Common use of Leases Clause in Contracts

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) is 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, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll 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 title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is as permitted by applicable law. All work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge(a) The Company has made available to Parent and Merger Sub a true, correct and complete copy of the rent roll attached hereto as Schedule 3 leases, subleases, assignments, modification agreements, easements, licenses and other occupancy agreements relating to the Leased Spaces to which the Company or any Affiliate of the Company (or any predecessor in interest thereto) is a party (the “Rent RollFacility Leases”) listed in Schedule 7.25(a) (which Facility Leases comprise all of the Contracts inclusive of any amendments, addenda and/or supplements relating to (i) real property and/or immovable property to which the Company is a party is a party and (ii) the Leased Spaces to which any Affiliate of the Company is a party). The Company has made available to Parent and Merger Sub a true, complete and correct and complete copy of any guarantees or other security agreements for the Property is Facility Leases (the “Facility Guarantees”) listed in Schedule 7.25(a) (which Facility Guarantees comprise all of the guarantees and security agreements relating to real property and/or immovable property related to the Facility Leases). (b) Schedule 7.25(b) sets forth (i) the name and address of the lessor or sublessor, as applicable, under the Facility Leases, (ii) the street address of the premises leased thereunder (the “Leased Spaces”), (iii) the square footage for the Leased Spaces, (iv) the commencement and termination dates of such Facility Leases and the rent commencement date for such Facility Leases, (v) the (A) current fixed rent, percentage rent, if any (along with the applicable breakpoint), and all other charges currently payable under the Facility Leases, including, without limitation, tenant’s proportionate share of common area maintenance charges, utility payments, promotional fees, real estate taxes and insurance charges and (B) future fixed rent and percentage rent, if any (along with the applicable breakpoint), including during any options to renew, (vi) the security posted thereunder (including, without limitation, any cash deposits, letters of credit and/or bonds), (vii) all options to renew, if any, and (viii) a description of and reference to lessor’s or sublessor’s rights to terminate or not subject to renew such Facility Leases for any Leases reason other than “tenant’s default”, casualty, condemnation or bankruptcy. (c) With respect to each such Facility Lease, except as may otherwise be set forth on Schedule 7.25(c): (i) The Facility Leases are legal, valid, binding and enforceable against the Leases described Company, and to the knowledge of the Company, enforceable against the lessors and any sublessors thereunder in accordance with its terms; (ii) All rentals or other monies due or required to be paid thereunder, including without limitation, all fixed and/or base rent, percentage rent, common area maintenance charges and all other fees, expenses and other items of additional rental, have been paid in full and will have been paid in full through the Closing Date; (iii) No portion of the security deposit has been used or offset by the lessors or sublessors under the Facility Leases; (iv) There are no assessments or other charges, ordinary or extraordinary, currently assessed or, to the knowledge of the Company, threatened by any lessors, sublessors, governmental authorities or other third parties against the Leased Space and, to the knowledge of the Company, there is no state of facts that will (or are likely to) cause an increase in the Rent Roll or rentals listed in Schedule 7.25(b); (v) Subject to obtaining the title report delivered to Lender. Except Landlord Consent as set forth on Schedule 7.02, all necessary consents required under the Rent Roll Facility Leases as a result of the transaction contemplated hereby have been or will be obtained and the Facility Leases will continue to be legal, valid, binding and enforceable as otherwise disclosed written, against the lessors or sublessors following the Closing; (vi) Subject to Lender in writing: To Borrower’s Knowledgeobtaining the Landlord Consent as set forth on Schedule 7.02 following the Closing, (ix) the lessors or sublessors under the Facility Leases shall not be entitled to any recapture or other termination rights, (y) the lessors or sublessors shall not be entitled to any increase in the current rental under any Facility Lease, and (z) no options to renew, exclusivity or use preferences or abatements shall be voided or otherwise terminated and no other rights of the “tenant” shall be affected or obligations of “tenant” increased, in each Lease case as a result of the transactions contemplated hereby; (vii) To the Company’s knowledge, no lessors or any sublessors under the Facility Leases are cancelling or terminating the Facility Leases (or, to the Company’s knowledge, intend to cancel or terminate such Facility Leases) or are exercising (or intend to exercise) any option to cancel or terminate thereunder; (a) Neither the Company nor, to the knowledge of the Company, any lessors or sublessors under the Facility Leases is in full force breach or default thereunder and, to the knowledge of the Company, there has been no such breach or default thereunder with the last eighteen (18) months, and effect; (iib) no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder; (ix) Neither the Company nor, to the Company’s knowledge, any lessor under the Facility Leases has a claim against the other, and no offset or defense to enforcement of any of the terms of the Facility Leases exists; (x) To the Company’s knowledge, no mortgagee, over-lessor, ground-lessor or other superior interest holder for the Leased Space or the buildings and/or lands on which the same are situated (“Superior Interest Holder”) is foreclosing on its interest (or, to the Company’s knowledge, intends to foreclose on its interest) and, in connection therewith or otherwise, is cancelling or terminating (or, to the Company’s knowledge, intends to cancel or terminate) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Facility Leases, and there are no offsetsthe Company has not been made a party to a foreclosure actions (or received a notice that it may be made a party to a foreclosure action) involving the Facility Leases or its interest in the Leased Space; (xi) Neither the Company nor, claims or defenses to the enforcement thereof; (iii) all rents due and payable knowledge of the Company, any lessors or sublessors under the Facility Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days is in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim breach or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord default under any Lease which remains outstanding, there are no defaults on the part of the landlord under any LeaseContract with a Superior Interest Holder, and no event has occurred whichthat, with the giving of notice or passage lapse of time, time or both, would constitute such a default; breach or default or permit termination, modification or acceleration thereunder; (vixii) there is To the Company’s knowledge, no present material default by Actions (voluntary or involuntary) are pending against Landlord under the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner bankruptcy laws of the entire lessor’s interest in each Lease; United States or any state thereof; (ixxiii) each Lease is Neither the validCompany nor, binding and enforceable obligation to knowledge of the Borrower and Company, any lessors or sublessors of the applicable tenant thereunder; Facility Leases has repudiated any provision thereof; (xxiv) To the Company’s knowledge, there are no Person easements, restrictions or other agreements (whether or not of record) which interfere (or could interfere) with the use of the Leased Spaces for the purposes permitted under the Facility Leases (whether or not such agreements easements, restrictions or other agreements are referenced in such Facility Leases); (xv) The Company has any possessory interest in, or right to occupy, the Property except under complied with all maintenance obligations in accordance with the terms of the Lease; respective Facility Leases including, without limitation, the roof, plumbing, gasoline pumps, lines and equipment, gasoline tanks, electrical systems located thereon and the same are in good repair; (xixvi) each Lease The Company has not received any noise, vibration or nuisance complaints from any party (including from any lessors or sublessors, any other commercial or residential tenants or any community boards) with respect to any activity going on in or about the Leased Spaces within the last twenty-four (24) months; (xvii) The Company has not made any noise, vibration or nuisance complaints against any party (including any lessors or sublessors or any other commercial or residential tenants) with respect to any activity going on in the proximity of the Leased Space and there are no state of facts which the Company is subordinate aware that is (or is likely to) materially interfere with business operations in the Leased Spaces; (xviii) The Company’s possession and quiet enjoyment of the Leased Space is not currently being disturbed; (xix) Except as otherwise set forth in the Facility Leases, there are no refurbishments, renovations or other upgrades required to be performed by Tenant under any of the Facility Leases at any time during the term thereof, including any options to renew, and the Company has not received any written requests from any lessors or sublessors to refurbish, renovate or otherwise upgrade the Leased Spaces; (xx) The Company has not received notice of any pending or threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Loan DocumentsFacility Leases that would adversely affect the current use, either pursuant to its terms occupancy or pursuant to a subordination and attornment agreement. None value of the Leases contains any option to purchase Facility Leases; (xxi) The Company has not assigned, pledged, transferred or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has conveyed any interest therein except in the tenants thereunderleasehold and is not aware of any such assignment, transfer or conveyance.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”"RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is Borrowers are the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To BorrowerThe rent roll, which is included as part of Seller’s KnowledgeDeliveries, the rent roll and which is attached hereto as Schedule 3 (9.8 and incorporated herein by reference, is a true, correct and complete list of the Leases and 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 includes an addendum describing, with respect to each 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 Leases have not been amended or modified. Seller is the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than Landlord” or “Lessor” under the Leases described in and has full power and authority to assign the Rent Roll or in same to Buyer. Seller has not received written notice of any uncured event of default with respect to the title report delivered to Lenderperformance of any of its obligations under the Leases. Except as set forth on To the Rent Roll or as otherwise disclosed to Lender in writing: To Borrowerbest of Seller’s Knowledgeknowledge, (i) each Lease of the Leases is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, effect and there is no claim monetary or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord non-monetary default under any Lease which remains outstanding, there are no defaults on the part of by either the landlord under any Leaseor the tenant thereunder, and no nor has an event has occurred which, which with the giving of notice or the passage of timetime or both would result in 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 incorporated herein by reference, no Leasing Commissions, Tenant Inducement Costs or other amounts are now payable to any Person under any agreement or understanding in connection with any Lease or the renewal thereof, or bothany other options thereunder, would constitute such a default; (vi) 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 present material default 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 installed by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on landlord in the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate leased premises pursuant to the Loan Documents, either pursuant to its terms Leases is complete and fully paid for and/or will be complete and fully paid for on or pursuant to a subordination and attornment agreement. None of before the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 Borrower represents and warrants to Lender that: (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeMaster Lease, (ib) each the Master Lease is in full force and effect; , there are no defaults thereunder by either Borrower, or (iito Borrower’s knowledge) Master Tenant, and Borrower has not received any notice of termination with respect to the Master Lease, (c) the tenants under copy of the Leases have accepted possession of Master Lease delivered to Lender is true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiid) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (e) all rents 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 under in connection with the Leases have been paid and no portion thereof Master Lease, (k) Borrower has been paid for not assigned or pledged the Master Lease, the rents thereunder or any period more than thirty interest therein except to Lender, (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (vl) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice Tenant or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no other Person has any possessory option, right of first refusal or offer or any other similar right to purchase all or any portion of, or interest in, or the Property, (m) Master Tenant does not have the right to occupy, terminate its Lease prior to the Property except under the terms expiration of the stated term thereof except, to the extent contained in the Lease; , (n) Master Tenant has not assigned its Lease or sublet all or any portion of the premises demised thereby, and (xio) each the Master Lease is subordinate to the Loan Documents, either pursuant Mortgage and the Assignment of Leases and provides that the Master Tenant has agreed to its terms or pursuant attorn to Lender and any purchaser at a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderforeclosure sale.

