tenant improvement allowances due any tenant currently occupying a subordinationportion of the Property have been or will be paid in full by Seller. Seller has not released any guarantors of any of the Leases and will not, attornment and non-disturbance agreement in form and substance reasonably acceptable prior to Lender if expressly required pursuant to Closing, release any Lease. No material amounts are payable by Borrower to any Tenant person or entity having liability under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case Seller as set forth in the Exception Reportlessor therein.

Leases. Borrower has delivered to Lender true 3.10.1 Schedule 3.10 hereto is an accurate and complete copies list of all Leases leases or rights of occupancy pursuant to which the Company leases or subleases any Borrower real property or interest therein or personal property (the "Leases"). A true and correct copy of each Lease has been delivered to Purchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery. Each Lease is valid and in full force and effect. There are no existing defaults under any provision of any Lease, and no event has occurred which (with or without notice, lapse of time or both) would constitute a default thereunder. 3.10.2 The Company is in actual possession of the lessor at properties demised under the Leases and, except as shown on Schedule 3.10, has good and indefeasible title to the leasehold estates conveyed under the Leases free and clear of all title defects or objections, mortgages, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, and are not, in the case of the properties demised under the Leases, to the knowledge of Seller, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, (i) liens shown on the Unaudited Balance Sheet as securing specific liabilities or obligations or other matters with respect to which no default exists, and (ii) liens for taxes not yet due and payable. No portion of any of the Propertiesimprovements erected by and under the direction of the Company on the properties demised under the Leases encroach on adjoining property or public streets and, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates to the knowledge of Borrower occupying all or any part of any Propertythe Company, no person has any possessory interest in portion of any of the Properties or right to occupy the same except properties demised under and pursuant to the provisions of the Leases are, or Permitted Encumbranceshave been, subjected to a special ad valorem tax valuation such that a change in ownership or use (whether now existing or in the future) has caused or will cause additional ad valorem taxes to be imposed upon the properties demised under the Leases. 3.10.3 The basic rent and all additional rent payable under the Leases have been paid to date. The Rent Roll is accurate and complete in all material respectsTo the knowledge of Seller, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in on Schedule 3.10, all work required to be performed under the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of Leases by the landlord under such Leases (ii) thereunder or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost by the Company has been performed and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant that the Company is responsible for payment of such work, has been fully paid for, whether directly to Section 4.7(b)) the rights of tenants contractor performing such work or to receive reimbursement, contribution or allowance by such landlord as reimbursement therefor except for tenant improvements or rent concessions or abatements, items which the Company is disputing in each case as set forth good faith. 3.10.4 There have been no casualties which could result in the Exception Reporttermination of any Lease or the application of any buy-out provisions contained in any Lease relative to damage by casualty.

Leases. Borrower Seller is the lessor or landlord or the successor lessor or landlord under the Leases. Seller has delivered to Lender true Purchaser true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaseany guaranties thereof. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception ReportLease Schedule, upon foreclosure there are no other leases or occupancy agreements affecting the Property. 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. No tenants have asserted in writing any claims, defenses or offsets to rent accruing from and after the date of Closing. To Seller's knowledge, except as disclosed to Purchaser in writing, no default, delinquency or breach exists on the part of any Propertytenant, and to Seller's knowledge, no condition exists which, with the passage of time or the giving of notice, or both, will become a default. There are no defaults or breaches on the part of Seller, as the landlord under any Lease. In the event that any Tenant Estoppel delivered to Purchaser with respect to each any Lease at shall contain any statement of fact, information or other matter which is inconsistent with the matters stated in Seller's representations in this Section 5.1(c), the Tenant Estoppel shall control and Seller shall have no liability for any claim based upon a breach of representation regarding such Property either (i) Lender shall automatically succeed statement of fact, information or other matter contained in the Tenant Estoppel. Notwithstanding anything to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contrary contained in this Agreement, Seller 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. The termination of any Lease prior to Closing by reason of the tenant's default shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the contraryPurchase Price or give rise to any other claim on the part of Purchaser, Leases may contain (except that such event with respect to a Required Tenant shall constitute a non-fulfillment of a condition precedent to Purchaser's obligation to close hereunder and the same Purchaser's remedies shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportthis Agreement.

Leases. Borrower has delivered To the best of Borrower’s knowledge after due inquiry and except as set forth on Schedule I, (a) the Property is not subject to Lender true any Leases other than the Leases described in Schedule I attached hereto and complete copies made a part hereof and the Hotel Operating Lease, (b) Hotel Owner is the owner and lessor of all Leases pursuant to which any Borrower landlord’s interest in the Hotel Operating Lease and Hotel Operator is the lessor at any of the Propertiesunder all other Leases, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, (c) no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases, (d) the current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or Permitted Encumbrances. The the giving of notice, or both, would constitute defaults thereunder, (e) no Rent Roll is accurate has been paid more than one (1) month in advance of its due date, (f) all work to be performed by Borrower under each Lease has been performed as required and complete in all material respectshas been accepted by the applicable tenant, and 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 received by such tenant, (g) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the applicable Borrower that owns Rents received therein which is still in effect, (h) no tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportpremises demised thereby, no security deposits are being held by Borrower such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises, (including bonds i) no tenant under any Lease has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to such Lease or other party has any option, right of first refusal or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part, and (j) no tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as for rights expressly set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such applicable Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. The Borrower has delivered to Lender the Agent (i) true copies of the forms of the Leases used by the Borrower at the Collateral Property as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments or other agreements thereto relating to the Collateral Property as of the date of inclusion of the Collateral Property in the Collateral. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Collateral Property in the Collateral with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or reduced or altered rent as a result of the operation of any co-tenancy or similar clause, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral. There are no occupancies, rights, privileges or licenses in or to the Collateral Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Collateral Property. Except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral, (a) the Leases reflected in the Rent Roll are 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 neither the Borrower, the Guarantors nor any of their respective Subsidiaries has given or made any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the PropertiesLeases, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates (b) no tenant under any Lease has a currently effective right to terminate its Lease as a result of Borrower occupying all or any part the operation of any Propertyco-tenancy or similar clause. The separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no person has any possessory interest tenant having paid more than one month’s rent in any of the Properties advance. All tenant improvements or right work to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease be done for tenants on the Rent Roll is Roll, furnished or paid for by the lessor under such Lease. Except as indicated on Borrower, the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all Guarantors or any portion of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Property. Subject Lease has been completed and paid for or provided for in a manner satisfactory to the provisions of Section 4.7(a) and Agent except as set forth in the Exception Report, upon foreclosure on any Property, with respect separate written certification delivered to each Lease at such Property either (i) Lender shall automatically succeed Agent prior to the rights and obligations acceptance of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any LeaseCollateral Property as Collateral. No material amounts leasing, brokerage or like commissions, fees or payments are payable by Borrower to due from the Borrower, the Guarantors or any Tenant under a Lease (other than of their respective Subsidiaries in connection with common area maintenance and other routine reconciliations) and no Tenant has respect of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportseparate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral.

Leases. The Borrower has delivered to Lender the Administrative Agent true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesand any amendments thereto relating to each Pool Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. The Rent Roll is An accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll as of the date of inclusion of each Pool Property in the Pool Availability with respect to all Leases of any portion of the Pool Property has been provided to the Administrative Agent (except with respect to each Pool Property that is leased to a single tenant under a triple-net lease, the lessor under lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such LeaseRent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Pool Property and in the Building relating thereto. Except as indicated reflected on the such Rent Roll or Exception Reporton Schedule 4.20 no tenant under any Lease is entitled to any free rent, no security deposits are being held by Borrower (including bonds partial rent, rebate of rent payments, credit, offset or letters of credit being held deduction in lieu of cash security deposits) and no Tenant rent, including, without limitation, lease support payments, lease buy-outs or other party has any option, right of first refusal abatements or similar preferential right to purchase all or any portion of any Propertycredits. Subject to the provisions of Section 4.7(a) and except Except as set forth in Schedule 4.20, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Pool Property in the Pool Availability, in full force and effect in accordance with their respective terms, without any Propertypayment 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 reflected in Schedule 4.20, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Borrower, there is no basis for any such Leases claim or notice of default by any tenant. Except as reflected in Schedule 4.20, no property, other than the Pool Property, which is the subject of the applicable Lease, is necessary to comply with the requirements (iiincluding, without limitation, parking requirements) or such Leases may be terminated contained in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered (a) The Properties are not subject to Lender true and complete copies of all any Leases pursuant to which any other than the Leases described on the Rent Roll attached as Schedule II hereto. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Leases. To Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyknowledge, no person Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults by Borrower or, to Borrower’s knowledge, any Tenant under any Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease. To Borrower’s knowledge, all Tenants under the Leases are currently in occupancy and have not ceased or substantially ceased operations, or otherwise “gone dark”. No Tenant has given notice of intent to cease operations, substantially cease operations or otherwise “go dark.” No Rent has been paid more than one (1) month in advance of its due date. To Borrower’s knowledge, there are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Lease has been, or is being, performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower that owns to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Property covered by each Lease on the Rent Roll Rents received therein which is the lessor under such Leasestill in effect. Except as indicated described on the Rent Roll or Exception ReportSchedule II, no security deposits are being held by Borrower (including bonds Tenant under any Lease has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to such Lease or other party has any option, right of first refusal or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any Tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Property. Subject Tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the provisions use, generation, treatment, storage, disposal or transportation of Section 4.7(aany Hazardous Materials, except those that are both (i) in compliance with current Environmental Laws and except with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each Tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held by a Tenant for sale to the Exception Reportpublic in its ordinary course of business, upon foreclosure on any Property, with respect or (C) fully disclosed to each Lease at such Property either Lender in writing pursuant to the Environmental Reports. (ib) Lender shall automatically succeed to have all of the rights and obligations against lessees of each Individual Property located in the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent State of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as New York set forth in Section 291-1 of the Exception ReportReal Property Law of New York.

Leases. Borrower has delivered to Lender the Agent true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesand any amendments thereto relating to the Mortgaged Property. The Rent Roll is An accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is as of the lessor under such Lease. Except as indicated on date of inclusion of the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Mortgaged Property in the Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Mortgaged Property has been provided to the provisions Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of Section 4.7(a) 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, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date hereof, in full force and effect in accordance with their respective terms, without any Propertypayment 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 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 each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of Borrower, there is no basis for any such Leases claim or notice of default by any tenant. No property other than the Mortgaged Property is necessary to comply with the requirements (iiincluding, without limitation, parking requirements) or such Leases may be terminated contained in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered (a) The Properties are not subject to Lender true any Leases other than the Leases described in Schedule 4.1.26(A) attached hereto and complete copies of all Leases pursuant to which any made a part hereof. Mortgage Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseLeases. Except as indicated otherwise set forth on Schedule 4.1.26(B) hereof, the current Leases are in full force and effect and, there are no defaults by Mortgage Borrower or, to the best of Pledgor’s knowledge, any tenant under any Lease, and, to the best of Pledgor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease. No Rent Roll has been paid more than one (1) month in advance of its due date. There are no offsets or Exception Reportdefenses to the payment of any portion of the Rents. Except as otherwise set forth on Schedule 4.1.26(B) hereof, 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 payments, credits, allowances or abatements required to be given by Mortgage Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. Except as described on Schedule 4.1.26, no security deposits are being held by Borrower (including bonds tenant under any Lease has sublet all or letters any portion of credit being held in lieu of cash security depositsthe premises demised thereby, no such tenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. Except as otherwise set forth on Schedule 4.1.26(B) and hereof, no Tenant tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. Except as otherwise set forth on Schedule 4.1.26(B) hereof, no tenant under any PropertyLease has any right or option for additional space in the Improvements. Subject to the provisions of Section 4.7(a) and except Except as set forth in the Exception ReportEnvironmental Reports, upon foreclosure no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Pledgor have any Propertyknowledge of any tenant’s intention to use its leased premises for any activity which, with respect to each Lease at such Property either directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) Lender shall automatically succeed to the rights in compliance with current Environmental Laws and obligations of the landlord under with permits issued pursuant thereto (if such Leases permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case Individual Property as set forth in their respective Leases, (B) held by a tenant for sale to the Exception Reportpublic in its ordinary course of business, or (C) fully disclosed to and approved by Lender in writing pursuant to the Environmental Reports. (b) Lender shall have all of the rights against lessees of each Individual Property located in the State of New York set forth in Section 291-1 of the Real Property Law of New York.