Leases. To Borrower’s With respect to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; (ii) the tenants Holder, as lessor under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the such Leases, and there are no offsetshas not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent except as set forth in the Rent RollDisclosure Schedule, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord is in default under any Lease which remains outstandingexcept to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, there are as applicable; no defaults on tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the part of the landlord under any Lease, Lease with such tenant and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment of the Holder's rights under any Lease is in effect on the Rent Roll and are held consistent date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, with Section 3.8 hereof; (viii) Borrower is respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the sole owner failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except lessor under the terms of the Lease; and (xi) each Lease is subordinate Leases that have accrued to the Loan Documentsdate hereof have been performed or satisfied. To Contributors' Knowledge, either pursuant to its terms or pursuant to a subordination and attornment agreement. None no tenants under any of the Leases contains is presently the subject of any option to purchase voluntary or right of first refusal to purchase the Property involuntary bankruptcy or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderinsolvency proceedings.

Leases. To Borrower’s Knowledge(A) Each Debtor shall remain liable as lessor under its Leases to perform all the obligations assumed by each Debtor thereunder. The obligations of each Debtor under the Leases may be performed by Secured Party or any subsequent assignee of the Secured Party ("Subsequent Secured Party") without releasing any Debtor therefrom. The Secured Party or any Subsequent Secured Party shall have no liability or obligation under the Leases by reason of this Agreement and shall not, by reason of this Agreement, be obligated to perform any of the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to obligations of any Debtor under any Leases or to file any claim or take any other than the Leases described in the Rent Roll action to collect or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, enforce any payment assigned hereunder. (B) Each Debtor hereby agrees (i) to perform duly and punctually each Lease is of the terms, conditions and covenants contained in the Leases, and (ii) subject to such Debtor's business judgment and reasonable commercial practice, to exercise promptly and diligently each and every right it may have under the Leases. (C) Each Debtor does hereby warrant and represent that all Leases are in full force and effect; (ii) the tenants under the Leases have accepted possession of effect and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesthat no Debtor has assigned or pledged, and there are hereby covenants that no offsetsDebtor will assign or pledge, claims so long as this Agreement shall remain in effect, the whole or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord rights hereby assigned, to anyone other than the Secured Party. (D) Each Debtor does hereby warrant and represent that for each Lease with an original equipment cost in excess of $50,000, it has taken all possible action to protect its first-priority security interest in such leased property, which may include filing UCC or other financing statements (listing the applicable Debtor as the secured party, the lessee as debtor, and such leased property as collateral) in such locations as would be required by applicable law (if such Debtor were a secured party and the lessee were a debtor) under the UCC or other applicable statute or regulation, which is assignable to the Secured Party. If any Debtor assumes a pre-existing Lease, such Debtor shall use its best efforts to comply with this ss. 3(D) to the extent permitted under such Lease. (E) Subject to the provisions of this Agreement, and no event has occurred which, with until the giving occurrence of notice or passage an Event of time, or both, would constitute such a default; (vi) there is no present material default Default and upon demand by the tenant under any Lease; (vii) Secured Party, a Debtor may exercise all security deposits under Leases are as set forth on the Rent Roll rights and are held consistent with Section 3.8 hereof; (viii) Borrower is enjoy all the sole owner benefits of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except lessor under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except for the Principal Lease (as Schedule 3 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, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) the tenants under Borrower is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses 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 the enforcement thereofLender; and (iii) all rents due each Lease constitutes the legal, valid and payable under the Leases have been paid binding obligation of Borrower; and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) to Borrower’s knowledge, after due and diligent inquiry and investigation no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage 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 time, or both, would constitute such a defaultrent under its Lease; and (vi) there is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits 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 security deposits work to be performed by Borrower under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Borrower to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is 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 sole owner Loan, each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasedemised premises; and (ix) each Lease is Borrower has delivered to Lender true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each except as specifically described in the Title Insurance Policy, no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 4.20 (the “Rent Roll”) is true, complete and correct as of the date thereof, and the Property Premises is not subject to any Leases other than the Leases described in the Rent Roll or Roll. Borrower is the owner and lessor of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in the Premises or right to Lenderoccupy the same except under and pursuant to the provisions of a Lease. Except as set forth The Leases identified on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is are in full force and effect; (ii) 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 demised premises, Pad Site and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof . There has been paid for no prior sale, transfer or assignment, hypothecation or pledge of any period more than thirty (30) days Lease or of the rents received therein which is still in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Rolleffect. To Borrower’s knowledge, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth listed on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner has assigned its Lease or sublet all or any portion of the entire lessorpremises demised thereby, no such tenant holds its leased premises under assignment or sublease. (b) All Leases for Pad Sites by Home Owners are on forms that are customary for similar manufactured home communities in the same geographical location, and contain terms that: (i) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing by Lender), (ii) 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 payable to Borrower, and (v) are substantially similar in form and substance to those previously delivered and approved by Lender and/or Lender’s interest in each Lease; (ix) each Lease is 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 valid, binding U.S. Department of Housing and enforceable obligation of the Borrower Urban Development and the applicable tenant thereunder; Community Rules. (xc) no Person has any possessory interest in, All Leases for Pad Sites by Home Owners are bona fide leases made to Home Owners that are required to 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 protected from loss or right to occupy, the Property except under the terms of the Lease; damage from fire and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderhazards.

Leases. To Borrower’s Knowledge(a) The Target Disclosure Letter contains a true, correct and complete rent roll for all leases, licenses and tenancies, each as amended and supplemented ("Target Leases") covering all or each portion of the Target Properties (the "Target Rent Roll"). The Target Rent Roll includes or describes for each Target Lease, the name and address of the tenant, the space leased, the current balances of security and other deposits, the current base rent roll attached hereto as Schedule 3 (the “Rent Roll”) tenant is obligated to pay thereunder, and the amount of percentage rent most recently paid. Target has delivered to Acquiror a true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. complete statement evidencing common area maintenance ▇▇▇▇▇▇▇▇ and real estate tax escalations under each Target Lease. (b) Except as set forth on in the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeTarget Disclosure Letter, (i) to Target's knowledge, each Lease of the Target Leases is valid and subsisting and in full force and effect; (ii) no Tenant is controlled by, under common control with or controls Target; (iii) the tenants tenant under each of the Target Leases have accepted is in actual possession of and are the leased premises; (iv) no tenant under any Target Lease is in occupancy of all of their respective demised premises, have commenced arrears for the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days month preceding the month of the date of this Agreement or to Target's knowledge otherwise in advance; (iv) the rent payable under each Lease is the amount default of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentsuch tenant's lease obligations; (v) to Target's knowledge, no tenant has made any claim against the landlord under any Target Lease which remains outstanding, there are no defaults on intends to vacate prior to the part termination of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultits lease; (vi) there is are no present material default pending summary proceedings or other legal actions by the tenant Target for eviction under any Target Lease; (vii) all security deposits decorating, repairs, alterations, or other work required to be performed by Target under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofTarget Leases, or the costs to be reimbursed to any tenant under any Target Lease, has been performed or, if required, reimbursed; (viii) Borrower no space subject to any Target Lease is occupied rent free or at a rental rate reduced from the sole owner of rates stated in the entire lessor’s interest in each LeaseTarget Rent Roll; and (ix) each Lease is the valid, binding and enforceable obligation none of the Borrower Target Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered, other than to lenders, except as described in the Target Disclosure Letter. Target has not collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the date of collection. All brokerage or leasing commissions payable by the landlord with respect to Target Leases have been paid in full and there are no commissions payable with respect to renewals or extensions of any Target Lease. There are no material unsatisfied obligations wherein rent and/or other obligations of the tenant in other buildings or improvements have been assumed by Target. (c) Except as shown in the Target Disclosure Letter, to Target's knowledge, no tenant, licensee or occupant under any of the Target Leases has notified Target in writing of any claim, offset or defense which would materially affect the collection of rent from such tenant. (d) The Target Disclosure Letter sets forth a true, correct and complete list of all written or oral legally enforceable commitments made by Target to lease any of the Target Properties or any portion thereof which has not yet been reduced to a written lease. To Target's knowledge, no person has asserted, or is threatening to assert, that any of such written or oral commitments is not legally enforceable. Target has delivered to Acquiror true, correct and complete copies of all such written commitments and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right Target Disclosure Letter provides with respect to occupy, each such oral commitment the Property except under the principal terms of the Lease; and (xi) each Lease is subordinate to the Loan Documentssuch commitment, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lenderincluding, and no other Person has any interest therein except the tenants thereunderif applicable, those items set forth in Section 3.07(a).

Leases. To Borrower’s Knowledge, the The rent roll rolls attached hereto as Schedule 3 (the “Rent Roll”) is I are true, complete and correct and the no Property is not subject to any Leases other than the Leases described in Schedule I. Borrowers are the Rent Roll or owners and lessors of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in any Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except as set forth on the Rent Roll or rent rolls attached hereto as otherwise disclosed to Lender in writingSchedule I: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; 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 tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by any 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 any 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 premises, Property and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) Borrowers have delivered to Lender a true, correct and complete list of all security deposits under Leases are as set forth on the Rent Roll and made by Tenants at any Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrowers in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; 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 any Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (xi) each there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, 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 is subordinate to or expansion of the Loan Documentsspace leased thereunder, either (xii) no Tenant under any Lease has any right or option for additional space in the Improvements and (xiii) 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 or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents have been assigned or pledged except to Lender, and no other Person has any interest received therein except the tenants thereunderwhich is still in effect.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct and reflects the terms of any lease modifications, waivers or deferrals agreed to by Borrower, and the Property is not subject to any Leases other than the Leases described in Schedule I. Borrower is the Rent Roll or owner and lessor of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in the Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except as set forth on the Rent Roll or rent roll attached hereto as otherwise disclosed to Lender in writingSchedule I: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; 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 tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (excluding 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 each 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 actual occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) Borrower has delivered to Lender a true, correct and complete list of all security deposits under Leases are as set forth on made by Tenants at the Rent Roll and Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrower in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Lease and any guarantor of such Tenant’s obligations is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, except PUREgraphite Tenant pursuant to the PUREgraphite Lease; , (x) the Tenants under the Leases are open for business (other than PUREgraphite Tenant) and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises or has gone dark (or has noticed Borrower of its intent to go dark) in all or a material portion of its leased premises, (xi) each there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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 is subordinate or expansion of the space leased thereunder, (xii) 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, (xiii) no Tenant has informed Borrower or otherwise given notice (whether written or oral) that it intends to (or will seek to) “go dark”, vacate, cease to occupy or cease to conduct business in the ordinary course at its leased premises or any portion thereof, pursuant to any force majeure clause contained in its Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic, (xiv) no Tenant has directly or indirectly (A) asserted any defense against the payment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease, (B) sought or given notice (whether written or oral) that it intends to seek any relief or other concessions with respect to the Loan Documentspayment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease or (C) made any other request for or otherwise given notice (whether written or oral) that it intends to seek any amendment, either deferral, forbearance, waiver or other modification of any term or provision of its Lease, in any case, pursuant to any force majeure clause contained in its terms Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic and (xv) Borrower is not currently in discussions or negotiations (directly or indirectly) with any Tenant with respect to, and no Tenant has requested in writing, any material amendment or modification of the Lease (including, without limitation, any reduction, deferral or waiver in the rent or the term thereof or in any other amounts due thereunder). No Tenant under any Lease has a right or option pursuant to a subordination and attornment agreement. None of the Leases contains any option such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor 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. All contingencies under the PUREgraphite Lease to the effectiveness thereof have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersatisfied.

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is ), attached hereto as Exhibit O, contains a true, complete and correct and complete list of all Net Leases for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as and all information set forth on the such Rent Roll or as otherwise disclosed to Lender is true and correct in writing: To Borrower’s Knowledgeall material respects; (b) all Net Leases are valid and enforceable, (i) each Lease is and in full force and effect, and are unmodified except as stated therein; (iic) the tenants neither Borrower nor any Net Lease Tenant is in default under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; its Net Lease (iii) all rents due and payable under the Leases have been paid and no portion thereof event has been paid for occurred which with the passage of time or notice or both would result in a default under its Net Lease), other than with respect to rents owed by any period more Net Lease Tenant that are less than thirty (30) days in advanceoverdue, (d) no Net Lease Tenant is the subject of any bankruptcy, insolvency or similar proceeding; (ive) the rent payable under each Lease is copies of the amount of fixed rent set forth Net Leases delivered to Administrative Agent are true and complete in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentall material respects; (vf) Borrower has no tenant has made knowledge of any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part notice of the landlord under any Lease, and no event has occurred which, termination or default with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under respect to any Lease; (viig) Borrower has not assigned or pledged any of the Net Leases, the Rents thereunder or any interests therein except to Administrative Agent (on behalf of the Lenders); (h) to Borrower’s knowledge, no tenant or other party has an unexpired option, right of first refusal or other preferential right to purchase all or any portion of the Property; (i) no Net Lease Tenant has the unilateral right to terminate its Net Lease prior to expiration of the stated term of such Net Lease absent the occurrence of any casualty, condemnation or default by the Borrower thereunder; and (j) no tenant under any Net Lease has prepaid more than one (1) month’s rent in advance (except for security deposits under Leases are as set forth on the Rent Roll and are held consistent other charges collected in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the applicable Net Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder).

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is Borrower represents and warrants to Lender that Borrower has delivered to Lender true, complete and correct and the Property is not subject to complete copies of all Leases (together with any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, and all amendments and modifications thereto) and that (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in the Leases; (ii) the Leases are valid, binding on each of the parties thereto, enforceable and in full force and effect and have not been altered, modified or amended in any manner whatsoever except as disclosed to Lender in the rent roll attached to the Closing Certificate dated as of the date hereof executed and delivered by Borrower to Lender prior to or simultaneously with its execution and delivery to Lender of this Mortgage (the “Rent Roll”); (iii) there are no side letters or other arrangements, whether or not constituting an amendment to any Lease, for any tenant inducements such as rebates or reductions in the rental provided for in any of said Leases; (iv) neither the Leases nor the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (v) none of the Rents have been collected for more than one (1) month in advance; (vi) the execution and delivery of this Mortgage and of the Assignment of Leases and Rents (as such term is hereinafter defined) will not constitute an event of default under any of the Leases; (vii) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis except as explicitly identified on the Rent Roll; (viii) no tenant under any of the Leases is delinquent in the payment of rent or is in default under any material provision of its Lease except as shown on the Rent Roll; (ix) each Lease is there exist no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents, and all of the applicable tenant thereunderobligations of the landlord pursuant to the Leases have been fully performed; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first offer or refusal or other right to purchase or acquire any portion of the Property or any part thereof. Neither ownership interest therein; (xi) except as disclosed in the Rent Roll no Lease contains any option, right of first offer or refusal, or other right to expand or reduce the premises demised thereunder, or to terminate the Lease or vacate the Property prior to the expiration of the term of such Lease (other than due to an event of condemnation or casualty) or any other similar provisions which adversely affect the Property or which might adversely affect the rights of Lender; and (xii) all tenants under the Leases nor are occupying their respective leased premises and are open for business as of the date hereof, and none of such tenants have given Borrower any notice of intention to vacate the leased premises prior to the expiration of their respective Lease terms. (b) Borrower covenants with Lender that Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the tenants thereunder to be observed or performed, subject to the provisions of Section 13(e) hereof; (ii) shall promptly send to Lender copies of all notices of default which Borrower shall send or receive under the Leases; (iii) shall not collect any Rents more than one (1) month in advance; (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents have been assigned or pledged except other than the Assignment of Leases and Rents; (v) shall execute and deliver at the request of Lender all such further reasonable assurances, confirmations and assignments in connection with the Property as Lender shall from time to time require; and (vi) shall deliver to Lender, at Lender’s request, executed copies of all Leases now existing or hereafter arising. (c) If the Property includes commercial property, Borrower shall make all reasonable efforts to deliver to Lender upon request, tenant estoppel certificates and no subordination, nondisturbance and subordination agreements from each commercial tenant at the Property in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year. (d) Borrower further covenants with Lender that, unless Lender otherwise reasonably approved in writing, all Leases shall be written on the standard form of lease which has been reasonably approved by Lender or on such other Person form of lease as has been reasonably approved by Lender, subject to non-material commercially reasonable revisions negotiated at arms length, and shall provide that (i) they are subordinate to the Mortgage and any interest therein except indebtedness now or hereafter secured by the Property, (ii) the tenants thereunder shall attorn to Lender (such attornment to be effective upon Lender’s acquisition of title to the Property), (iii) the tenants thereunder shall execute such further evidences of attornment as Lender may from time to time request, (iv) the attornment of the tenants thereunder shall not be terminated by foreclosure, (v) Lender may, at Lender’s option, accept or reject such attornment, and (vi) the tenants thereunder agree to furnish, two times in any calendar year, as Lender may request, a certificate signed by such tenants confirming and containing such factual certifications and representations deemed reasonably appropriate by Lender. (e) Borrower shall not enter into any new Leases, or alter, modify or change the terms of the Leases, or consent to any assignment of Lease requiring the landlord’s consent, without the prior written consent of Lender, or cancel or terminate any of the Leases or accept a surrender thereof or take any other action which would effect a merger of the estates and rights of, or a termination or diminution of the obligations of, the tenants thereunder, or waive, release, reduce, discount or otherwise discharge or compromise the payment of any of the Rents to accrue under the Leases, without the prior written consent of Lender, except that Borrower may take the following actions with respect to any Lease of any office space to a non-affiliate of Borrower involving not more than five percent (5%) of the rentable square feet of the Property and not more than five percent (5%) of the gross rent payable under all Leases at the Property (each an “Ordinary Course Lease”) without obtaining Lender’s prior written consent, so long as no Event of Default exists and is continuing: (i) Borrower may execute a new Ordinary Course Lease of space at the Property or a renewal or modification of an existing Ordinary Course Lease if (A) such New Ordinary Course Lease, or modification or renewal of an existing Ordinary Course Lease, is the result of an arms-length transaction with a tenant unaffiliated with the Borrower and provides for payment of a net effective rent (after taking into account any free rent, construction allowances or other concessions granted by landlord) and other material amounts payable no less than the then effective fair market rent and economic terms then prevailing for similar properties and leases in the market area (and taking into account the type and creditworthiness of the tenant, the length of the term including any renewals, and the location and size of the premises covered thereby), and is otherwise on commercially reasonable terms, (B) such new Ordinary Course Lease or modification or renewal of an existing Ordinary Course Lease will not adversely affect the Property, Lender, or Borrower’s ability to fulfill its obligations under the Loan Documents, (C) each new Ordinary Course Lease satisfies the requirements of Section 13(d) above, (D) any Ordinary Course Lease which is modified or renewed continues to be an Ordinary Course Lease, and any new Ordinary Course Lease does not contain any expansion or renewal or extension options or provisions which, if exercised, would result in such Lease no longer being an Ordinary Course Lease, (E) such new Ordinary Course Lease, or modification or renewal of an existing Ordinary Course Lease, does not contain any options to purchase or other rights with respect to the ownership of the Property. (ii) Borrower may if and to the extent commercially reasonable evict, terminate or take other enforcement actions with respect to defaulting tenants under Ordinary Course Leases, and make commercially reasonable modifications or settlements on account of defaulted Ordinary Course Leases which are consistent with prudent property management standards and current market conditions, so long as any modified Lease remains an Ordinary Course Lease. Any request for approval of a Lease, or assignment, termination, amendment or modification of any Lease requiring approval as set forth above shall be made to Lender in writing and together with such request Borrower shall furnish to Lender: (i) such biographical and financial information about the proposed tenant and any guarantor of such proposed Lease as Lender may reasonably require, (ii) a copy of the proposed form of Lease (or amendment or modification), and (iii) a summary of the material terms of such proposed Lease (or amendment or modification) including, without limitation, rental terms and the term of the proposed Lease and any options.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “"Rent Roll”") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord O under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ix) to the best of Borrower's knowledge, each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (xii) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xiii) 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 under any Lease has already been received by such tenant; (xiv) no tenant under any Lease (or any sublease) is an Affiliate of Borrower; (xv) all tenants under the Leases are open for business and paying full, unabated rent; (xvi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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; (xvii) no tenant under any Lease 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; (xviii) no tenant under any Lease has any right or option for additional space in the Improvements; and (xix) each tenant under a Material Lease is free from bankruptcy or reorganization proceedings. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, The Grantor represents and warrants that as of the rent roll date hereof: (i) the Leases identified in Schedule C attached hereto as Schedule 3 are the only Leases in existence on the date hereof relating to the Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Beneficiary and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) the Rent Roll or as otherwise disclosed to Lender Grantor is the sole owner of all of the Grantor's Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Grantor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Grantor and such Tenant in accordance with its terms, claims except as enforceability may be limited by applicable bankruptcy, insolvency or defenses to similar laws affecting the enforcement thereof; of creditors' rights generally or by equitable principles relating to enforceability; (iiiv) all rents due and payable there is no default under the any of such Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by the tenant all Rents due under any Lease; such Leases have been paid in full; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Beneficiary pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each accordance with the provisions of the applicable Lease; ) have been collected for more than one (1) month in advance; (ix) each Lease is there exists no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents and the applicable tenant thereunder; Grantor owes no monetary obligation to any Tenant under any such Lease; (x) the Grantor has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and and (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Deed of Trust either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrecordable Subordination Agreement.