Leases. Borrower has delivered (a) The rent rolls attached hereto as Schedule I are true, complete and correct and no Property is subject to Lender true and complete copies of all any Leases pursuant to which any other than the Leases described in Schedule I. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases. (b) With respect to residential Leases, except as set forth on the rent rolls attached hereto as Schedule I: (i) the Leases are in full force and effect and there are no material defaults thereunder by either party beyond any applicable notice or Permitted Encumbrances. The cure period, and, to Borrower’s Knowledge, except for certain rent arrearages which have been disclosed to Agent as of the date of this Agreement, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the copies of the Leases delivered to Agent are true and complete, and, to Borrower’s Knowledge, there are no oral agreements with respect thereto, (iii) no Rent Roll is accurate (including security deposits but not including last month’s rent) has been paid more than one (1) month in advance of its due date, (iv) 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 received by such Tenant, (v) Borrower has delivered to Agent a true, correct and complete in list of all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits made by Tenants at any Property which have not been applied (including accrued interest thereon), all of which are being held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (vi) to Borrower’s Knowledge, each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, and (vii) there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to Agent in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as has previously been disclosed to Agent in writing. (c) With respect to non-residential Leases, except as set forth on the rent rolls attached hereto as Schedule I: (i) the Leases are in full force and effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the copies of the Leases delivered to Agent are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by Borrower under any Lease has been performed as required and has been accepted by the applicable Tenant, (v) 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 received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Agent a true, correct and complete list of all security deposits made by Tenants at any Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has informed Borrower in writing that it intends to discontinue its business at its premises, (xi) there are no brokerage fees or other party commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to Agent in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as has previously been disclosed to Agent in writing, (xii) no Tenant under any Lease has any optionright or option for additional space in the Improvements and (xiii) to Borrower’s Knowledge, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, and no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. (d) No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to leased premises or the consent building of Lender, except to which the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportleased premises are a part.

Leases. Borrower has The Property is not subject to any Leases other than the Leases described in the certified rent roll delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is in connection with the lessor at any origination of the PropertiesLoan and the Air Rights Lease. Such certified rent roll is true, including complete and correct in all modifications and amendments thereto, which are in Borrower’s possessionmaterial respects as of the date set forth therein. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesthe REAs. The Rent Roll is accurate current Leases are in full force and complete effect and to Mezzanine Borrower's knowledge, there are no material defaults thereunder by either party (other than as expressly disclosed in all material respectsthe Loan Agreement (Mortgage), and the applicable Borrower that owns the Property covered by each Lease on the certified rent roll delivered to Mezzanine Lender or the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. No Rent Roll is has been paid more than one (1) month in advance of its due date, except as disclosed in the lessor under such Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan and as otherwise set forth in the Loan Agreement (Mortgage). There has been no prior sale, transfer or assignment, hypothecation or pledge by Mezzanine Borrower of any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mezzanine Lender concurrently herewith. Other than the right to purchase the Air Rights Parcel as contained in the Air Rights Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds Tenant under any Lease has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to such Lease or other party has any option, right of first refusal or similar preferential right otherwise to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide property of which the leased premises are a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportpart.

Leases. Borrower has delivered There are no other leases, licenses, subleases, occupancy agreements or other agreements for the use, possession or occupancy of any portions of the Real Property, other than those listed on Exhibit L attached to Lender this Agreement. Exhibit L contains a true, correct and complete list of all currently existing Leases at the Property to which any Seller is a party; full, true and complete copies of all Leases pursuant and all amendments and guarantees relating thereto have heretofore been delivered to which any Borrower is the lessor at any Buyer (or made available to Buyer as part of the PropertiesDocuments). To Seller's knowledge, including each Lease is in full force and effect, and except as shown on Exhibit L, to Seller's knowledge, no rent or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. Exhibit L sets forth a true and correct listing of all modifications and amendments thereto, which are in Borrower’s possessionsecurity deposits (indicating cash or letter of credit) or prepaid rentals made or paid by the tenants under the Leases. Except for Borrower or affiliates as shown in Exhibit L, Seller has not delivered any written notices of Borrower occupying all or tenant default to any part tenants under Leases which remain uncured, nor has Seller received any written notices of a landlord default from any Property, no person has any possessory tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which is to be repaid by Seller and released as of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseClosing. Except as indicated described on the Rent Roll or Exception ReportExhibit L, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party tenant has any option, right of first refusal or similar preferential right given written notice to purchase all or any portion Seller of any Propertydefault or offsets, claims or defenses available to it. Subject to the provisions of Section 4.7(a) and except as set forth The only Tenant Inducement Costs in the Exception Reportnature of tenant improvement costs for space currently being leased under any Leases in effect as of the date hereof (whether in the form of direct payments therefor required of Seller or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, upon foreclosure on in any Property, such case which may hereafter be payable under or with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or and excluding, in any event any such Leases Tenant Inducement Costs which may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than arise in connection with common area maintenance and other routine reconciliationsexpansions or lease renewals/extensions hereafter occurring under or with respect to any such Leases) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained are identified in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportExhibit L hereto.

Leases. The Borrower has delivered to Lender the Agent true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesrelating to each Mortgaged Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. The Rent Roll is An accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is and Lease Summary as of the lessor under such Lease. Except as indicated on date of inclusion of each Mortgaged Property in the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Mortgaged Property has been provided to the provisions Agent. The Leases reflected on such Rent Roll constitute as of Section 4.7(a) the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. No Major Tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Mortgaged Property in the Collateral, in full force and effect in accordance with their respective terms, without any Propertypayment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Borrower, there is no basis for any such Leases claim or notice of default by any tenant. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the requirements (iiincluding, without limitation, parking requirements) or such Leases may be terminated contained in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. (a) The Properties are not subject to any Leases other than the Leases described in Schedule I attached hereto and made a part hereof, including, without limitation, the Master Leases. Either Tower Mortgage Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any or Garage Mortgage Borrower is the lessor at any owner and holder of landlord’s interest in each Lease affecting the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all Properties or any part of any Property, no person portion thereof No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and the applicable Borrower that owns the Property covered by each Lease on the there are no oral agreements with respect thereto. No Rent Roll is the lessor under such Lease. Except as indicated on the or Vacant Space Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by each Mortgage Borrower under each Lease has been performed as required in such Lease and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by either Borrower to any tenant have already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents or the Vacant Space Rent received therein which is still in effect. No tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the Property of which the leased premises are a part. No tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered The rent roll with respect to Lender true each Mortgaged Property attached hereto as Schedule 3.3.8 is true, complete and complete copies of all correct and no Mortgaged Property is subject to any Leases pursuant to which any Borrower other than the Leases described in Schedule 3.3.8. Each applicable Mortgagor is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Leases with respect to each Mortgaged Property, no person and each applicable Borrower Entity is the collateral assignee and beneficiary of landlord’s interest in the Leases with respect to each Mortgaged Property. No Person has any possessory interest in any of the Properties Mortgaged Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as identified on Schedule 3.3.8 attached hereto, the Leases identified on Schedule 3.3.8, to Borrower’s actual knowledge, are in full force and effect and there are no defaults thereunder by either party, and there are no conditions that, with the passage of time or Permitted Encumbrancesthe giving of notice, or both, would constitute defaults thereunder, except to the extent such defaults would not reasonably be expected to have a Material Adverse Effect. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent Roll is accurate (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed as of the date hereof, by each Borrower Entity or Mortgagor, as applicable, under each Lease has been performed as required and has been accepted by the applicable Tenant. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower Entity or Mortgagor, as applicable, to any Tenant has already been received by such Tenant. To the extent required by the applicable Lease, the Tenants under the Leases have accepted possession of and, except as identified on Schedule 3.3.8 attached hereto, are in occupancy of all of their respective demised Mortgaged Property and have commenced the payment of full, unabated rent under the Leases. Each Borrower Entity has made available to Lender a true, correct and complete in list of all material respectssecurity deposits made by Tenants at the Mortgaged Property which have not been applied (including accrued interest thereon), and all of which are held, or have been used, by the applicable Borrower that owns Entity or Mortgagor, as applicable, in accordance with the Property covered by each terms of the applicable Lease on the Rent Roll is the lessor under such Leaseand applicable Legal Requirements. Except as indicated identified on Schedule 3.3.8 attached hereto, each Tenant under a Lease is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of any Borrower Entity or Mortgagor. Except as identified on Schedule 3.3.8 attached hereto, the Rent Roll Tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or Exception Reportcommissions due and payable in connection with the leasing of space at the Mortgaged Property, no security deposits are being held by Borrower (including bonds or letters of credit being held except as has been previously disclosed to Lender in lieu of cash security deposits) writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing. Except as identified on Schedule 3.3.8 attached hereto, there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, other than by a Mortgagor to the applicable Borrower Entity. No Tenant listed on Schedule 3.3.8 has assigned its Lease or other party has any option, right of first refusal or similar preferential right to purchase sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered (a) Prior to Lender true the Closing, the Seller shall terminate any and complete copies all leases, licenses, contracts, agreements, arrangements, and other obligations, whether written or oral, relating to the use, occupancy, or possession of any portion of the Property and existing as of the Effective Date (“Leases”). (b) The schedule of all Leases pursuant is attached to which any Borrower is this Agreement as Exhibit 5, and sets forth the lessor at any names of the Propertiestenants, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any the duration of the Properties or right to occupy Leases, and any security deposits held by the same except under Seller. Exhibit 5 is a true, correct, and pursuant to complete list of all Leases, and the provisions of the Leases or Permitted Encumbrances. The Rent Roll other information set forth thereon is accurate and complete in all material respects, and the applicable Borrower complete. There are no parties that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll have any rights of occupancy or Exception Report, no security deposits are being held by Borrower (including bonds or letters possession of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions Property as of Section 4.7(a) and the Effective Date, except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either Exhibit 5. (ic) Lender The Seller shall automatically succeed deliver to the rights Purchaser true and obligations correct copies of all Leases on or before the Effective Date. The Seller represents that each of the landlord under such Leases (ii) or such is unmodified, in full force and effect, and neither the Seller nor the tenant thereunder is in default in any material respect. The Seller further represents that all of the Leases may can be terminated before the Closing, without material default on the part of the Seller, and that no tenant under a Lease has any right to renew or extend the term of its Lease, or any right of first refusal to purchase the Property or lease additional space in the Property. (d) The Seller represents that there are no brokers’ commissions, finders’ fees, or other charges payable or to become payable to any third party on behalf of the Seller as a result of or in connection with any Lease or any transaction related thereto, including, without limitation, any exercised or unexercised option(s) to expand or renew. (e) If the Purchaser elects (or is deemed to have elected) to proceed with the Closing on the Inspection Termination Date (as defined in Section 7.5), the Seller shall give, no later than two (2) business days after the Inspection Termination Date, sufficient written notice to all tenants under the Leases in order to terminate each and every Lease for the Property. All tenants shall vacate, leave, move out of, evacuate, exit, depart from, and remove themselves and their property from the Property before the Closing Date, as specified in Section 9.2. As of the Closing Date, the Seller’s Representations and Warranties are, or will be, true and correct in every material respect. The Seller’s Representations and Warranties, and any document furnished by the Seller in accordance with this Agreement, do not contain any early termination provisions within such Leaseuntrue statement of material fact or omit to state a material fact required to be stated or necessary to make any statement therein not misleading. Lender agrees, at BorrowerThe Seller’s sole cost Representations and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease Warranties shall survive for two (other than in connection with common area maintenance and other routine reconciliations2) and no Tenant has years after the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportClosing Date.

Leases. Borrower has delivered To Borrower’s actual knowledge, (a) the Property is not subject to Lender true any Leases other than the Leases described in Schedule III attached hereto and complete copies of all Leases pursuant to which any made a part hereof, (b) Borrower is the owner and lessor at any of landlord’s interest in the PropertiesLeases, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, (c) no person Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesand (d) the current Leases are in full force and effect. The To Borrower’s actual knowledge, no Rent Roll is accurate has been paid more than one (1) month in advance of its due date, all work to be performed by Borrower under each Lease has been performed as required and complete in all material respectshas been accepted by the applicable tenant, and 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 received by such tenant. Other than in connection with the applicable Borrower that owns Original Loan, to Borrower’s actual knowledge, there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Property covered by each Lease Rents received therein which is still in effect. To Borrower’s actual knowledge, except as set forth on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception ReportSchedule III, no security deposits are being held by Borrower (including bonds tenant listed on Schedule III has assigned its Lease or letters sublet all or any portion of credit being held in lieu of cash security deposits) the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises, and no Tenant tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of any Propertythe leased premises or the building of which the leased premises are a part. Subject to the provisions of Section 4.7(a) and To Borrower’s actual knowledge, except as set forth on Schedule III, no tenant under any Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered to Lender true and complete copies of all The Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease described on the Rent Roll in Exhibit F comprise all the Leases presently existing and, to Seller’s best knowledge, each is the lessor under such Lease. Except in full force and effect; no Lease has been modified or supplemented except (if at all) as indicated set forth on the Rent Roll or Exception ReportExhibit F; no rent has been paid more than one month in advance by any tenant, and, to Seller’s best knowledge, no security deposits are being held by Borrower (including bonds tenant is entitled to any defense, credit, allowance or letters offset against rental; to Seller’s best knowledge, the information set forth in Exhibit F is true, correct, and complete. To Seller’s knowledge, there is no default of credit being held in lieu either landlord or tenant under any of cash security deposits) the Leases, and no Tenant state of facts which with notice and/or the passage of time would ripen into a default, except as set forth on Exhibit F. There are no persons or entities entitled to possession of the Property other party than those listed on Exhibit F. No work or installations is required of Seller except as specified (if at all) in the Leases, and in any case Seller has fully completed all improvements specified in any Lease to be the responsibility of the landlord and has paid all tenant improvement costs. There are no leasing commissions due from Seller nor will any become due in connection with any Lease or the renewal thereof, and no understanding or agreement exists in regard to payment of any leasing commissions from Seller or fees for future Leases. Seller has not granted to any tenant under a Lease or any other person an option, right of first refusal, or any other right to purchase the Property. In the event any such option, right of first refusal or similar preferential any other right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsdoes exist, in each case as set forth in writing, on the Exception Reportdate hereof, Seller shall deliver to Purchaser a written and recordable instrument signed by the holder thereof, irrevocably and unconditionally waiving, cancelling, terminating and annulling any such option, right of first refusal or other right.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described in Schedule I attached hereto and complete copies of all Leases pursuant to which any made a part hereof. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and the applicable Borrower that owns the Property covered by each Lease on the there are no oral agreements with respect thereto. No Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required in such Lease and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents reserved therein which is still in effect. No tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the Property of which the leased premises are a part. No tenant under any Property. Subject to the provisions of Section 4.7(a) and except as set forth Lease has any right or option for additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered Schedule 3.9 sets forth a copy of the most recent rent roll for each Real Property (each, a “Rent Roll”), which Rent Roll, to Lender such Seller’s Knowledge, is true and complete copies correct in all material respects as of the date of such Rent Roll. Except as noted in the Rent Roll, (i) all rent and other charges due under the Leases pursuant to which have been paid and there are no arrears or past due amounts due under the Leases, (ii) no rent or other charge under any Borrower is Lease has been paid for more than thirty (30) days in advance of its due date, and (iii) except as may be noted on Schedule 3.9.1, no tenant under any Lease has been given any concession, rebate, allowance or free rent for any period after the lessor at date of Closing, and (iv) except as may be noted on Schedule 3.9.1, all construction obligations of Sellers have been fully satisfied. The Leases are in full force and effect and constitute the valid and binding legal obligations of the respective tenants thereunder (the “Tenants”). No Seller has received any written notice of any dispute, termination or default from any Tenant under any of the PropertiesLeases, including all modifications and amendments theretoand, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated may be noted on the Rent Roll or Exception Reportin the lease files delivered or made available by Sellers to Buyers, no Seller has any Knowledge of (1) any dispute or any existing and uncured material default, or any claim of default (or any right to set-offs, offsets or abatements of or against rent or any other charges currently payable under its Lease), by such Seller or by any Tenant under any of the Leases, or (2) any event that has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute or would reasonably be expected to constitute a material default under any Lease. True, correct and complete copies of the Leases (including, without limitation, all amendments, modifications, supplements, restatements and guarantees thereof) have been made available by Sellers to Buyers. (a) Schedule 3.9 sets forth a true, correct and complete list of all Leases. Other than the Leases on Schedule 3.9, the ACS Lease (which shall be terminated prior to Closing) and the License Agreements (including those on Schedule 3.10), there are no leases, rental agreements, licenses or other occupancy agreements (or other agreements modifying or supplementing the foregoing) granted by Sellers with respect to any Real Property. (b) Schedule 3.9 sets forth a true, correct and complete list of all security deposits (and indicates whether cash or non-cash (i.e. letters of credit)) paid or deposited by a Tenant pursuant to its Lease. All Tenant security deposits that are required to be deposited in escrow pursuant to any Lease have been so deposited and are being held by Borrower (including bonds the applicable Seller or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at have been applied by such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated Seller in accordance with each Lease and all applicable Laws. (c) Schedule 3.9 sets forth a true, correct and complete list of all unpaid tenant allowances, other tenant incentives, brokerage commissions, and/or leasing fees owed or that could come due under any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Except as set forth on Schedule 6.21 with respect to the Initial Borrowing Base Properties or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties is subject to any Lease or other occupancy agreement, other than an Operating Lease to a Subsidiary Guarantor and a Ground Lease, as applicable. The Borrower has delivered to Lender the Agent true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents (other than the boat slip leases with respect to the Borrowing Base Properties located at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇). Such Leases constitute as of such date thereof the sole leases or Permitted Encumbrances. The Rent Roll is accurate licenses or other agreements pertaining to the occupancy or use of space (except for occupants of the Hotel Property in the ordinary course of business) at such Borrowing Base Property and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseBuilding relating thereto. Except as indicated reflected on the Rent Roll or Exception ReportSchedule 6.21, no security deposits are being held by Borrower tenant under any Lease (including bonds i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or letters deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has made any prepayments of credit being held in lieu of cash security deposits) and no Tenant rent or other party has any option, right payments due under such Lease for more than one (1) month in advance of first refusal or similar preferential right to purchase all or any portion the due date of any Propertysuch payment. Subject to the provisions of Section 4.7(a) Except as set forth in Schedule 6.21 and except with respect to defaults under the West Virginia Lease as set forth in the Exception Reporttenant estoppel certificate delivered on or about the date hereof, upon foreclosure on the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and effect in accordance with their respective terms, without basic rental payments or other payments to the landlord thereunder being in default beyond any Propertyapplicable cure period or, to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21 and except with respect to each defaults under the West Virginia Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reporttenant estoppel certificate delivered on or about the date hereof, neither the Borrower nor any Guarantor has 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 the Borrower, there is no basis for any such claim or notice of default by any tenant under a Lease.

Leases. (a) Borrower has delivered to Lender a true and complete copies correct copy of all Leases pursuant the form apartment lease for each Mortgaged Property (and, with respect to leases executed prior to the date on which Borrower first owned the Mortgaged Property, the form apartment lease used for such leases), and each Lease with respect to such Mortgaged Property is in the form thereof, with no material modifications thereto, except as previously disclosed in writing to Lender. Except as set forth in a Rent Roll, no Lease (other than any Master Lease, if applicable) for any unit in any Mortgaged Property (i) is for a term in excess of fifteen (15) months, including any renewal or extension period unless such renewal or extension period is subject to termination by the Borrower upon not more than thirty (30) days’ written notice, (ii) provides for prepayment of more than two (2) months’ rent, or (iii) was entered into in other than the ordinary course of business. (b) Except for any assignment of leases and rents which is a Permitted Lien, Borrower is the lessor at any owner and holder of the Propertieslandlord’s interest under each of the Leases and there are no prior outstanding assignments of any such Lease, including all modifications or any portion of the rents, additional rents, charges, issues or profits due and amendments payable or to become due and payable thereunder. (c) Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the knowledge of Borrower, of each of the other parties thereto, which are enforceable in Borrower’s possession. Except for Borrower accordance with its terms, subject only to bankruptcy, insolvency, reorganization or affiliates of Borrower occupying all or any part other similar laws relating to creditors’ rights generally, and equitable principles, and except as disclosed in writing to Lender, no notice of any Propertydefault by Borrower which remains uncured beyond any applicable cure periods under the subject Lease has been sent by any tenant under any such Lease, no person has other than defaults which do not have, and are not reasonably expected to have, a Material Adverse Effect on the Mortgaged Property subject to the Lease. (d) All premises demised to tenants under Leases except for non-residential leases permitted by the Loan Documents or otherwise approved by Lender, in Lender’s sole discretion, are occupied by such tenants (or subtenants) for residential purposes. No Lease contains any possessory interest in any of the Properties option or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any optionpurchase, right of first refusal or any other similar preferential right provisions. (e) No Mortgaged Property is entitled to purchase all low-income housing tax credits. (f) No Mortgaged Property is subject to a HAP Contract, provided that certain tenants may be entitled to “Section 8 sticky vouchers” or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth participate in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLandlord Assistance Program.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no No person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and any subleases relating thereto, and true and complete copies of all Leases (and, to the extent that Borrower has knowledge thereof, subleases) executed and delivered on or before the Closing Date have been delivered to Lender. Except as disclosed in the Tenant estoppel letters delivered to Lender prior to the date hereof (i) the Leases are in full force and effect, and are valid and enforceable in all material respects, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (ii) to its Actual Knowledge, there are no material defaults under any Lease or sublease by either party thereto (other than rent delinquencies specified on Schedule 4 attached hereto); (iii) to its Actual Knowledge, there are no conditions that, with the applicable Borrower that owns passage of time or the Property covered by each giving of notice, or both, would constitute a material default under any Lease; and (iv) no Rent under any Lease on or Operating Agreement has been paid for more than one month in advance, except for Security Deposits, which at the Rent Roll is Closing Date have been deposited with the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held Lender in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to accordance with the provisions of Section 4.7(a5.1(r) relating to Security Deposits received from and except as set forth in after the Exception Reportdate hereof. Each Lease is subordinate to the Loan Documents or, if any Lease is not so subordinate, the Tenant under such Lease is required to execute and deliver a nondisturbance, subordination and attornment agreement effecting the subordination of such Lease to the Loan Documents. As to all present Leases and (upon foreclosure on any execution thereof) all future Leases relating to the Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to Borrower is, or will be, the rights and obligations sole owner of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrowerlessor’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Leaseinterest. No material amounts are payable by Borrower Tenant has the right to any Tenant under terminate a Lease (other than in connection with common area maintenance and other routine reconciliationsa casualty or condemnation) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in Schedule 5 and no Lease contains an option to purchase, right of first refusal or similar provisions for the Exception Reportpurchase of the Property. No Tenant or former tenant has any present or future right to participate in the proceeds of the Property. There are no obligations for Tenant Improvements or inducements requiring the expenditure of money by Borrower as lessor under any Lease that have not been satisfied in full prior to the date hereof, except as set forth in Schedule 6.

Leases. The rent roll attached hereto as Schedule V is true, complete and correct and the Properties are not subject to any Leases other than the Leases described in Schedule V. The Leases identified on Schedule V are in full force and effect and there are no defaults thereunder by any party thereto. Borrower has delivered true, correct and complete copies of all of the Leases identified on Schedule V, such Leases have not been amended or modified, and there are no oral agreements with respect thereto. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by each Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant have already been received by such Tenant. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises and have commenced the payment of full, unabated rent under the Leases. Each Borrower has delivered to Lender true a true, correct and complete copies list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each Tenant is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of Borrower. No Tenant under any Lease is in default under the terms and conditions of such Lease. The Tenants under the Leases pursuant to which any Borrower is are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the lessor leasing of space at any of the Properties, including all modifications and amendments thereto, which are except as has been previously disclosed to Lender in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectswriting, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under no such Lease. Except as indicated on the Rent Roll fees or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) commissions will become due and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth payable in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than future in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform Leases, including by reason of any extension of such Lease or finance any Material Alterations or improvements to expansion of the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lenderleased thereunder, except as has previously been disclosed to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, Lender in each case as set forth in the Exception Reportwriting.