Leases. To Borrower’s Knowledge, The Mortgagor represents and warrants that as of the rent roll date hereof: (i) the Leases identified in Schedule C attached hereto as Schedule 3 are the only Leases in existence on the date hereof relating to the Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Mortgagee and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) the Rent Roll or as otherwise disclosed to Lender Mortgagor is the sole owner of all of the Mortgagor’s Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Mortgagor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Mortgagor and such Tenant in accordance with its terms, claims except as enforceability may be limited by applicable bankruptcy, insolvency or defenses to similar laws affecting the enforcement thereof; of creditors’ rights generally or by equitable principles relating to enforceability; (iiiv) all rents due and payable there is no default under the any of such Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by the tenant all Rents due under any Lease; such Leases have been paid in full; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Mortgagee pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each accordance with the provisions of the applicable Lease; ) have been collected for more than one (1) month in advance; (ix) each Lease is there exist no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents and the applicable tenant thereunder; Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and ; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Mortgage either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrecordable Subordination Agreement.

Leases. To Borrower’s Knowledge(a) The Acquiror Disclosure Letter contains a true, correct and complete rent roll for all leases, licenses and tenancies, each as amended and supplemented ("Acquiror Leases") covering all or each portion of the Acquiror Properties (the "Acquiror Rent Roll"). The Acquiror Rent Roll includes or describes for each Acquiror Lease, the name of the tenant, the space leased the current balances of security and other deposits, the current base rent roll attached hereto as Schedule 3 (the “Rent Roll”) tenant is trueobligated to pay thereunder, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. amount of percentage rent most recently paid. (b) Except as set forth on in the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeAcquiror Disclosure Letter, (i) to Acquiror's knowledge, each Lease of the Acquiror Leases is valid and subsisting and in full force and effect; (ii) no tenant is controlled by, under common control with or controls the tenants Company; (iii) the tenant under each of the Acquiror Leases have accepted is in actual possession of and are the leased premises; (iv) no tenant under any Acquiror Lease is in occupancy of all of their respective demised premises, have commenced arrears for the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days month preceding the month of the date of this Agreement or, to Acquiror's knowledge, otherwise in advance; (iv) the rent payable under each Lease is the amount default of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentsuch tenant's lease obligations; (v) to Acquiror's knowledge, no tenant has made any claim against the landlord under any Acquiror Lease which remains outstanding, there are no defaults on intends to vacate prior to the part termination of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultits lease; (vi) there is are no present material default pending summary proceedings or other legal actions by the tenant Acquiror for eviction under any Acquiror Lease; (vii) all security deposits decorating, repairs, alterations, or other work required to be performed by the Company under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofAcquiror Leases, or the costs to be reimbursed to any tenant under any Acquiror Lease, has been performed or, if required, reimbursed; (viii) Borrower no space subject to any Acquiror Lease is occupied rent free or at a rental rate reduced from the sole owner of rates stated in the entire lessor’s interest in each LeaseAcquiror Rent Roll; and (ix) each Lease is the valid, binding and enforceable obligation none of the Borrower Acquiror Leases and none of the applicable tenant thereunder; (x) no Person has any possessory interest inrents or other amounts payable thereunder have been assigned, pledged or right encumbered, other than to occupylenders, as described in the Acquiror Disclosure Letter. Except as set forth in the Acquiror Disclosure Letter, the Property except under Company has not collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the terms date of collection. There are no material unsatisfied obligations wherein rent and/or other obligations of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms tenant in other buildings or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents improvements have been assigned or pledged except to Lender, and no other Person has any interest therein except assumed by the tenants thereunderCompany.

Leases. To Borrower’s Knowledge, Each Entity that owns fee title to the rent roll attached hereto as Schedule 3 underlying Property (the “Rent Roll”"Holder") is trueholds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of such Property (the "Leases"). A true and complete and correct and copy of all Leases have been made available to the Property is not subject Acquirer; to any A&O's knowledge, such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is are in full force and effect; (ii, except as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to A&O's knowledge, except as set forth in Section 2.2(j) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the applicable Holder; rent is being billed to the tenants in accordance with the Leases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in Section 2.2(j) of the Disclosure Schedule; the Holder has received no written notice that any tenant under any such Lease contests any rent or other charges billed to it, except as set forth in Section 2.2(j) of the Disclosure Schedule; no assignment of the Holder's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To A&O's knowledge, all material obligations of the lessor under the Leases that have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses accrued to the enforcement thereof; (iii) all rents due and payable under the Leases date hereof have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim performed or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersatisfied.

Leases. To Borrower’s Knowledge, Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) 3.1.22 is true, correct and complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeIonis Lease, (ib) each the Ionis Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by any party thereto and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder by any party thereto, (vic) the copies of the Leases delivered to Lender are true, correct and complete, and there is are no present material default oral agreements with respect thereto, (d) no Rent (including security or other deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by the tenant landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any Lease; payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant, (viig) all security or other deposits under are being held in accordance with the applicable Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; all applicable Legal Requirements, (viiih) Borrower is the sole owner has no knowledge of any notice of termination or default with respect to any Lease, (i) Borrower has not assigned or pledged any of the entire lessor’s Leases, the rents or any interest in each Lease; therein except to Lender, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xj) no Tenant or other Person has any possessory interest inan option, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal or offer or any other preferential right to purchase the Property all or any part thereof. Neither portion of, or interest in, the Leases nor Property, (k) no Tenant has any right or option for additional space in the Rents Improvements, (l) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) to Borrower’s knowledge, no Hazardous Substances have been assigned disposed, stored or pledged except treated by any Tenant on, under or about the Property, other than in compliance with all Legal Requirements and Environmental Laws, (o) Borrower does not have any knowledge of any Tenant’s intention to Lenderuse 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 other Hazardous Substances, other than in compliance with all legal requirements and Environmental Laws, and no other Person has any interest therein except (p) all existing Leases are subordinate to the tenants thereunderSecurity Instrument either pursuant to their terms or a recorded subordination agreement. Borrower acknowledges and agrees that the Ionis Lease is a “true lease” and does not represent a financing arrangement and Borrower covenants and agrees that it will reflect the Ionis Lease in all applicable books, records and reports in a manner consistent with true lease treatment.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. No Person has any possessory interest in the title report Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) Owner is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Owner (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; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender. Except Lender or made available to Lender and, the Leases have not been further modified or amended, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing on or prior to the date hereof; (iiv) each Lease is in full force and effect; (iiv) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Senior Lender in connection with the Loan and which are dated within 60 days of the date hereof (collectively, and there is no claim or basis for a claim by the “Tenant Estoppels”), neither Owner nor, to Borrower’s knowledge, any tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material an event of default by the tenant under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) all security deposits under Leases are except as set forth disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) payable under each Lease is the validhave been paid in full and, binding except for estimated payments of operating expenses and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) taxes made by tenants in accordance with their Leases, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except paid more than one (1) month in advance of the tenants thereunderdue dates thereof.