Leases. Borrower has delivered to Lender true There are no leases of or licenses or concessions for space in any Property which will be in force after the Closing and complete copies of all Leases pursuant to under which any Borrower Seller is the lessor at any of landlord (whether by it or its agent entering into the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower leases or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of acquiring the Properties or right to occupy the same except under and pursuant subject to the provisions leases) other than the Leases. As used herein, “Austin Leases” means, collectively, (a) the leases, licenses and concessions agreements listed on Exhibit “O-1” and (b) the leases, licenses and concessions agreements entered with respect to the Austin Property into in accordance with this Agreement. As used herein, “Waverly Leases” means, collectively, (a) the leases, licenses and concessions agreements listed on Exhibit “O-2” and (b) the leases, licenses and concessions agreements entered with respect to the Waverly Property into in accordance with this Agreement. “Leases” means the Austin Leases and the Waverly Leases. All of the Leases or Permitted Encumbrances. The Rent Roll is accurate are in full force and complete in all material respects, effect and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters none of credit being held in lieu of cash security deposits) and no Tenant or other party them has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and been amended except as set forth in Exhibits “O-1” and “O-2”. Except as set forth on Exhibit “P”, there are no security deposits under the Exception ReportLeases. There are no construction allowances, upon foreclosure on any Propertybrokerage commissions, with respect to each Lease at such Property either (i) Lender shall automatically succeed to or fees or similar inducements due now or payable in the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than future in connection with common area maintenance the Leases. To Seller’s knowledge, Seller has performed all material work required to be performed by Seller under the Leases. To Seller’s knowledge Seller has delivered to Buyer true, correct and complete copies of the Leases. To Seller’s knowledge, Seller is not in default in any material respect under the Leases and there is no existing condition that, with notice or passage of time or both, would constitute a material default by Seller under any of the Leases. To Seller’s knowledge, no other routine reconciliations) party to a Lease is in default in any material respect under such lease and no Tenant has the right to require Borrower to perform there is not existing condition that, with notice or finance passage of time or both, would constitute a material default by such party under any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. There are no Leases affecting the Property. Borrower has delivered to not executed any prior assignment of the Leases, nor has it performed any act or executed any other instrument which might prevent Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at from operating under any of the Propertiesterms and conditions of the Assignment of Leases or which would limit Lender in such operation; and Borrower further covenants and warrants to Lender that Borrower has not executed or granted any modification whatsoever of the Leases, including all modifications except as herein indicated, and amendments thereto, which that the Leases are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyfull force and effect, and that, except as otherwise disclosed to Lender in writing, there are no person has any possessory interest in any of the Properties or right to occupy the same except defaults now existing under and pursuant to the provisions of the Leases or Permitted Encumbranceswith respect to which Borrower has notified the tenant under the Leases. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Physical Condition of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions Renovation Work, all of Section 4.7(a) the Improvements are in good condition and repair except as set forth otherwise expressly provided in the Exception Property Condition Report dated as of September 8, 1998, prepared by Building Evaluation Services & Technology, Inc. (the "Property Condition Report"). Since the date of the Property Condition Report, upon foreclosure on any there have been no material adverse changes to the physical condition of the Improvements. Borrower is aware of no latent or patent structural or other significant defect or deficiency in such Improvements except as may be disclosed in the Property Condition Report. Water supply, storm and sanitary sewers, and electrical, gas and telephone facilities are available to the Property within the boundary lines of the Property, with respect are sufficient to each Lease at such Property either (i) Lender shall automatically succeed to meet the rights and obligations reasonable needs of the landlord under Property as now used or contemplated to be used, no other utility facilities are necessary to meet the reasonable needs of the Property as now used, and design and as-built conditions of the Property are such Leases (ii) that surface and storm water does not accumulate on the Property and, except as disclosed in writing to Lender, does not drain from the Property across land of adjacent property owners. Except as otherwise disclosed in writing to Lender, no part of the Property is within a flood plain and none of the Improvements create an encroachment over, across or such Leases may be terminated in accordance with upon any early termination provisions within such Lease. Lender agreesof the Property's boundary lines, at Borrower’s sole cost and expenserights of way or easements, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant building or other improvement on adjoining land create such an encroachment. Mechanics' Liens. There are no mechanics' or materialmen's liens, alienable bills or other claims constituting or that may constitute a lien on the Property or any part thereof, and no work for which any such lien could be asserted has been performed within the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lenderlast 90 days, except as otherwise disclosed in writing to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLender.

Leases. The Property is not subject to any Leases other than the Leases described in Schedule I attached hereto and made a part hereof. Mortgage Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower and/or Operating Lessee is the owner and lessor at of landlord’s interest in the Leases. No Person other than Mortgage Borrower, Operating Lessee and/or any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person Pledgee Subsidiaries has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete effect and, subject to any estoppel certificates delivered to Lender in connection with the closing of the Loan, to Borrower’s knowledge, there are no material “events of default” (i.e. defaults beyond all material respectsapplicable notice and cure periods) by Mortgage Borrower or any tenant under any Lease, and to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute an “event of default” under any Lease. Subject to any estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent has been paid more than one (1) month in advance of its due date and, to Borrower’s knowledge, there are no offsets or defenses to the payment of any portion of the Rents. Subject to any estoppel certificates and rent rolls delivered to Lender in connection with the closing of the Loan, and 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 payments, credits, allowances or abatements required to be given by Mortgage Borrower that owns to any tenant has already been received by such tenant. Subject to any estoppel certificates delivered to Lender in connection with the Property covered by each closing of the Loan, and to Borrower’s knowledge, here has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease on or of the Rent Roll Rents received therein which is still in effect. Subject to any estoppel certificates and rent rolls delivered to Lender in connection with the lessor closing of the Loan, no tenant under any Lease has sublet all or any portion of the premises demised thereby, no such Leasetenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. Except as indicated on set forth in any Leases or estoppel certificates delivered to Lender in connection with the Rent Roll or Exception Reportclosing of the Loan, no security deposits are being held by Borrower (including bonds tenant under any Lease has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to such Lease or other party has any option, right of first refusal or similar preferential right otherwise to purchase all or any portion part of any Propertythe leased premises or the building of which the leased premises are a part. Subject to the provisions of Section 4.7(a) and except Except as set forth in the Exception Reportany Leases, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) estoppel certificates or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable rent roll delivered to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and the closing of the Loan, no Tenant tenant under any Lease has the any right to require Borrower to perform or finance any Material Alterations or improvements to the option for additional space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described in Schedule 6.01Z attached hereto and complete copies made a part hereof. Issuers are the owner and lessor of all Leases pursuant to which any Borrower is landlord’s interest in the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and, to Issuers’ knowledge, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent Roll is accurate has been paid more than one (1) month in advance of its due date. All work to be performed prior to the date hereof by Issuers under each Lease has been performed as required and complete in all material respectshas been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Issuers to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll Rents received therein which is the lessor under such Leasestill in effect. Except as indicated on the Rent Roll or Exception ReportTo Issuers’ knowledge, no security deposits are being held by Borrower (including bonds tenant has assigned its Lease or letters sublet all or any portion of credit being held in lieu of cash security deposits) the premises demised and no Tenant such tenant holds its leased premises under assignment or other party sublease. To Issuers’ knowledge, no tenant under any Lease has any option, a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No tenant under any Property. Subject Lease has any right or option to the provisions of Section 4.7(a) and except as set forth lease additional space in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportImprovements.

Leases. Borrower has delivered to Lender true The rent roll, which is included as part of Seller’s Deliveries, is true, correct and complete copies of in all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications material respects and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions sets forth a list of the Leases or Permitted Encumbrancesand Tenants, including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other documents with respect thereto. The Rent Roll rent roll includes an addendum describing, with respect to each Lease, the amount of any Leasing Commissions owing, the amount of any advance or prepaid rentals which have not accrued, any rental holidays which have not expired and other Tenant Inducement Costs granted to any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the leased premises, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is accurate true, correct and complete in all material respects, . The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and the applicable Borrower that owns correct copies thereof and such Leases have not been amended or modified except as otherwise disclosed by Seller to Buyer. Each Seller as respects the Property covered owned by each Lease on the Rent Roll it, is the lessor “Landlord” or “Lessor” under such Leasethe Leases and has full power and authority to assign the same to Buyer. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party Seller has any option, right of first refusal or similar preferential right to purchase all or any portion not received written notice of any Property. Subject to the provisions uncured event of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, default with respect to each the performance of any of its obligations under the Commercial Leases. Each of the Commercial Leases is in full force and effect and there is no monetary or non-monetary default under any Commercial Lease at such Property by either (i) Lender shall automatically succeed the landlord or the tenant thereunder, nor, to the rights and obligations best of Seller’s knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by either the landlord under such Leases (ii) or such Leases may be terminated in accordance the tenant thereunder. No valid claims or rights of offset exist with any early termination provisions within such Leaserespect to the Leases. Lender agreesNo Leasing Commissions, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant Tenant Inducement Costs or other amounts are now payable to any Lease. No material amounts are payable by Borrower to Person under any Tenant under a Lease (other than agreement or understanding in connection with common area maintenance any Lease or the renewal thereof, or any other options thereunder (provided, however, if a Commercial Lease is renewed a commission may be due), nor does there exist any commission, compensation or other amount which may become payable to any broker or other agent under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. Seller has not received written notice from any Tenants under a Commercial Lease indicating the intention of such Tenants to terminate its Commercial Lease or to limit, amend or alter its Commercial Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of the work (including all tenant improvements) to be constructed and other routine reconciliations) installed by each Seller in the leased premises located on the portion of the Property owned by such Seller and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements pursuant to the space covered by its Lease. Notwithstanding any provision contained in this Agreement Leases is complete and fully paid for and/or will be complete and fully paid for on or before the Closing or if not an appropriate credit will be given to Buyer at the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent time of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.Closing

Leases. Borrower has (a) The rent roll for the Horizon Properties as of January 1, 1998 previously delivered by Horizon to Lender true and complete copies of all Leases pursuant to which any Borrower Prime is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate correct and complete in all material respects, and respects as of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. date thereof. (b) Except as indicated on provided in Schedule 2.10(b) to the Rent Roll or Exception ReportHorizon Disclosure Letter, no security deposits are being held by Borrower (including bonds or letters i) each of credit being held in lieu of cash security deposits) the leases and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase tenancies for all or any portion of the Horizon Properties (the "Horizon Leases") is valid and subsisting and in full force and effect except where the failure thereof, individually with respect to any PropertyHorizon Lease or in the aggregate with more than one Horizon Leases, could not be reasonably be expected to result in a Horizon Material Adverse Effect, and has not been amended, modified or supplemented since the date of the rent roll described in Section 2.10(a); and (ii) neither Horizon nor any of the Horizon Subsidiaries has received any written notice from any tenant of any intention to vacate which vacation would have a Horizon Material Adverse Effect. Subject Except as provided in Schedule 2.10(b) to the provisions Horizon Disclosure Letter neither Horizon nor any of Section 4.7(athe Horizon Subsidiaries has collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the date of collection. (c) Horizon has previously delivered or made available to Prime a true and except correct copy of all Horizon Leases. (d) Except as shown in Schedule 2.10(d) to the Horizon Disclosure Letter, as of the last day of the calendar month immediately preceding the date hereof, none of the lessees of Horizon Properties set forth in on Schedule 2.10(d) to the Exception ReportHorizon Disclosure Letter has asserted any claim of which Horizon or any of the Horizon Subsidiaries has received written notice which would materially affect the collection of rent from such tenant and neither Horizon nor any of the Horizon Subsidiaries has received written notice of any material default or breach on the part of Horizon or any of the Horizon Subsidiaries under any of the Horizon Leases with such a tenant which has not been cured. (e) Schedule 2.10(e) to the Horizon Disclosure Letter sets forth a complete and correct list as of February 1, upon foreclosure on 1998, of all written commitments made by Horizon or any Propertyof the Horizon Subsidiaries to lease any of the Horizon Properties which has not yet been reduced to a written lease, and provides with respect to each Lease at such Property either commitment the principal terms of such commitment, including, if applicable, (i) Lender shall automatically succeed the space to the rights and obligations of the landlord under such Leases be occupied, (ii) the name of the tenant, (iii) the length of the original term thereof and any right or option to renew or extend the lease term, (iv) the monthly minimum rental, (v) rental escalations, (vi) the terms with respect to percentage rent or other overage rent, (vii) any provisions for tenant allowances and (viii) the right of any third-party broker to any outstanding brokerage or other commission incident thereto. Horizon has previously delivered or made available to Prime a true and correct copy of each such Leases may be terminated commitment. (f) Any material leases pursuant to which Horizon or any Horizon Subsidiary, as lessee, leases real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any early termination provisions within of such Lease. Lender agreesleases, at Borrower’s sole cost any material existing default or any event which with notice or lapse of time or both would constitute such a default, nor do any of such leases contain any provision which would preclude the Surviving Company, Prime Partnership or Horizon Partnership, as applicable, from occupying and expense, to provide a subordination, attornment using the leased premises for the same purposes and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance upon substantially the same rental and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements terms as are applicable to the space covered occupation and use by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (Horizon and the same shall be expressly permitted hereunder without notice to Horizon Subsidiaries, or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportwhich would have a Horizon Material Adverse Effect.