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 Exhibit 3.1(xviii)(a) and incorporated herein by this reference (hereinafter referred to as the “Rent Roll”) is true, complete complete, and correct with respect to the Leases in effect with respect to the Mortgaged Premises as of the Closing Date. The Borrower hereby further certifies to the Administrative Agent and the Property is not subject to any Lenders that there are no other Leases other than affecting the Leases described in Mortgaged Premises as of the Rent Roll or in the title report delivered to Lender. Except date of this Agreement except as set forth on the Rent Roll. (b) The liability of the Borrower for the return of tenants’ security deposits and interest shown on the Rent Roll is accurately set forth in the Leases. (c) Each of the Leases for the Mortgaged Premises submitted by the Borrower to the Administrative Agent is true, complete, and correct, there are no amendments or modifications thereto except as otherwise disclosed previously delivered to Lender the Administrative Agent, and such Leases constitute all of the Leases which cover all or any portion of the Mortgaged Premises. (d) Except as set forth in writing: To Borrower’s KnowledgeExhibit 3.1(xviii)(d) attached hereto and made a part hereof, (i) each Lease of the Leases for the Mortgaged Premises is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses default with respect to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof any Lease has been paid for declared by any period more than thirty (30) days in advance; (iv) party thereto and the rent payable under each Lease is the amount Borrower has no knowledge of fixed rent set forth in the Rent Roll, and there is no claim any facts or basis for circumstances which it might reasonably believe would give rise to a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; party thereto. (viie) all security deposits under Leases are Except as expressly set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower respect to the Mortgaged Premises, each tenant under the Leases is the sole owner in occupancy as of the entire lessor’s interest in each Lease; (ix) each Lease Closing Date, and is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) paying rent on a current basis with no Person has any possessory interest in, or right to occupyany rental offsets or claims, the Property except and no rent has been prepaid other than as permitted under the terms of the applicable Lease; . (f) Except as set forth and (xishown on Exhibit 3.1(xviii)(f) each Lease is subordinate to attached hereto and made a part hereof, the Loan DocumentsBorrower has received no requests for any concessions from, either pursuant to its terms or pursuant to a subordination and attornment agreement. None granted any concessions to, any tenant of the Leases contains any option to purchase or right of first refusal to purchase Mortgaged Premises within the Property or any part thereof. Neither thirty (30) day period immediately preceding the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing Date.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct in all material respects and the Property is Borrower has not subject to entered into any Leases leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid (except as set forth on Schedule 4.16) and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.7; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Major Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged by Borrowers except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeExcept as previously disclosed in writing to Lender, whether in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll and approved by Lender or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgeotherwise, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiia) Borrower is the sole owner of the entire lessor’s 's interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (i) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (j) there exist no offsets or defenses to the payment of any portion of the Rents; (k) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixm) each Lease is the valid, binding Leases are valid and enforceable obligation of the against Borrower and the applicable tenant thereundertenants set forth therein; (xn) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (o) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xip) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders, (r) all security deposits relating to the Leases contains any option reflected on the certified rent roll or other certification delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (s) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. To Borrower’s Knowledge, Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule I, (ib) each Lease is the Leases identified on Schedule I are in full force and effect; effect and there are no defaults under any Major Leases by either party, (iic) there are no defaults under any non-Major Leases by either party that, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, (d) the tenants under copies of the Leases have accepted possession of delivered to Lender are true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiie) all rents due and payable under the Leases have been paid and no portion thereof Rent (including security deposits) has been paid for any period more than thirty one (301) days month in advance; advance of its due date (ivother than security deposits, percentage rents, escalation and estimated payments of taxes, insurance premiums and operating expenses payable by Tenants pursuant to the terms and provisions of their respective Leases), (f) the rent payable all work to be performed by Borrower under each Lease is the amount of fixed rent set forth in the Rent Roll, has been performed as required and there is no claim or basis for a claim has been accepted by the tenant thereunder for an adjustment applicable Tenant, (g) 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, (h) all security deposits and each Tenant Letter of Credit are being held in accordance with applicable Legal Requirements, (i) neither the rentlandlord nor any Tenant is in default under any of the Leases; (vj) Borrower has no tenant has made knowledge of any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part notice of the landlord under any Lease, and no event has occurred which, termination or default with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under respect to any Lease; (viik) all security deposits under Leases are as set forth on Borrower has not assigned or pledged any of the Rent Roll and are held consistent with Section 3.8 hereofLeases, the rents, any Tenant Letter of Credit, or any interests therein except to Lender; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xl) no Person Tenant or other party has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any an option to purchase or right of first refusal or offer, to purchase the Property all or any part thereofportion of the Property; (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (n) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (p) as of the Closing Date, the only Tenant Letters of Credit are those described in Schedule VIII attached hereto. Neither The term “Lease” as used in this Section 3.1.22 shall be limited to tenant leases and does not include subleases, licenses, concession agreements or other agreements otherwise included in the Leases nor definition of the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderterm “Lease” contained in Section 1.1 hereof.

Leases. To Borrower’s Knowledge, Schedule 3.9 sets forth a copy of the most recent rent roll attached hereto as Schedule 3 for each Real Property (the each, a “Rent Roll”) ), which Rent Roll, to such Seller’s Knowledge, is true, complete true and correct and in all material respects as of the Property is not subject to any Leases other than the Leases described date of such Rent Roll. Except as noted in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeRoll, (i) each Lease is in full force all rent and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents other charges due and payable under the Leases have been paid and there are no portion thereof arrears or past due amounts due under the Leases, (ii) no rent or other charge under any Lease has been paid for any period more than thirty (30) days in advance; 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 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 Leases, and, except as may be noted on the Rent Roll or in 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 each Lease is the amount of fixed rent set forth in the Rent Rollits Lease), and there is no claim by such Seller or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Tenant under any Lease which remains outstanding, there are no defaults on the part of the landlord under Leases, or (2) any Lease, and no event that has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute such or would reasonably be expected to constitute a default; (vi) there is no present material default by the tenant under any Lease; . True, correct and complete copies of the Leases (viiincluding, 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 under Leases are as set forth on the Rent Roll (and are held consistent with Section 3.8 hereof; indicates whether cash or non-cash (viiii.e. letters of credit)) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, paid or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either deposited by a Tenant pursuant to its terms or 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 the applicable Seller or have been applied by such Seller in accordance with each Lease and all applicable Laws. (c) Schedule 3.9 sets forth a subordination true, correct and attornment agreement. None complete list of all unpaid tenant allowances, other tenant incentives, brokerage commissions, and/or leasing fees owed or that could come due under any of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 2 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofof the Senior Loan Agreement; (viii) Borrower Owner is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower Owner and the applicable tenant thereunder; and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderSenior Lender in accordance with the Senior Loan Documents, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is is, to Borrower’s knowledge, true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except To Borrower’s knowledge, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; thereunder and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeAn 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 (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 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 reflected on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) , and no tenant is true, complete and correct and the Property is not subject entitled to any Leases other than the Leases described 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 Roll. There are no occupancies, rights, privileges or licenses in or to the title report delivered Mortgaged Property or portion thereof other than pursuant to Lenderthe Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth on in each Rent Roll, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected therein are in full force and effect; (ii) 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 tenants under Borrower, the Leases have accepted possession of and are in occupancy of all Guarantor nor any of their respective demised premisesSubsidiaries has given or made, have commenced the any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of rent under the Leases, and there are no offsets, claims or defenses . The Rent Rolls furnished to the enforcement thereof; (iii) Banks accurately and completely set forth all rents due payable by and payable under the Leases have been security, if any, deposited by tenants, no tenant having paid and no portion thereof has been paid for any period more than thirty (30) days one month's rent in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in . All tenant improvements or work to be done for tenants on the Rent Roll, and there is no claim furnished or basis paid for a claim by the tenant thereunder Borrower, the Guarantor or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for an adjustment or provided for in a manner satisfactory to the rent; (v) no tenant has made Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantor or any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of their respective Subsidiaries in respect of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) to the best of Borrower’s knowledge, each Lease is in full force and effect; , (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; , (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; , (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; , (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, to the best of Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; , (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; , (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; Roll, (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; , (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and and, to the best of Borrower’s knowledge, the applicable tenant thereunder; , (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; , and (xi) to the best of Borrower’s knowledge, each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledgeactual knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule III attached hereto and made a part hereof, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiib) Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; the Leases, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xc) no Person has any possessory interest in, in the Property or right to occupy, occupy the Property same except under the terms of the Lease; and (xi) each Lease is subordinate pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None provisions of the Leases contains and (d) the current Leases are in full force and effect. To Borrower’s actual knowledge, no Rent 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, 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 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 Rents received therein which is still in effect. To Borrower’s actual knowledge, except as set forth on Schedule III, no tenant listed on Schedule III 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 no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged To Borrower’s actual knowledge, except to Lenderas set forth on Schedule III, and no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. To Borrower’s KnowledgeTrue, correct and complete copies of all of the leases of the Royale Properties and any amendments thereto (collectively, the rent roll attached "Royale Leases"), have been delivered to the H/SIC General Partners. Attached hereto as Schedule 3 Exhibit "Royale Leases" is a description of all of the Royale Leases and a current rent schedule ("Royale Rent Schedule") covering the “Rent Roll”) Leases, which is true, complete true and correct and in all material respects. There are no leases or tenancies of any space in the Property is not subject to any Leases other than the Leases described those set forth in the Rent Roll Exhibit "Royale Leases" or, to Royale's knowledge, any subleases or in the title report delivered to Lendersubtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit "Royale Leases" or elsewhere in this Agreement: (i) The Royale Leases are in full force and effect and constitute a legal, valid and binding obligation of the respective tenants; (ii) No tenant has an option to purchase the Royale Properties or any portion thereof, except as otherwise set forth in Exhibit "Royale Purchase Options"; (iii) No renewal or expansion options have been granted to the tenants, except as provided in the Royale Leases; (iv) To Royale's knowledge, Royale is not in material default under any of the Leases; (v) The rents set forth on the Royale Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and Schedule are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, being collected on a current basis and there are no offsetsarrearages in excess of one month, claims except as indicated in Exhibit "Royale Leases" hereto, nor has any tenant paid any rent, additional rent or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid other charge of any nature for any a period of more than thirty (30) days in advance; (vi) Royale has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and to Royale's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit "Royale Leases"; (vii) No action or proceeding instituted against Royale by any tenant is presently pending in any court; and (ivviii) the rent payable under each Lease is the amount of fixed rent There are no security deposits other than those set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderExhibit "Royale Leases".