Leases. Borrower has delivered An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to Lender true and complete copies of with respect to all Leases pursuant of any portion of the Collateral Property has been provided to Lender. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Buildings relating thereto. No tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Collateral Property or portion thereof other than Qualified Leases. The Leases reflected in the Rent Roll are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, and there are not any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither Borrower nor Owner has given or made, any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the PropertiesLeases, including all modifications and amendments thereto, which are in to the best of the Borrower’s possession. Except knowledge, there is no basis for Borrower any such claim or affiliates notice of Borrower occupying all or default by any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancestenant. The Rent Roll is accurate furnished to the Lender accurately and complete completely sets forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month’s rent in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leaseadvance. Except as indicated on the Rent Roll or Exception Reportdisclosed in writing to Lender, no security deposits material leasing, brokerage or like commissions, fees or payments are being held by Borrower (including bonds due from Borrower, the Guarantors or letters of credit being held Owner in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion respect of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Borrower has delivered The copies of Leases (including all guarantees, amendments, letter agreements, addenda and/or assignments thereof) and brokerage agreements made available to Lender Buyer with the Seller Information are true and complete copies copies. The Lease Schedule sets forth a true and correct list of all Leases pursuant (including all guarantees, amendments, letter agreements, addenda and/or assignments thereof) and leasing brokerage agreements. Except as described on the Lease Schedule, (i) the Leases are in full force and effect and have not been amended, modified or waived and, (ii) Seller has not entered into or assumed any other written agreements or licenses with respect to which any Borrower is the lessor at any possessory rights, use of the PropertiesProperty or tenancies of the Property, including all modifications and amendments thereto, which to Seller’s knowledge there are in Borrower’s possessionno other such agreements or licenses. Except for Borrower in connection with any financing now or affiliates previously secured by the Property (all of Borrower occupying all or any part which assignments shall be terminated and released as of any Propertythe Close of Escrow), no person Seller has any possessory not assigned its interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesthe rents and other income thereunder. The Rent Roll is accurate and complete in all material respectsTo Seller’s knowledge, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth on the Lease Schedule, no tenant has assigned its interest in its Lease or sublet a portion of the Exception ReportProperty. Each tenant under the Leases has accepted its leased premises under its respective Lease and all of landlord’s obligations to construct tenant improvements have been paid and performed in full. Except as shown on Schedule 8.1.4(a), upon foreclosure on any Propertyall construction allowances, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of tenant buildout, moving expenses, lease buy outs, lease termination payments, or other inducement amounts due by the landlord under such the leases and any free rent or rent abatements available to tenants under the Leases (iicollectively, “Tenant Inducement Costs”) have been paid in full by landlord to the respective tenant. Except as set forth on Schedule 8.1.4(b), no tenant is delinquent in the payment of rent and no tenant has paid fixed rent for more than one (1) month in advance. Seller is not in default in the performance of any material covenant to be performed by landlord under the Leases, and to Seller’s knowledge, no tenant has any material claims or such Leases may be terminated in accordance with any early termination provisions within such Leaseoffsets against Seller pursuant to the Leases. Lender agreesTo Seller’s knowledge, at Borrower’s sole cost and expense, to provide a subordination, attornment and there is no monetary or material non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to monetary default or breach on the part of any tenant under its Lease, except as set forth on Schedule 8.1.4. No material amounts are payable guarantor under the Leases has been discharged of its obligations by Borrower to Seller. Seller has not received any Tenant notice of a bankruptcy event involving any of the tenants under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its LeaseLeases. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be Except as expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases, there are no rights to lease or sublet, rights of renewal, extension, expansion, cancellation, termination or modification, options to lease, rights of first refusal to lease in effect. No tenant (or any auditor on behalf of a tenant) has given to landlord any notice of its intention to audit any operating expense, real estate tax or other charges billed to such tenant and to Seller’s knowledge no such audits are currently being conducted.

Leases. Borrower has To Seller’s knowledge, and except as otherwise disclosed in writing by Seller to Buyer: (i) the copies of the Leases listed on Schedule 1.7 and the leases of EMI listed on Schedule 1.2 (the “EMI Leases”) delivered to Lender true Buyer are true, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all and there are no amendments or modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant EMI Leases or other party has any optionagreements, right of first refusal written or similar preferential right to purchase all or any portion of any Property. Subject oral, with respect to the provisions of Section 4.7(a) and Leases or the EMI Leases except as listed on Schedule 1.7 and Schedule 1.2, respectively; (ii) the information set forth in the Exception Report, upon foreclosure on any Property, rent rolls prepared by Seller with respect to each Lease at the Leases and the EMI Leases and made available to Buyer (the “Rent Rolls”) was true and complete as of the date such Property either rent rolls were made available to Buyer; (iiii) Lender shall automatically succeed except for the Leases, there are no leases of the Real Property; (iv) except for the EMI Leases, there are no leases of the EMI Land; (v) there are no material, uncured defaults under any of the Leases or the EMI Leases; (vi) except to the rights and obligations extent described in the Rent Rolls, no tenant under any of the landlord Leases or the EMI Leases has prepaid any rent or other charges for more than the current month; (vii) no tenant under such any of the Leases or the EMI Leases has any right or option to purchase the Real Property or the EMI Land or any portion thereof or interest therein; (iiviii) except as provided in the Rent Rolls, no tenant under any of the Leases or such the EMI Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform renew or finance extend any Material Alterations or improvements to of the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the EMI Leases or has any options or rights of tenants first refusal with respect to receive reimbursementleasing of other land or space, contribution and no tenant under any of the Leases or allowance by landlord for the EMI Leases has the right to free rent, rebate, allowance, concession, security or other deposit; and (ix) Seller and EMI hold no security or other tenant improvements deposits under the Leases or rent concessions or abatements, in each case the EMI Leases except as set forth in shown on the Exception ReportRent Rolls.

Leases. Borrower has delivered The Properties are not, to Lender true Borrower’s knowledge after due inquiry, subject to any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is, to Borrower’s knowledge after due inquiry, true, complete copies and accurate in all material respects as of all Leases pursuant to which any the Closing Date. Borrower is the owner and lessor at any of landlord's interest in the Properties, including all modifications and amendments thereto, which are in Leases. To Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyknowledge after due inquiry, no person Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate current Leases are in full force and complete in all material respectseffect and, and to Borrower’s knowledge after due inquiry, there are no defaults thereunder by landlord or the applicable Tenant (other than any additional rent arrearages disclosed to Lender prior to the Closing Date in any delinquency/aged receivables report) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid to Borrower that owns or Borrower’s predecessor-in-interest of more than one (1) month in advance of its due date which Borrower will be affected by or bound to from and after the Property covered by each Lease on the Rent Roll is the lessor under such LeaseClosing Date. Except as indicated on the Rent Roll or Exception Report, no All security deposits are being held by Borrower (including bonds or letters in accordance with applicable law. All work to be performed by Borrower under each Lease has been performed as required except as set forth on Schedule 4.1.26 and has, to Borrower’s knowledge after due inquiry, been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of credit being held in lieu of cash security deposits) and no Tenant rent or other party payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein by Borrower which is outstanding. Bank of America, N.A. has not assigned or sublet its interest in the Master Lease and to Borrower’s knowledge after due inquiry, no other Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion part of any Property. Subject the leased premises or the building of which the leased premises are a part other than the rights of first refusal and rights of first offer to purchase in favor of the provisions of Section 4.7(a) and except Master Tenant as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Master Lease. No material amounts are payable by Borrower to any Tenant under a any Lease (has any right or option for additional space in the Improvements other than the expansion rights in connection with common area maintenance favor of the Master Tenant as set forth in the Master Lease. Borrower has delivered to Lender a true, correct and other routine reconciliations) and no complete copy of the Master Lease. As of the Closing Date, Master Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements terminate (a) not more than 6,905 square feet of premises leased pursuant to the space covered by its Master Lease. Notwithstanding any provision contained in this Agreement , which right to terminate must be exercised prior to June 30, 2023 and (b) not more than 105,016 square feet of premises leased pursuant to the contraryMaster Lease, Leases which right to terminate may contain be exercised no earlier than January 1, 2017 but must be exercised prior to June 30, 2023. $3,000,000 is on deposit with Master Tenant as a security deposit and such security deposit satisfies the requirements of the Master Lease for any security deposit required to be delivered by the landlord thereunder. No URR Agreement (and as defined in, the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)Master Lease) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportexists.

Leases. Borrower has delivered to Lender true Except as set forth on Exhibit M (the “Lease Exhibit”), or as otherwise permitted by Section 9.2.2(b), there are no leases or other use or occupancy agreements affecting any Individual Property. True, correct and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the PropertiesLeases of the Property and any amendments thereto have been delivered to Buyer, including except for de minimis omissions. The list of leases and other information set forth on the Lease Exhibit for each Seller’s Individual Property is true and correct in all modifications material respects and amendments theretoit is agreed that Seller shall have the right to update the Lease Exhibit as of the Closing Date to add new lease documents entered into after the Effective Date and to delete lease documents that are no longer in effect on such date. Seller has not granted any option or right of first refusal or first opportunity to any party to acquire the Property, which are in Borrower’s possessionany Individual Property or any portion thereof. Except as set forth in the Leases (including any Lease entered into in conformance with the provisions of Section 9.2.2(b)), Seller has not granted any option to any tenant under a Lease to expand its leased premises or to renew its Lease with respect to any Seller’s Individual Property. All work for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and tenant alterations required pursuant to the provisions terms of the Leases and other related work or Permitted Encumbrances. The Rent Roll is accurate and complete materials contracted for by Seller have been (or will be) substantially completed, in all material respects, on or prior to Closing, and the applicable Borrower that owns the Property covered all such work and materials have been (or will be) fully paid for on or prior to Closing by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and Seller except as set forth in the Exception Reporton Schedule 5.6. Except as set forth on Schedule 5.6, upon foreclosure on any Property, with respect all contributions to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions other tenant concessions, if any, have been (or abatementswill be) paid in full on or prior to Closing by Seller. Seller has not sent to nor received from any tenant any written notices of default under such tenant’s Lease, in each case as set forth in the Exception Reportwhich default remains uncured.

Leases. The Borrower has have delivered to Lender the Agent true and complete copies of all the Leases pursuant and any amendments thereto relating to which any Borrower is the lessor at any each Collateral Property required to be delivered as a part of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any Eligible Real Estate Qualification Documents as of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesdate hereof. The Rent Roll is An accurate and complete Rent Roll in all material respects, and respects as of the applicable Borrower that owns date of inclusion of each Collateral Property in the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Collateral with respect to all Leases of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject the Collateral Property has been provided to the provisions Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of Section 4.7(a) the date thereof the sole material agreements relating to leasing or licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Collateral Property in the Collateral, in full force and effect in accordance with their respective terms, without any Propertypayment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the knowledge and belief of the Borrower and the Subsidiary Guarantors, there is no basis for any such claim or notice of default by any tenant. Borrower knows of no condition which with the giving of notice or the passage of time or both would constitute a default on the part of any tenant with respect to the material terms under a Lease or of the respective Borrower as landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any the Lease. No material amounts are payable security deposit or advance rental or fee payment (more than 2 months in advance) has been made by Borrower any lessee or licensor under the Leases except as may be specifically designated in the copies of the Leases furnished to any Tenant under a Lease (the Agent or as otherwise disclosed to Agent in writing. No property other than in connection the Collateral Property which is the subject of the applicable Lease is necessary to comply with common area maintenance and other routine reconciliationsthe requirements (including, without limitation, parking requirements) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportsuch Lease.

Leases. Borrower has The Properties are not subject to any Leases other than ------ the Leases described in the rent rolls delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionconnection with this Agreement. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no No person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases. Other than as set forth in the estoppel certificates from tenants under Leases delivered to Lender in connection with the Loan, to Borrower's knowledge, the current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or Permitted Encumbrancesthe giving of notice, or both, would constitute defaults thereunder. Borrower is the sole owner of the entire lessor's interest in the Leases. None of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated other than pursuant to the Loan Documents. To the best of Borrower's knowledge, none of the Rents have been collected for more than one (1) month in advance of when due under the applicable Lease. The Rent Roll is accurate and complete in all material respects, premises demised under the Leases have been completed and the applicable Borrower that owns tenants under the Property covered by each Lease Leases have accepted the same and have taken possession of the same on a rent-paying basis other than those tenants under Leases for which premises are being constructed or renovated as a condition to occupancy. Other than as set forth in the Rent Roll is estoppel certificates from tenants under Leases delivered to Lender in connection with the lessor Loan, to Borrower's knowledge, there exist no offsets or defenses to the payment of any portion of the Rents. Other than as set forth in the estoppel certificates from tenants under such Lease. Except as indicated on Leases delivered to Lender in connection with the Rent Roll or Exception ReportLoan, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any optionLease contains an option to purchase, right of first refusal or similar preferential right to purchase all purchase, or any portion of any Propertyother similar provision. Subject to the provisions of Section 4.7(a) and except Except as set forth on Schedule VI hereto or as disclosed in the Exception Report, upon foreclosure on any Property, writing to Lender ----------- with respect to each Lease at any Additional Property prior to any Subsequent Advance with respect to which such Additional Property either (i) Lender shall automatically succeed is to be encumbered by a Mortgage, to Borrower's knowledge, all of the Leases are subordinate to the rights applicable Mortgage either pursuant to their terms or recorded subordination agreements and obligations all of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, provide that the tenant thereunder agrees to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable attorn to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is The information in the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate true, correct, and complete in all material respects. Seller has or will pursuant to Section 4 and Section 7.3 deliver to Buyer true, accurate and complete copies of all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any portion of the Real Property, and no persons, tenants or entities occupy space in the applicable Borrower Real Property, except as stated in the Rent Roll. There are no options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll and the Leases. No brokerage commission or similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that owns will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof except as set forth on Exhibit H attached hereto. The Leases and any guaranties thereof are in full force and effect, and are subject to no defenses, setoffs or counterclaims for the Property covered 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 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 rent or other payments have been collected in advance for more than one (1) month and no rents or other deposits are held by each Lease Seller, except the security deposits described on the Rent Roll is and rent for the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and current month except as set forth in on Exhibit H attached hereto. Each rental concession, rental abatement or other benefit granted to Tenants under the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed Leases will have been fully utilized prior to the rights and obligations Close of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportEscrow.

Leases. Borrower has delivered The Property is not subject to Lender true any Leases other than the Leases described in Schedule I attached hereto and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionmade a part hereof. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The current Leases are in full force and effect and, to the best of Borrower's knowledge, there are no defaults thereunder by either party except as disclosed to Lender. No Rent Roll is accurate (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and complete in all material respectshas been accepted by the applicable tenant, and 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 received by such tenant, except as set forth on Schedule I. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such LeaseRents received therein. Except as indicated set forth on Schedule I, Borrower has not consented to any assignment by any tenant of its Lease or any sublease of all or any portion of the Rent Roll or Exception Reportpremises demised thereby, no security deposits are being held by Borrower (including bonds such tenant holds its leased premises under assignment or letters of credit being held in lieu of cash security deposits) sublease, nor does anyone except such tenant and no Tenant its employees occupy such leased premises. No tenant under any Lease has a right or other party has any option, right of first refusal option pursuant to such Lease or similar preferential right otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. No tenant under any Property. Subject to Lease has any right or option for additional space in the provisions of Section 4.7(a) and Improvements except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agreesTo the best of Borrower's knowledge, at Borrower’s sole cost no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and expenseregulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises in violation of applicable environmental laws nor does Borrower have any knowledge of any tenant's intention to provide a subordinationuse its leased premises for any activity which, attornment and non-disturbance agreement directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent violation of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportapplicable Environmental Laws.

Leases. Borrower has delivered Except as set forth on Exhibit C, no other Leases exist with respect to Lender true and complete copies of all Leases pursuant the Real Property and, to which any Borrower is Seller's actual knowledge, there are no persons leasing, using or occupying the lessor at any of the PropertiesReal Property or Improvements, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertythereof, no person has any possessory interest in any of except the Properties or right to occupy tenants under the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is attached hereto as Exhibit C is, and each updated Rent Roll provided after the date hereof will be, accurate and complete in all material respectsrespects as of the date thereof with respect to collections, delinquencies, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) , and no Tenant or to Seller’s actual knowledge, in all other party respects. The list of Leases set forth on Exhibit C is a true, correct and complete list of all leases for units at the Real Property, and to Seller's actual knowledge, all leases are in full force and effect, enforceable against the parties thereto, and current rent is accruing thereunder. To Seller’s actual knowledge, Seller is not in material default under any of the Leases and Seller has any option, right of first refusal or similar preferential right to purchase all or any portion not received notice of any Propertymaterial default by any of the tenants under any of the Leases. Subject to To Seller’s actual knowledge, none of the provisions tenants under any of Section 4.7(a) and the Leases are in material default thereunder except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such LeaseExhibit E-1. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case Except as set forth on the applicable Rent Roll, to Seller’s actual knowledge: (a) no monthly rent has been paid more than one (1) month in advance and no security deposit or prepaid rent has been paid, (b) no concession, moving or relocation allowance or credit, or other payment or credit of any kind is presently owed, or will or could become due and payable, to any tenant under the Exception ReportLeases. Seller has (and can convey at Closing) good title to the Leases, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing.

Leases. Borrower The information in the Rent Roll is true, correct, and complete. Seller has delivered or will pursuant to Lender true Section 4 and Section 8.3 deliver to Buyer true, accurate and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases and there are no leases, subleases, licenses, occupancies or Permitted Encumbrancestenancies in effect pertaining to any portion of the Real Property, and no persons, tenants or entities occupy space in the Real Property, except as stated in the Rent Roll. There are no options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll and the Leases. No brokerage commission or similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. The Rent Roll is accurate Leases and complete any guaranties thereof are in all material respectsfull force and effect, and are subject to no defenses, setoffs or counterclaims for the applicable Borrower that owns benefit of the Property covered Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in material default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and except as otherwise provide 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 rent or other payments have been collected in advance for more than one (1) month and no rents or other deposits are held by each Lease Seller, except the security deposits described on the Rent Roll is and rent for the lessor under such Leasecurrent month. Except as indicated on the Rent Roll or Exception ReportEach rental concession, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant rental abatement or other party has any option, right of first refusal or similar preferential right benefit granted to purchase all or any portion of any Property. Subject Tenants under the Leases will have been fully utilized prior to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportClosing Date.

Leases. Borrower has There are no Leases affecting the Property, oral or written, except as listed on the Rent Roll, and any Leases or modifications entered into between the date of this Agreement and the Closing Date with the consent of Buyer. Copies of the Leases, which have been delivered to Lender true Buyer or shall be delivered to Buyer within five (5) days from the date hereof, are, to the best knowledge of Seller, true, correct and complete copies thereof, subject to the matters set forth on the Rent Roll and in this Agreement. Between the date hereof and the Closing Date, Seller will not terminate or modify existing Leases or enter into any new Leases without the consent of all Leases pursuant to which any Borrower is the lessor at any of the PropertiesBuyer, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant subject to the provisions of Sections and of this Agreement. To the Leases or Permitted Encumbrances. The Rent Roll is accurate best of Seller's knowledge, all of the Property's tenant leases are in good standing and complete in all material respects, and to the applicable Borrower that owns the Property covered by each Lease best of Seller's knowledge no defaults exist thereunder except as noted on the Rent Roll is the lessor under such LeaseRoll. Except No rent or reimbursement has been paid more than one (1) month in advance and no security deposit has been paid, except as indicated stated on the Rent Roll or Exception Report, no security deposits Roll. No tenants under the Leases are being held by Borrower (including bonds or letters of credit being held in lieu of cash entitled to interest on any security deposits) and no Tenant . No tenant under any Lease has or will be promised any inducement, concession or consideration by Seller other party has any optionthan as expressly stated in such Lease, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth stated therein there are and will be no side agreements between Seller and any tenant. Seller hereby discloses that Roswell Rivermont Station CVS, Inc. ("CVS"), a tenant in Rivermont claims that Seller is obligated to reimburse CVS for the Exception Report, upon foreclosure on any Property, with respect costs of installing an "Energy Management System" in its premises. Seller believes that it is not obligated for such reimbursement and hereby agrees to each Lease at indemnify and hold Buyer harmless from such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportclaim.

Leases. Borrower has (i) The Mortgaged Property is not subject to any Leases other than the Leases described in the rent roll delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any Agent in connection with the making of the Properties, including Loan. The location and size of each leased premises and the commencement and expiration date and the rent currently payable thereunder is in all modifications and amendments thereto, which are material respects accurately set forth in Borrower’s possessionsuch rent roll. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any To the Actual Knowledge of the Properties or right to occupy the same except under and pursuant to the provisions Borrower, none of the Leases referred to in such rent roll has been assigned, modified, supplemented or Permitted Encumbrancesamended in any way that would render inaccurate any material information contained in such rent roll. The Rent Roll is accurate and complete Except as set forth in all material respectssuch rent roll, and no tenant under any Lease has any right or option to renew or extend the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in such rent roll, there are no "free rent" or other rental concessions under the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to existing Leases effective during the rights and obligations term of the landlord under such Leases this Agreement. (ii) Except in connection with the Loan, the Borrower has not assigned, pledged or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agreeshypothecated its right, at Borrower’s sole cost and expensetitle or interest in, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Leaseor under the Leases of the Mortgaged Property or of the rentals thereunder. No material amounts are payable by Borrower tenant under any Lease has any right or option to any Tenant under a cancel the Lease (other than in connection with common area maintenance pursuant to customary casualty and condemnation provisions). To the Actual Knowledge of the Borrower, all of the construction and other routine reconciliations) obligations to be performed by the landlord under the Leases have been satisfied, and no Tenant has any and all required payments to be made by the right to require Borrower to perform or finance any Material Alterations or improvements to landlord under the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements have been made. No rent under the Leases has been paid more than one month in advance. No actions, whether voluntary or rent concessions involuntary, are pending against any tenant under a Lease at the Mortgaged Property under the bankruptcy or abatementsinsolvency laws of the United States or any state or territory of the United States. The current Leases are in full force and effect and there are no defaults thereunder by either party and no conditions which with the passage of time and/or notice would constitute defaults thereunder, in each case as set forth in and there are no existing defenses, offsets or counterclaims held by any tenant of the Exception ReportMortgaged Property against the enforcement of such Leases by Borrower.

Leases. Borrower has delivered to Lender true and complete copies Copies of all Leases pursuant to which any Borrower is the lessor at any in effect as of the PropertiesContract Date (the “Existing Leases”), including and all modifications amendments thereto and guaranties thereof, if any, have been furnished by Seller to Purchaser and the copies so provided are true and complete. The Existing Leases have not been amended, modified or terminated (except for any amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right delivered to occupy the same except under and Purchaser pursuant to the provisions preceding sentence). To Seller’s knowledge, as of the date of this Agreement, (a) other than the Existing Leases, there are no Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns affecting the Property covered by each Lease on under which the Rent Roll owner of the Property is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower landlord and (including bonds or letters of credit being held in lieu of cash security depositsb) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except than as set forth in the Exception ReportLeases and/or the Brokerage Agreements (hereinafter defined), upon foreclosure on any Property, with respect there are no agreements pursuant to each Lease at such Property either (i) Lender shall automatically succeed to the rights which leasing commissions and obligations of tenant improvement allowances or concessions are currently outstanding and currently payable by the landlord under such Leases. To Seller’s knowledge, (i) the Existing Leases are presently in full force and effect without any default thereunder by the applicable tenant; (ii) or such Leases may be terminated no tenant has prepaid rent by more than 30 days in accordance with any early termination provisions within such Lease. Lender agreesadvance; (iii) all tenant improvements that Seller, at Borrower’s sole cost as landlord, is obligated to complete, prior to the date hereof and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Existing Lease. No material amounts are payable , have been completed and accepted by Borrower to the applicable tenant; (iv) no tenant improvement allowances, free rent or other tenant inducements remain outstanding and unpaid; and (v) no tenant has notified Seller, as landlord, in writing, of any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered default by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required Seller pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportan Existing Lease that remains uncured.