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is is, to Borrower’s knowledge, true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except To Borrower’s knowledge, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; thereunder and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 2 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofof the Senior Loan Agreement; (viii) Borrower Owner is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower Owner and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderSenior Lender in accordance with the Senior Loan Documents, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, 3.10.1 Schedule 3.10 hereto is an accurate and complete list of all leases or rights of occupancy pursuant to which the rent roll attached hereto as Schedule 3 Company leases or subleases any real property or interest therein or personal property (the “Rent Roll”) is true, complete "Leases"). A true and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report copy of each Lease has been delivered to LenderPurchaser 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. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Each Lease is valid and in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there . There are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord existing defaults under any Lease which remains outstanding, there are no defaults on the part provision of the landlord under any Lease, and no event has occurred whichwhich (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 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 giving improvements erected by and under the direction of notice the Company on the properties demised under the Leases encroach on adjoining property or passage public streets and, to the knowledge of timethe Company, no portion of any of the properties demised under the Leases are, or bothhave been, would constitute subjected to a special ad valorem tax valuation such that a default; change in ownership or use (viwhether now existing or in the future) there is no present material default by has caused or will cause additional ad valorem taxes to be imposed upon the tenant properties demised under any Lease; (vii) the Leases. 3.10.3 The basic rent and all security deposits additional rent payable under the Leases are have been paid to date. To the knowledge of Seller, except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the validSchedule 3.10, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right all work required to occupy, the Property except be performed under the terms of Leases by the Lease; landlord thereunder or by the Company has been performed and (xi) each Lease is subordinate to the Loan Documentsextent that the Company is responsible for payment of such work, either pursuant has been fully paid for, whether directly to its terms the contractor performing such work or pursuant to a subordination and attornment agreement. None of such landlord as reimbursement therefor except for items which the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Company is disputing in good faith. 3.10.4 There have been assigned no casualties which could result in the termination of any Lease or pledged except the application of any buy-out provisions contained in any Lease relative to Lender, and no other Person has any interest therein except the tenants thereunderdamage by casualty.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 II (the “Rent Roll”) is true, complete and correct in all material respects as of the date hereof and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on (x) the Rent Roll Roll, or as otherwise disclosed (y) the tenant estoppels, accounts receivable schedule, “dark space” summary reports, subtenant summary reports, or security deposit reports actually delivered to Lender in writingwriting by Borrower prior to the Closing Date: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) the tenants Tenants under the Leases have accepted possession of and are in occupancy (and have not exercised any right of “going dark” under the applicable Lease) of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant Tenant thereunder for an adjustment to the rent; (ve) no tenant Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrower’s knowledge, there is no present material default by the tenant Tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof5.1.21; (viiih) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant Tenant thereunder; (xj) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants Tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”"RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed tenant estoppel certificates delivered to Lender in writingprior to the date hereof: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower's best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (x) to Borrower's best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, The Mortgagor represents and warrants that: (i) the rent roll Leases identified on Schedule D attached hereto as Schedule 3 are the only Leases in existence on the date hereof with respect to the Premises and Leased Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Mortgagee and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) it is the Rent Roll or as otherwise disclosed to Lender sole owner of all of the Mortgagor's Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Mortgagor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Mortgagor and such Tenant in accordance with its terms except as enforceability may be limited by applicable bankruptcy, claims insolvency or defenses similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability or by other laws and regulations of non-U.S. jurisdictions; (v) to the enforcement thereof; (iii) all rents due and payable best of Mortgagor's knowledge, there is no default under the any of such material Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by all Rents due under such Leases have been paid in full through the tenant under any Lease; date hereof; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Mortgagee pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each Lease; accordance with the provisions of the applicable Lease and other than with respect to that certain Thermal Energy Services Agreement dated September 27, 1996 by and between Atlantic Jersey Thermal Systems, Inc. and Mortgagor have been collected for more than one (1) month in advance; (ix) each Lease is to the validbest of Mortgagor's knowledge, binding and enforceable obligation there exists no offsets or defenses to the payment of any portion of the Borrower Rents and the applicable tenant thereunder; Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) it has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and ; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Mortgage either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrecordable Subordination Agreement.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete Borrower has delivered to Lender a true and correct copy of the current form apartment lease for each Mortgaged Property, and the each Lease with respect to such Mortgaged Property that Borrower has entered into is not subject to any Leases other than the Leases described in the Rent Roll or form thereof, with no material modifications thereto, except as previously disclosed in the title report delivered writing to Lender. Except as set forth on the in a Rent Roll or as otherwise disclosed to Lender Roll, no Lease for any unit in writing: To Borrower’s Knowledge, any Mortgaged Property (i) each Lease is for a term in full force and effect; (ii) the tenants under the Leases have accepted possession excess of and are in occupancy of all of their respective demised premisesone year, have commenced the payment of rent under the Leases, and there are no offsets, claims including any renewal or defenses extension period unless such renewal or extension period is subject to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period termination by Borrower Parties upon not more than thirty (30) days days’ written notice, (ii) provides for prepayment of more than two (2) months rent, or (iii) was entered into in advance; other than the ordinary course of business. (ivb) Except for any assignment of leases and rents which is a Permitted Lien or which is to be released in connection with the rent payable consummation of the transactions contemplated by the Master Agreement, Borrower is the owner and holder of the landlord’s interest under each Lease is of the amount of fixed rent set forth in the Rent Roll, Leases and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part prior outstanding assignments of any such Lease, or any portion of the landlord under any Leaserents, additional rents, charges, issues or profits due and 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, enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization or other similar laws relating to creditors’ rights generally, and equitable principles, and except as disclosed in writing to Lender, no event has occurred which, with the giving notice of notice or passage of time, or both, would constitute such a default; (vi) there is no present material any default by the Borrower which remains uncured has been sent by any tenant under any such Lease; , 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. (viid) all security deposits All premises demised to tenants under Leases are occupied by such tenants as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each tenants only. No Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has contains any possessory interest in, option or right to occupypurchase, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersimilar provisions.

Leases. To Borrower’s Knowledge, An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the rent roll attached hereto Agent as Schedule 3 of the date of inclusion of each Mortgaged Property or interests in the Mezzanine Property (or such other recent date as may be acceptable to the “Rent Roll”Agent) is true, complete and correct with respect to all Leases of any portion of the Mortgaged Property and the Mezzanine Property is not subject 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 or Mezzanine Property and in the Building relating thereto. There are no occupancies, rights, privileges or licenses in or to any Leases Mortgaged Property or Mezzanine Property or portion thereof other than pursuant to the Leases described reflected in Rent Rolls previously furnished to the Rent Roll Agent for such Mortgaged Property or in the title report delivered to LenderMezzanine Property. Except as set forth on in each Rent Roll, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected therein are in full force and effect; (ii) 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, the Property Owner or the 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. The Rent Rolls furnished to the Banks accurately and 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 under of the Leases have accepted possession of Mortgaged Property and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses Mezzanine Property to the enforcement thereof; (iii) Agent and such estoppel certificates as of the date thereof are true and correct in all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent material respects. Except as otherwise set forth in Schedule A-5 to the Rent RollContribution Agreement, and there is no claim all tenant improvements or basis work to be done, furnished or paid for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made Borrower, any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupyits Subsidiaries, the Property except under Owner, WASH or the terms Guarantor or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor in respect of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete Borrower represents and correct warrants to Administrative Agent and the Property is not subject Lenders with respect to any Leases other than the Leases described in the Rent Roll or in the title report delivered for residential occupancy, to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease the rent roll or Census Report for the Project delivered to Administrative Agent is true and correct; (ii) such Leases are valid and in and full force and effect; and (iii) the interests of the landlord and the rents under such Leases have not been assigned or pledged. Borrower represents and warrants to Administrative Agent and Lenders with respect to the Commercial Leases, if any, to Borrower’s Knowledge, (i) the rent roll with respect to such Commercial Leases, if any, delivered to Administrative Agent is true and correct; (ii) such Commercial Leases are in full force and effect; (iiiii) the tenants under the Commercial Leases have accepted possession of and (including amendments) are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leaseswriting, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceoral agreements with respect thereto; (iv) the rent payable under each Lease is copies of the amount of fixed rent set forth in the Rent Roll, Leases delivered to Administrative Agent are true and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentcomplete; (v) no tenant has made any claim against neither the landlord nor any tenant is in default under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultCommercial Leases; (vi) there is Borrower has no present material knowledge of any notice of termination or default by the tenant under with respect to any Commercial Lease; (vii) all security deposits under Leases are as set forth on Borrower has not assigned or pledged any of the Rent Roll Commercial Leases, the rents or any interests therein except to Administrative Agent and are held consistent with Section 3.8 hereofthe Lender; (viii) Borrower is the sole owner no Tenant or other party has an option to purchase all or any portion of the entire lessor’s interest in each LeaseProject; (ix) each no Tenant has the right to terminate its Commercial Lease is the valid, binding and enforceable obligation prior to expiration of the Borrower and the applicable tenant thereunderstated term of such Commercial Lease; (x) no Person Tenant has any possessory interest in, or right prepaid more than one month’s rent in advance (except for bona fide Security Deposits not in excess of an amount equal to occupy, the Property except under the terms of the Leasetwo months’ rent); and (xi) each Lease is all existing Commercial Leases are subordinate to the Loan Documents, Mortgage either pursuant to its their terms or pursuant to a recorded subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeMortgagor shall not: (a) lease the Trust Estate substantially as an entirety to any Person (except in accordance with the provisions of Article Eight of the Senior Note Indenture), nor shall Mortgagor lease either the Casino Hotel or the Casino or the Hotel or any parking facilities substantially as an entirety to any Person; (b) enter into any Lease, or renew, modify, extend, terminate, or amend any Lease, except in the ordinary course of business of operating the Casino Hotel; (c) receive or collect, or permit the receipt or collection of, any rental payments under any Lease more than one month in advance of the respective periods in respect of which they are to accrue, except that, in connection with the execution and delivery of any Lease or of any amendment to any Lease, rental payments thereunder may be collected and received in advance in an amount not in excess of three months' rent and/or a security deposit may be required thereunder in an amount not exceeding one year's rent; (d) collaterally assign, transfer or hypothecate (other than to Mortgagee hereunder, to the holder of the Senior Note Mortgage, the rent roll attached hereto as Schedule 3 (holder of the “Rent Roll”) is trueTCHI Note Guarantee Mortgage or the holder of the Senior Partnership Upstream Note Mortgage, complete and correct and but in each case only with respect to the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, property secured by such mortgage) (i) each any rental payment under any Lease is whether then due or to accrue in full force and effect; the future, (ii) the tenants under the Leases have accepted possession interest of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the Mortgagor as landlord under any Lease which remains outstandingor (iii) the rents, there are no defaults on issues or profits of the part Trust Estate; (e) after the date hereof, enter into any Lease, or renew any Lease, unless such Lease contains terms to the effect as follows: (i) the Lease and the rights of the tenants thereunder shall be subject and subordinate to the rights of Mortgagee under this Senior Guarantee Mortgage, (ii) the Lease may be assigned by the landlord thereunder to Mortgagee, and (iii) the rights and remedies of the tenant in respect of any obligations of the landlord under thereunder shall be nonrecourse as to any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner assets of the entire lessor’s interest landlord other than its equity in each Leasethe building in which the leased premises are located or the proceeds thereof; or (ixf) each modify any Lease with respect to the matters described in clauses (i) through (iii) of paragraph (e). If Mortgagor enters into a Lease (other than with an Affiliate of Mortgagor) for a term of not less than 3 years, Mortgagee shall deliver a non-disturbance and attornment agreement substantially in the form of Schedule 7 hereto, following receipt of a certificate of a leasing broker (who is not an Affiliate of Mortgagor or the valid, binding and enforceable obligation broker involved in such transaction) experienced with respect to leases of commercial space in the Borrower Atlantic City area stating that the rent under the Lease throughout the term thereof is not less than fair market rent and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the other terms of the Lease; Lease are fair and reasonable in the commercial leasing market. Mortgagor shall, upon demand, reimburse Mortgagee for any costs and expenses (xiincluding reasonable attorneys' fees and disbursements) each Lease is subordinate to incurred by Mortgagee in connection with the Loan Documentspreparation, either pursuant to its terms or pursuant to a subordination review and delivery of such non-disturbance and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderagreements.