Leases. The Borrower has delivered to Lender the Agent true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesand any amendments thereto relating to each Mortgaged Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. The Rent Roll is An accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll as of the date of inclusion of each Mortgaged Property in the Borrowing Base with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto, other than subleases entered into by the tenants under such Leases. Except as reflected on such Rent Roll or on Schedule 6.22 or in any applicable Lease (except with respect to rent credits or rent abatements in effect as of the First Amendment Date), no tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits due to defaults under such Lease or the lessor occurrence of any other event under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in Schedule 6.22, the Exception ReportLeases reflected therein are, upon foreclosure on as of the date of inclusion of the applicable Mortgaged Property in the Borrowing Base, in full force and effect in accordance with their respective terms, without any Propertypayment 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 reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to each Lease at such Property either (i) Lender shall automatically succeed any of the Leases, and to the rights and obligations best of the landlord under knowledge and belief of the Borrower, there is no basis for any such Leases claim or notice of default by any tenant. Except as reflected in Schedule 6.22, no property, other than the Mortgaged Property which is the subject of the applicable Lease, is necessary to comply with the requirements (iiincluding, without limitation, parking requirements) or such Leases may be terminated contained in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. Borrower has delivered The Properties are not subject to Lender true and complete copies of all any leases other than the Leases pursuant to which any specified in the related Title Insurance Policy. Mortgage Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which Leases. The current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, except for such defaults that would not have a Material Adverse Effect. To Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, knowledge: (a) no person Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Leases; (b) no Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) has been paid more than one (1) month in advance of its due date; (c) all work to be performed by Mortgage Borrower under each Lease has been substantially performed as required and no Tenant has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other party payments, credits, allowances or abatements required to be given by Mortgage Borrower to any tenant has already been received by such tenant; (d) there has been no prior sale, transfer or assignment, hypothecation or pledge of any optionLease or of the Rents received therein; (e) in each case, unless otherwise indicated thereon, no tenant listed on Schedule II has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; and (f) except as disclosed in the environmental reports delivered in connection with the Loan no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste. Except with respect to the Out Parcel, no tenant under any Lease has a right of first refusal or similar preferential right option pursuant to such Lease or otherwise to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to leased premises or the consent building of Lender, except to which the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportleased premises are a part.

Leases. Borrower has The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is in connection with the lessor at any origination of the PropertiesLoan. To the Best of Borrower's Knowledge (which shall include Borrower's consultation with Manager), including such certified rent roll is true, complete and correct in all modifications and amendments thereto, which are in Borrower’s possessionmaterial respects as of the date set forth therein. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyas described in the Ground Leases, no person Person has any possessory interest in any of the Properties Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Leases. To the Best of Borrower's Knowledge, the current Leases or Permitted Encumbrances. The Rent Roll is accurate are in full force and complete in all effect and there are no material respects, and the applicable Borrower that owns the Property covered defaults thereunder by each Lease either party (other than as expressly disclosed on the Rent Roll certified rent roll delivered to Lender or the Tenant estoppel certificates delivered to Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Borrower's Knowledge, all construction and other obligations of a material nature to be performed by the Borrower under the Leases have been satisfied and) any required payments by Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Borrower's Knowledge, no Tenant under any Lease is the lessor under such Lease. Except as indicated on entitled to any offsets, abatements, deductions against the Rent Roll or Exception Reportpayable under any Lease from and after the date hereof. To the Best of Borrower's Knowledge, the Rent has been paid current under the Leases. To the Best of Borrower's Knowledge, no security deposits are being held Rent has been paid more than one (1) month in advance of its due date, except as disclosed in the Tenant estoppel certificates delivered to Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Borrower (including bonds of any Lease or letters of credit the Rents received therein, which will be outstanding following the funding of the Loan, other than those being held in lieu of cash security deposits) and no assigned to Lender concurrently herewith. No Tenant or other party Person under any Lease or other agreement has any option, right of first refusal or similar preferential right option pursuant to such Lease or other agreement or otherwise to purchase all or any portion part of any Property. Subject to the provisions of Section 4.7(a) and Property (except as set forth in the Exception Report, upon foreclosure on any Property, with respect to the options in the PGA Agreements which are fully insured over by the Title Policy). Lender hereby agrees that on the date Borrower delivers to Lender a "clean" tenant estoppel certificate in the form attached hereto as Exhibit G regarding any Lease for which Borrower has not delivered a tenant estoppel certificate to Lender on the date hereof (each such Lease, a CERTIFYING LEASE), Borrower's representations in this Section 4.1.27 with respect to such Certifying Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportexpire.

Leases. Borrower has delivered (A) To the best of LVWD's knowledge, the Rent Rolls that LVWD delivers to Lender true Acquiror shall accurately state, with respect to each Existing Lease, the name of the Tenant, the lease term (including all renewal options), the leased premises (including all expansion and surrender options). The Rent Rolls shall accurately state all Rent payable by each Tenant, any Tenant Deposit, any prepaid rent, tenant improvement allowances, any commission payable (including commissions payable upon renewals) and any Lease Guaranties. (B) LVWD shall provide Acquiror with true, complete and correct copies of all Leases pursuant and Lease Guaranties relating to which any Borrower is the lessor at any of the PropertiesReno Property, including all amendments and modifications thereto. (C) To the best of LVWD's knowledge, except as specified in the Rent Roll, (i) each Lease and amendments Lease Guaranty is in full force and effect and is binding and enforceable against each of the parties thereto, which are (ii) no party is in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part material default of any Property, no person has any possessory interest in any of the Properties its agreements or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsobligations under, and has not made any claim against another party under, a Lease or Lease Guaranty, (iii) LVWD has not given or received any notice of default or claim under any Lease or Guaranty, (iv) each Tenant is in actual possession of its demised premises in the applicable Borrower that owns the Property covered normal course under its Lease, (v) all tenant improvements, capital improvements, repairs, remodeling, furnishing and other work required by each Lease on have been fully completed and accepted by the relevant Tenant, and (vi) there is no litigation, arbitration or similar proceeding pending or threatened with respect to any Lease or Lease Guaranty. (D) No Tenant is entitled to any concession, allowance, rebate or refund with respect to any Rent Roll is the lessor payable or paid under such any Lease. Except , except as indicated shown on the Rent Roll or Exception Reportin the Deliverables. No Tenant has prepaid, no security deposits and if a Tenant hereafter tenders prepayment, LVWD shall not accept, any Rent payable under its Lease for more than one month in advance. (E) None of the Leases or Lease Guaranties and none of the Rents payable under the Leases are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant subject to any assignment, pledge or other party has encumbrance that will not be satisfied by LVWD at Closing. (F) No brokerage or leasing commissions or other compensation is or will be due or payable to any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, Person with respect to each or on account of any Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform extension or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lenderrenewal thereof, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth specified in the Exception ReportRent Roll.

Leases. Borrower has delivered to Lender true (a) Grantor hereby represents and complete copies warrants that, as of all Leases pursuant to which any Borrower the Effective Date: (i) Operator is the lessor at any under all Major Leases (except with respect to the Operating Lease, under which the Operator is the lessee); (ii) to the best of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any PropertyGrantor's knowledge, no person Person (other than hotel guests or with respect to Permitted Liens) has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases, Major Leases and the Management Agreement; (iii) to the best of Grantor's knowledge, the Major Leases are in full force and effect and there are no material defaults by Grantor or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respectsany Tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease; (iv) with respect to each Major Lease, to the best of Grantor's knowledge, (u) no Rent has been paid more than one (1) month in advance of its due date, (v) there are no offsets or defenses to the payment of any portion of the Rents, (w) all work to be performed by Grantor under each Major Lease has been performed as required and has been accepted by the applicable Borrower that owns Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Grantor to any Tenant have already been received by such Tenant, (x) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Major Lease or of the Property covered by each Lease on the Rent Roll Rents received therein which is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Reportstill in effect, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security depositsy) and no Tenant under any Major Lease has sublet all or any portion of the premises demised thereby, nor does anyone except such Tenant and its employees occupy such leased premises other party than with respect to Permitted Liens, and (z) no Tenant under any Major Lease has any option, a right of first refusal or similar preferential right option pursuant to such Major Lease or otherwise to purchase all or any portion part of the Property; or any right or option for additional space which constitutes Property. Subject to . (b) Grantor hereby covenants and agrees that it shall not enter into a proposed Lease, including the provisions renewal or extension of Section 4.7(a) and except as set forth in the Exception Reportan existing Lease (each a “Renewal Lease”), upon foreclosure on any Property, with respect to each unless such proposed Lease at such Property either or Renewal Lease (i) Lender shall automatically succeed provides for rental rates and terms comparable to existing local market rates and terms (taking into account the rights type and obligations quality of the landlord under Tenant) as of the date such Leases Lease or Renewal Lease is executed by Grantor (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) or such is an arms-length transaction with a bona fide, independent third party Tenant, (iii) would not cause a Material Adverse Effect, and (iv) is subject and subordinate to the this Security Instrument. At Grantee's request, Grantor shall promptly deliver to Grantee copies of all Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required Renewal Leases which are entered into pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection this Section 4.3(b) together with common area maintenance and other routine reconciliations) and no Tenant has Grantor's certification that they have satisfied all of the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in conditions of this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.4.3

Leases. Borrower The Property is not subject to any Lease other than the Leases described in Schedule II attached hereto and made a part hereof. The Property is not subject to one or more subleases unless any such Sublease has delivered been disclosed to Lender true and complete copies is listed on Schedule II, which list with respect to such Subleases has been prepared based on the actual knowledge of all Leases pursuant to which any Borrower, attached hereto or set forth on Schedule B of the Title Insurance Policy (“Subleases”). Each Tenant is currently operating its business within the Improvements demised thereby. Borrower is the owner and lessor at any of landlord’s interest in the Properties, including all modifications and amendments thereto, which are in Borrower’s possessionLeases. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesthe Subleases. The Rent Roll Leases are in full force and effect and, except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder (except for defaults which have been summarized on Schedule II attached hereto). The copy of Leases and any related guaranty (including all amendments thereof) delivered to Lender is accurate accurate, true and complete in all material respectscomplete, and the applicable Borrower that owns the Property covered by each Lease there are no oral agreements or additional amendments or other agreements with respect thereto. No Rent (other than security deposits, if any, listed on the Rent Roll is the lessor under such LeaseSchedule II attached hereto) has been paid more than one (1) month in advance of its due date. Except as indicated may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under the Leases has been performed as required in the Leases and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord under the Leases to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment (other than to Borrower and Lender), hypothecation or pledge of the Leases or of the Rents received therein which is still in effect (other than assignments, hypothecations or pledges which may have been made by the tenants under the Leases). To Borrower’s actual knowledge, except as listed on the Rent Roll or Exception ReportSchedule II, no security deposits are being held by Borrower Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby (including bonds other than pursuant to the Subleases), Freeport does not hold its leased premises under assignment or letters of credit being held in lieu of cash security deposits) sublease, nor does anyone except Freeport and no its employees and subtenants occupy such leased premises. No Tenant has a right or other party has any option, right of first refusal option pursuant to its Lease or similar preferential right otherwise to purchase all or any portion part of any Property. Subject the Property of which the leased premises are a part (other than rights of first refusal or rights of first offer described in the applicable Lease delivered to Lender prior to the provisions of Section 4.7(a) date hereof, which are listed in Schedule II). No Tenant has any right or option for additional space in the Improvements except as disclosed on Schedule II. To Borrower’s actual knowledge and except as set forth disclosed in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable environmental reports delivered to Lender if expressly required pursuant to any Lease. No material amounts are payable in connection with the Loan, no Hazardous Substances have been disposed, stored or treated by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right Leases on or about the Property nor does Borrower have ‑49 ‑ any actual knowledge of any Tenant’s intention to require Borrower to perform use the Property for any activity which, directly or finance indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Material Alterations petroleum product or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of LenderHazardous Substances, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatementsin either event, in each case as set forth in the Exception Reportcompliance with applicable Environmental Laws.