Leases. To Borrower’s KnowledgeNo Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, and true and complete copies of all Leases executed and correct and the Property is not subject to any Leases other than the Leases described in delivered on or before the Rent Roll or in the title report Date have been delivered to LenderLender (and any Leases executed and delivered since such date shall be delivered promptly after the Closing Date). Except as set forth on As to all present Leases and (upon execution thereof) all future Leases relating to each Property, the Rent Roll or as otherwise disclosed applicable Borrower will be the sole owner of the lessor’s interest. As to Lender in writing: To Borrower’s Knowledge, all Leases: (i) each Lease is in full force There are no outstanding landlord obligations with respect to tenant allowances or free rent periods or tenant improvement work; all of the obligations and effect; (ii) the tenants duties of landlord under the Leases that are due or are to be performed (as applicable) on or prior to the date hereof have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesbeen fulfilled, and there are no offsetspending claims asserted by any Tenant for offsets or abatements against rent or any other monetary claim; (ii) All of the Leases are free and clear of any right or interest of any real estate broker or any other person (whether or not such brokers or other persons have negotiated the Leases or have contracted with Borrowers for the collection of the rents thereunder), claims and no brokerage or defenses leasing commission or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of any of the enforcement thereof; Leases; (iii) Schedule 4.1(gg) sets forth all rents due security deposits and payable letters of credit held by or on behalf of the lessor under the Leases Leases. All security deposits have been paid held in accordance with law and the terms of the applicable Leases, and no portion thereof security deposits have been applied, or letters of credit drawn upon, following a default by a Tenant still in possession; (iv) A Borrower is the sole owner of the lessor’s interest in all of the Leases and no Borrower has been paid for given or suffered any period other assignment, pledge or encumbrance in respect of any of the Leases or its interests thereunder, and the applicable Borrower or Property Manager has the sole right to collect rents and other amounts due under the Leases; (v) Except as disclosed on Schedule 4.1(gg), no Tenant (i) is more than thirty (30) days in advance; (iv) the arrears on its rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment other amounts due to the rent; (v) no tenant has made any claim against the landlord under its Lease and (ii) no Borrower has accepted Rent under any Lease or Operating Agreement for more than one month in advance, except for security deposits, which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, Closing Date have been deposited with the giving of notice or passage of time, or both, would constitute such a defaultLender in accordance with the provisions hereof relating to security deposits received from and after the date hereof; and (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or purchase, any right of first refusal to purchase the Property or any part thereof. Neither right to terminate the Leases nor lease term (except in the Rents have been assigned event of the destruction of all or pledged except to Lender, and no other Person has any interest therein except substantially all of the tenants thereunderapplicable Property).

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Property. No Leases other than the Property Leases described in and the Rent Roll or in Ground Lease affect the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Property Lease is in full force and effect; (ii) the tenants under the Property Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Property Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Property Leases have been paid current and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable for the month of April, 2006 under each Property Lease is the amount of fixed rent set forth in the Rent Roll, and to the knowledge of Borrower, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Borrow has been asserted under any Property Lease which remains outstanding, there are are, to the knowledge of Borrower, no defaults on the part of the landlord under any Property Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the any tenant under any Property Lease; (vii) all security deposits under the Property Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Property Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower subject to applicable bankruptcy, insolvency and the applicable tenant thereundersimilar laws affecting rights of creditors generally, and general principles of equity; (x) to the knowledge of Borrower, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Property Lease; and (xi) each Property Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Property Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither Except as set forth in the next sentence, neither the Property Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder. The T-Mobile Lease is encumbered by the Bond documents, and the Trustee has an interest in the T-Mobile Lease pursuant to the Bond Documents.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”"RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is Borrowers are the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.;

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiia) Borrower is the sole owner of the entire lessor’s 's interest in each Leasethe Leases; (ixb) each Lease is the validLeases are valid and enforceable; (c) the terms of all alterations, binding modifications and enforceable obligation amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (d) none of the Borrower Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (e) none of the Rents have been collected for more than one (1) month in advance; (f) the premises demised under the Leases have been completed and the applicable tenant thereundertenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (xg) there exist no offsets or defenses to the payment of any portion of the Rents; (h) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (i) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xij) each Lease is subordinate to this Security Instrument and the Loan Documents, tenant under each Lease agrees to attorn to Lender either pursuant to its terms or pursuant to a recorded subordination and attornment agreement. None ; (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to prudent institutional lenders; (l) there are no prior assignments, pledges, hypothecations or other encumbrances of any Leases or any portion of Rents due and payable or to become due and payable thereunder which are presently outstanding and have priority to the assignment of rents executed in connection with this Security Instrument; and (m) the Property is not subject to any Lease other than the Leases contains any option described in the rent rolls delivered pursuant to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderSection 3.11.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 Exhibit "D" (the “"Rent Roll”") is true, complete and correct and the Property is not subject to any Leases other than lists each of the Leases described in effect with respect to the Rent Roll Premises as the same have been amended or modified; there are no leases, licenses or other rights of occupancy affecting any of the Premises except for the Leases. Seller has made available to Buyer complete copies of all of the documents that constitute the Leases. The Leases are in the title report delivered to Lender. Except full force and effect and, except as set forth on the Rent Roll Roll, (A) to the best of Seller's knowledge, no uncured Event of Default (as defined in such Leases), has occurred and is continuing under any such Lease, no tenant has asserted a defense to, offset or claim against its rent or the performance of its obligations under its Lease and no tenant has asserted a default on the part of the landlord which would give it the right to terminate its Lease or set off against rent, (B) other than as otherwise disclosed set forth in a Lease, there are no rights of first refusal on, or options to Lender purchase, any of the Premises, or any right to a participation interest (whether of profits, sale or refinancing proceeds, or calculated based on fair market value) with respect to any such property, in writing: To Borrower’s Knowledgefavor of any tenant, (C) there are no proposed modifications to any Lease that would reduce (i) each Lease is in full force and effect; the space leased to any tenant, (ii) the tenants amount of any tenant's rent or (iii) the term of any lease, (D) other than as set forth in a Lease, no free rent or other rent concession is due any tenant under the Leases have accepted possession of and are for periods after the Closing Date, (E) other than as set forth in occupancy of all of their respective demised premisesa Lease, have commenced no landlord under a Lease is required to provide tenant improvements or refurbishments with respect thereto after the payment of rent under Closing Date (other than any tenant improvements that the Leaseslandlord may be required to construct if an expansion option provided in a Lease is exercised), and there are (F) other than as set forth in a Lease, no offsets, claims or defenses tenant under a Lease has the option to terminate its lease prior to the enforcement stated expiration date; and, except as set forth on the Seller Schedule, Seller has received no written notice or, to the best of Seller's knowledge, any other notice, whether or not in writing, that any tenant as of the date hereof intends to vacate the Premises or attempt to abrogate its lease other than at the expiration of the term thereof; . Except for (i) security deposits, (ii) the first full month's rent, whether or not the term of a Lease has commenced, or (iii) all rents due paid by tenants on an estimated basis, including, but not limited to, pass-throughs for additional or increased operating expenses and payable under the Leases have been paid and real estate taxes, no portion thereof has been paid for any period prepayments of rent more than thirty (30) days in advance; (iv) advance have been made under the rent payable Leases. All decorating, repairs, alterations or other work required to be performed by the landlord under each Lease is of the amount Leases prior to the date hereof, or the cost of fixed any such work performed by the tenant and to be reimbursed by the landlord prior to the date hereof, has been performed or reimbursed, as applicable. No rent or security deposits under the Leases have been assigned or encumbered. There are no agreements or understandings, written or oral, with any of the tenants other than as set forth in the Leases or otherwise set forth on the Rent Roll, . All brokerage commissions and there is no claim or basis for a claim other compensation and fees payable by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part reason of the landlord under any LeaseLeases have been paid in full, and no event has occurred which, with except as set forth in the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are Seller Schedule. Except as set forth on the Rent Roll and Seller Schedule, all tenants under Leases are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner in actual possession of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable their leased premises. Seller has no obligation to pay rent or satisfy any other obligation of the Borrower and the applicable any tenant thereunder; (x) no Person has under any possessory interest inLease for space in any other building, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase any tenant's leasehold estate in any other building, or right of first refusal to purchase contribute to any tenant for unfinished tenant leasehold improvements other than those listed on the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderSeller Schedule.

Leases. To Borrower’s Knowledge, Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) II is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule II, (ib) each Lease is the Leases identified on Schedule II are in full force and effect; , there are no defaults thereunder by either party, and Borrower has not received any notice of termination with respect to any such Leases, (iic) the tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) no Rent (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 each Lease has been performed as required and has been accepted by the applicable 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 any Tenant has already been received by such Tenant, (g) the Tenants under the Leases have accepted possession of and are in occupancy of of, and are open for business and conducting normal business operations at, all of their respective demised premises, have commenced the payment of and are paying full, unabated rent under the Leases, (h) Borrower has delivered to Lender a true, correct and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount complete list of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on made by Tenants at the Rent Roll and Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrower in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; applicable Lease and applicable Legal Requirements, (xii) each Tenant under a Major Lease is subordinate free from bankruptcy or reorganization proceedings, (j) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, any Guarantor or Manager, (k) no Tenant under any Lease is in default under the terms and conditions of such Lease, (l) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the Loan Documentsfuture in connection with the Leases, either pursuant to its terms including by reason of any extension of such Lease or pursuant to a subordination and attornment agreement. None expansion of the Leases contains space leased thereunder, except as has previously been disclosed to Lender in writing, (m) Borrower has not assigned or pledged any option of the Leases, the rents thereunder or any interest therein except to purchase Lender, (n) no Tenant or other Person has any option, right of first refusal or offer or any other similar right to purchase the Property all or any part thereof. Neither portion of, or interest in, the Leases nor Property, (o) no Tenant has the Rents have been right to terminate its Lease prior to the expiration of the stated term thereof except, to the extent contained in the Lease, in the event of the destruction or condemnation of substantially all of the Property, (p) no Tenant has assigned its Lease or pledged except to Lendersublet all or any portion of the premises demised thereby, and no other Person has (q) all existing Leases are subordinate to the Mortgage and the Assignment of Leases and provide that the Tenant thereunder will attorn to Lender and any interest therein except the tenants thereunderpurchaser at a foreclosure sale.