Leases. Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any As of the Propertiesdate of this Agreement there are no leases, including all modifications and amendments theretosubleases, licenses or other rental agreements or occupancy agreements (written or verbal) which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has grant any possessory interest in and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Properties Land or right to occupy Improvements other than the same except under and pursuant to leases (the provisions of “Leases”) described in Schedule C attached hereto (the Leases or Permitted Encumbrances“Rent Roll”). The Rent Roll is true, accurate and complete in all material respects, and respects as of the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Leasedate hereof. Except as indicated on otherwise specifically set forth in the Rent Roll or Exception Reportelsewhere in this Agreement: (a) to the knowledge of Seller, the Leases are in full force and effect and none of them has been modified, amended or extended; (b) Seller has neither sent written notice to any tenant of the Property, nor received any notice from any such tenant, claiming that such tenant, or Seller, as the case may be, is in default, which default remains uncured; (c) to the knowledge of Seller, no action or proceeding instituted against Seller by any tenant of any unit in the Property is presently pending; (d) there are no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party deposits other than those set forth in the Rent Roll; (e) no rent has been paid more than thirty (30) days in advance under any optionlease of any unit in the Property other than as shown on the Rent Roll; (f) no leasing commission shall be due for any period subsequent to the Closing other than for tenants who have executed a lease prior to Closing but do not move in until after the Closing, right which commissions shall be paid by Buyer; (g) no tenant has been given free rent, any concession in the payment of first refusal or similar preferential right to purchase all rent or any portion abatement in the payment of any Property. Subject to rent for the provisions of Section 4.7(a) and period identified in the Rent Roll except as set forth in the Exception ReportRent Roll; and (h) all work, upon foreclosure on any Propertyif any, with respect required to each Lease at such Property either (i) Lender shall automatically succeed to be performed by landlord under the rights and obligations terms of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, Lease to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable prepare the unit for occupancy by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant each tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Reportbeen completed.

Leases. Except as may be described in the Title Policy, there are no leases affecting the Property. Borrower has delivered to not executed any prior assignment of the Leases, nor has it performed any act or executed any other instrument which might prevent Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at from operating under any of the Propertiesterms and conditions of the Assignment of Leases or which would limit Lender in such operation; and Borrower further covenants and warrants to Lender that Borrower has not executed or granted any modification whatsoever of the Leases, including all modifications except as herein indicated, and amendments thereto, which that the Leases are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyfull force and effect, and that, except as otherwise disclosed to Lender in writing, there are no person has any possessory interest in any of the Properties or right to occupy the same except defaults now existing under and pursuant to the provisions of the Leases or Permitted Encumbranceswith respect to which Borrower has notified the tenant under the Leases. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters Physical Condition of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions Renovation Work, all of Section 4.7(a) the Improvements are in good condition and repair except as set forth otherwise expressly provided in the Exception Property Condition Report dated as of October 20, 1998, prepared by Building Evaluation Services & Technology, Inc. (the "Property Condition Report"). Since the date of the Property Condition Report, upon foreclosure on any there have been no material adverse changes to the physical condition of the Improvements. Borrower is aware of no latent or patent structural or other significant defect or deficiency in such Improvements except as may be disclosed in the Property Condition Report. Water supply, storm and sanitary sewers, and electrical, gas and telephone facilities are available to the Property within the boundary lines of the Property, with respect are sufficient to each Lease at such Property either (i) Lender shall automatically succeed to meet the rights and obligations reasonable needs of the landlord under Property as now used or contemplated to be used, no other utility facilities are necessary to meet the reasonable needs of the Property as now used, and design and as-built conditions of the Property are such Leases (ii) that surface and storm water does not accumulate on the Property and, except as disclosed in writing to Lender, does not drain from the Property across land of adjacent property owners. Except as otherwise disclosed in writing to Lender, no part of the Property is within a flood plain and none of the Improvements create an encroachment over, across or such Leases may be terminated in accordance with upon any early termination provisions within such Lease. Lender agreesof the Property's boundary lines, at Borrower’s sole cost and expenserights of way or easements, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant building or other improvement on adjoining land create such an encroachment. Mechanics' Liens. There are no mechanics' or materialmen's liens, alienable bills or other claims constituting or that may constitute a lien on the Property or any part thereof, and no work for which any such lien could be asserted has been performed within the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lenderlast 90 days, except as otherwise disclosed in writing to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLender.

Leases. Borrower has The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is in connection with the lessor at any origination of the PropertiesLoan. To the Best of Mezzanine Borrower's Knowledge (which shall include consultation with Manager), including such certified rent roll is true, complete and correct in all modifications and amendments thereto, which are in Borrower’s possessionmaterial respects as of the date set forth therein. Except for Borrower or affiliates of Borrower occupying all or any part of any Propertyas described in the Ground Leases, no person Person has any possessory interest in any of the Properties Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Leases. To the Best of Mezzanine Borrower's Knowledge, the current Leases or Permitted Encumbrances. The Rent Roll is accurate are in full force and complete in all effect and there are no material respects, and the applicable Borrower that owns the Property covered defaults thereunder by each Lease either party (other than as expressly disclosed on the Rent Roll certified rent roll delivered to Mezzanine Lender or the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Mezzanine Borrower's Knowledge, all construction and other obligations of a material nature to be performed by the Mortgage Borrower under the Leases have been satisfied and) any required payments by Mortgage Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Mezzanine Borrower's Knowledge, no Tenant under any Lease is the lessor under such Lease. Except as indicated on entitled to any offsets, abatements, deductions against the Rent Roll or Exception Reportpayable under any Lease from and after the date hereof. To the BEST OF MEZZANINE BORROWER'S KNOWLEDGE, the Rent has been paid current under the Leases. To the Best of Mezzanine Borrower's Knowledge, no security deposits are Rent has been paid more than one (1) month in advance of its due date, except as disclosed in the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no assigned to Mortgage Lender concurrently herewith. No Tenant or other party Person under any Lease or other agreement has any option, right of first refusal or similar preferential right option pursuant to such Lease or other agreement or otherwise to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations part of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportProperty.

Leases. Borrower has delivered to Lender true An accurate and complete copies Rent Roll and summary thereof in a form reasonably satisfactory to the Majority Banks as of the date of inclusion of each Mortgaged Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. There are no occupancies, rights, privileges or licenses in or to any Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for such Mortgaged Property. Except as set forth in each Rent Roll, the Leases reflected therein are 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 none of the Borrower, any of its Subsidiaries nor the Guarantor has given or made, any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate Rolls furnished to the Banks accurately and complete completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property to the Agent and such estoppel certificates are true and correct in all material respects. All tenant improvements or work to be done, and furnished or paid for by the applicable Borrower that owns Borrower, any of its Subsidiaries or the Property covered by each Lease on Guarantor, as applicable, or credited or allowed to a tenant, for, or in connection with, the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required Building pursuant to any LeaseLease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material amounts leasing, brokerage or like commissions, fees or payments are payable by Borrower to due from the Borrower, any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by of its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to Subsidiaries or the consent Guarantor in respect of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Borrower has delivered No Individual Property is subject to Lender true any Leases other than the Leases described in the Rent Roll for such Individual Property attached hereto as Exhibit C, which Rent Roll for each Individual Property is accurate and complete copies in all material respects as of all Leases pursuant to which any the date hereof. Borrower is the lessor at any sole owner of the Properties, including all modifications and amendments thereto, which are entire lessor’s interest in Borrower’s possessionthe Leases for each Individual Property. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person No Person has any possessory interest in any of the Properties Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrancesfor such Individual Property. The Rent Roll is accurate Leases for each Individual Property are valid and complete enforceable and have not been altered, modified or amended in any manner since copies of same were last delivered to Lender. None of the Rents (including security deposits) have been collected for more than one (1) month in advance. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, all material respectswork to be performed by Borrower under each Lease for each Individual Property 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 payments, credits, allowances or abatements required to be given by Borrower to any tenant have already been received by such tenant. The current Leases for each Individual Property are in full force and effect and, to Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, there are no defaults thereunder by either party and there are no conditions that, with the applicable passage of time or the giving of notice, or both, would constitute defaults thereunder. There has been no prior Transfer of any Lease or of the Rents received therein for any Individual Property, other than to Borrower that owns and sales, transfers, assignments, hypothecations or pledges which may have been made by the Property covered by each tenants under the Leases. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, no tenant listed on Exhibit C has assigned its Lease on or sublet all or any portion of the Rent Roll is the lessor premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such Leasetenant and its employees occupy such leased premises. Except as indicated on may be set forth in the Rent Roll or Exception ReportLeases, no security deposits are being held by Borrower (including bonds tenant under any Lease for any Individual Property has a right or letters of credit being held in lieu of cash security deposits) and no Tenant option pursuant to such Lease or other party has any option, right of first refusal or similar preferential right otherwise to purchase all or any portion part of any Propertythe leased premises or the building of which the leased premises are a part. Subject to the provisions of Section 4.7(a) and except Except as may be set forth in the Exception ReportLeases, upon foreclosure no tenant under any Lease for any Individual Property has any right or option for additional space in the Improvements. To Borrower’s actual knowledge no tenant intends to use its leased premises on any PropertyIndividual Property for any activity which, with respect directly or indirectly, involves the use, generation, treatment, storage, transportation or Release of any Hazardous Materials in violation of Environmental Law. True and correct copies of all Leases for each Individual Property in existence as of the Closing Date were delivered to each Lease at such Property either (i) Lender shall automatically succeed prior to the rights and obligations execution of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportAgreement.

Leases. Borrower has delivered to Lender true An accurate and complete copies Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of each Mortgaged Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. There are no occupancies, rights, privileges or licenses in or to any Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for such Mortgaged Property. Except as set forth in each Rent Roll, the Leases reflected therein are 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 none of the Borrower, any of its Subsidiaries nor the Guarantor has given or made, any notice of any payment or other material default, or any claim, which any Borrower is the lessor at remains uncured or unsatisfied, with respect to any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted EncumbrancesLeases. The Rent Roll is accurate Rolls furnished to the Banks accurately and complete completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property to the Agent and such estoppel certificates are true and correct in all material respects. All tenant improvements or work to be done, and furnished or paid for by the applicable Borrower that owns Borrower, any of its Subsidiaries or the Property covered by each Lease on Guarantor, as applicable, or credited or allowed to a tenant, for, or in connection with, the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required Building pursuant to any LeaseLease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material amounts leasing, brokerage or like commissions, fees or payments are payable by Borrower to due from the Borrower, any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by of its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to Subsidiaries or the consent Guarantor in respect of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception ReportLeases.

Leases. Borrower (A) Seller has delivered to Lender true Purchaser a complete and complete copies of all Leases pursuant to which any Borrower is the lessor at any accurate copy of the PropertiesLeases. Except as set forth in the Leases, including all modifications there are no options to expand, rights of first refusal, options to terminate, options to renew, options to purchase, or any rent abatements given to the Tenants. (B) To the best of Seller's knowledge, the Leases will be on the Closing Date, in full force and amendments theretoeffect according to the terms set forth therein, which and the Leases have not been modified, amended, or altered, in writing or otherwise. (C) Seller has not received written notice from the Tenants of any uncured default or unperformed obligation of the Landlord under the Leases, including, without limitation, failure of the Landlord to construct any required tenant improvements. Tenants have not asserted in writing to Seller any offsets, defenses or claims available against rent payable by it or other performance or obligations otherwise due from it under the Leases. (D) To the best of Seller's knowledge, Tenants are not in default under the Leases (beyond any applicable grace or cure period), or are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part arrears in the payment of any Propertysums or in the performance of any obligations required of them under the Leases. (E) There are no brokers' commissions, no person has finders' fees, or other charges payable or to become payable to any possessory third party on behalf of Seller as a result of or in connection with the Leases. (F) To the best of Seller's knowledge, the Tenants have not assigned its interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or sublet any portion of any Property. Subject the premises leased to such Tenants under the provisions of Section 4.7(aLeases. (G) and The Tenants have not prepaid rent for more than the current month under the Leases, except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b9(d)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.