Leases. To Borrower’s Knowledge, With respect to the rent roll attached hereto Leases: (a) the Rent Roll dated as Schedule 3 (of the “Rent Roll”) Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll or in the title report Roll; (b) Borrower has delivered to Lender. Except as set forth on Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Rent Roll or Leases, except as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing and acknowledged by Lender; (ic) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, effect and there are no offsetsdefaults thereunder by either party known to Borrower ; (d) each Lease, claims or defenses by its terms, is subordinate to the enforcement thereoflien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (iiie) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim Mortgage Borrower or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower Lessee is the sole owner of the entire lessor’s interest in each Leasethe Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Mortgage Lender); (ixf) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None all of the Leases are bona fide, arms-length agreements with tenants (except for Lessee under the Operating Lease) unrelated to Borrower; (g) none of the Rents have been collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed rent collected in advance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Mortgage Borrower, Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as set forth on Exhibit L to the Mortgage Loan Agreement, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) to the best of Borrower’s and Mortgage Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and neither Borrower nor Mortgage Borrower has any monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits; (k) all payments due from tenants under the Leases are current; (l) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains any an option to purchase or purchase, right of first refusal to purchase purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Mortgage Borrower or any Affiliate of Mortgage Borrower regarding any Lease. No portion of the Property is licensed to or occupied by any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no Affiliate of Mortgage Borrower other Person has any interest therein except the tenants thereunderthan Lessee.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Trust Property is not subject to any Leases other than the Leases described in the Rent Roll or rent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") and any existing subleases thereunder. No person has any possessory interest in the title report Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest 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. Except Lender and the Leases have not been further modified or amended, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing on or prior to the date hereof; (iiv) each Lease is in full force and effect; (iiv) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Lender in connection with the Loans (collectively, and there is no claim or basis for a claim by the "TENANT ESTOPPELS"), neither Borrower nor, to Borrower's knowledge, any tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material an event of default by the tenant under any Lease; (viivi) all security deposits under Leases are except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll and Roll, there are held consistent with Section 3.8 hereof; (viii) Borrower is no offsets or defenses to the sole owner payment of any portion of the entire lessor’s interest in each LeaseRents; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.and

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the No Property is not subject to any Leases other than the Leases described Lease, dated November 1, 2001 between Fee Borrower, as landlord, and ▇▇▇▇▇▇▇'▇ Restaurant, Inc. D/B/A The Captain's Table, as tenant, at the Solomons, Maryland Property, and the Lease, dated September 13, 2001, between Fee Borrower (successor in interest to ▇▇▇▇▇▇▇▇ Hospitality Limited Partnership), as landlord, and ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, d/b/a Prime Thyme @ Comfort Inn, at the Rent Roll or in the title report delivered to LenderMorgantown, West Virginia Property. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.9; (viii) the applicable Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.;

Leases. To Borrower’s Knowledge, With respect to the rent roll attached hereto Leases: (a) the Rent Roll dated as Schedule 3 (of the “Rent Roll”) Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll or in the title report Roll; (b) Borrower has delivered to Lender. Except as set forth on Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Rent Roll or Leases, except as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing and acknowledged by Lender; (ic) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, effect and there are no offsetsdefaults thereunder by either party known to Borrower; (d) each Lease, claims or defenses by its terms, is subordinate to the enforcement thereoflien of the Security Instrument or the subject of a separate subordination non-disturbance and attornment agreement subordinating the Lease to the lien of the Security Instrument; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiie) Borrower or Lessee is the sole owner of the entire lessor’s interest in each Leasethe Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (ixf) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None all of the Leases are bona fide, arms-length agreements with tenants (except for Lessee under the Operating Lease) unrelated to Borrower; (g) none of the Rents have been collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed rent collected in advance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as set forth on Exhibit L, all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) to the best of Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits; (k) all payments due from tenants under the Leases are current; (l) to Borrower’s knowledge no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains any an option to purchase or purchase, right of first refusal to purchase purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any Affiliate of Borrower regarding any Lease. No portion of the Property is licensed to or occupied by any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no Affiliate of Borrower other Person has any interest therein except the tenants thereunderthan Lessee.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 II (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described on the Rent Roll. ▇▇▇▇▇▇▇▇ has delivered to Administrative Agent the DCAS Lease and the DCAS Lease has not been amended or modified. ▇▇▇▇▇▇▇▇ is the owner and lessor of landlord’s interest in the Rent Roll or Leases. No Person has any possessory interest in the title report Property or right to occupy the same except under and pursuant to the provisions of the Leases described on the Rent Roll, arrearage reports and Tenant estoppels delivered to Lenderand approved by Administrative Agent. Except as set forth on the Rent Roll or as otherwise disclosed Roll, and to Lender in writing: To Borrower’s Knowledge, knowledge: (i) each Lease is the Leases are in full force and effect; effect and there are no defaults thereunder by either party, (ii) Borrower has delivered to Administrative Agent all the tenants copies of the Leases in Borrower’s possession, (iii) no Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (iv) except as disclosed on Schedule III attached hereto and the work contemplated by the DCAS Lease, all work to be performed by Borrower under each 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 or are to be received by the Tenant after the date hereof pursuant to the express terms of the applicable Lease, (vi) except as set forth in the Rent Roll and with respect to the DCAS Lease, the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Administrative Agent a true, correct and there complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are no offsetsheld by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (vviii) no tenant has made any claim against the landlord Tenant under any Lease which remains outstanding(or any sublease) is a Borrower Related Party, (ix) the Tenants under Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its demised premises, (x) other than pursuant to the Leasing Agreement, there are no defaults on brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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, and (xi) to Borrower’s knowledge, no Tenant has or is asserting any claim of offset or other defense, counterclaim or other claim in respect of such ▇▇▇▇▇▇’s obligations or the lessor’s rights under any Lease. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the landlord under any Lease, and no event has occurred which, with leased -76- premises or the giving building of notice or passage of time, or both, would constitute such which the leased premises are a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) part. Borrower is the sole owner of the entire lessor’s entire right, title and interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, The occupancy reports provided to Administrative Agent in connection with the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is Loan Closing are true, complete and correct in all material respects and as of the date of the occupancy reports and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderoccupancy reports. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingoccupancy reports: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Tenants have commenced the payment of rent under the Leases, and to Borrower’s actual knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Rolloccupancy reports, and and, to Borrower’s actual knowledge, there is no claim or basis for a claim by the tenant Tenant thereunder for an adjustment to the rent; (v) no tenant Tenant has made any claim against the landlord under any Lease which remains outstanding, to Borrower’s actual knowledge, there are no defaults on the part of the landlord under any Lease, and and, to Borrower’s actual knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s actual knowledge, there is no present material default by the tenant Tenant under any Lease, and no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default under a Lease and enforcement of the Leases by Borrower or by Administrative Agent pursuant to an exercise of Administrative Agent’s rights under the Security Instrument would be subject to no defenses of any kind; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofoccupancy reports; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant Tenant thereunder; , and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms Leases or pursuant to a subordination and attornment agreementPermitted Encumbrance. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents rents have been assigned or pledged except to LenderAdministrative Agent, and no other Person has any interest therein except the tenants Tenants thereunder.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) 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, extension and renewal provisions, the base rent roll attached hereto as Schedule 3 payable, the security deposit held thereunder and any other material provisions of such Lease and (the “Rent Roll”ii) is true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll 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 title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, (a) Except as disclosed in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to and approved by Lender in writing: To Borrower’s Knowledgewriting prior to the date hereof, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in the Leases; (ii) the Leases are valid and enforceable and in full force and effect; (iii) all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll or certified summary of leases delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (ix) except as previously disclosed to Lender in writing, the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) to the best of Borrower’s knowledge, there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (xi) Borrower has received no written notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixxiii) each Lease is the valid, binding Leases are valid and enforceable obligation of the against Borrower and the applicable tenant thereundertenants set forth therein; (xxiv) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (xv) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xixvi) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (xvii) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination prudent institutional lenders, (xviii) all security deposits relating to the Leases reflected on the certified rent roll delivered to Lender have been collected by Borrower; and attornment agreement. None (xix) no brokerage commissions or finders fees are due and payable regarding any Lease. (b) Notwithstanding anything contained herein to the contrary, Borrower shall not willfully withhold from Lender any information regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of the Leases contains term of, any option Lease during the term of the Loan. Except as otherwise disclosed to purchase or right of first refusal to purchase Lender in writing, Borrower further covenants and agrees that all tenants at the Property or as of the date hereof are in physical occupancy of the premises demised under their Leases, are paying full rent under their Leases, and, with respect to the commercial tenants and except as otherwise disclosed to Lender in writing, have not exercised any part thereofright to “go dark” that they may have under the provisions of their Leases. Neither the Leases nor the Rents have been assigned or pledged except Borrower further agrees to Lender, provide Lender with written notice of a tenant “going dark” under such tenant’s lease within five (5) business days after such tenant “goes dark” and no other Person has any interest therein except the tenants thereunderBorrower’s failure to provide such notice shall constitute an Event of Default under this Security Instrument.

Leases. To Borrower’s KnowledgeBorrowers have delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) of all Leases affecting each of the Individual Properties as of the date hereof, which Rent Roll is attached hereto as Schedule 7 and 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, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in each Rent Roll. Each Lease constitutes the Rent Roll legal, valid and binding obligation of the related Borrower or the Head Lessee, as applicable, and, to the best of each Borrower’s knowledge and belief, is enforceable against the Tenant thereunder. 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 title report delivered to Lender. Except as set forth aggregate, have a material adverse effect on the Rent Roll Head Lessee, any Borrower or the Individual Properties. No Tenant under any Lease has, as otherwise disclosed to Lender in writing: To Borrower’s Knowledgeof the date hereof, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) , and the rent payable rents under each Lease is the amount of fixed rent such Leases have not been waived, released, or otherwise discharged or compromised except as set forth in any Tenant’s estoppel. All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. All work to be performed by a Borrower or the Rent RollHead Lessee, and there is no claim as applicable, under the Leases has been substantially performed, all contributions to be made by a Borrower or basis for a claim by the tenant thereunder for an adjustment Head Lessee, as applicable, to the rent; (v) no tenant has Tenants thereunder have been made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute all other conditions precedent to each such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are Tenant’s obligations thereunder have been satisfied except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner in any Tenant’s estoppel. Each Tenant under a Lease has entered into occupancy of the entire lessordemised premises except as set forth in any Tenant’s interest in estoppel. To the best of Borrower’s knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation right to obtain a lien or encumbrance upon the subject Individual Properties superior to the lien of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrelated Debenture.

Leases. To Borrower’s Knowledge(a) The only Leases in effect as of the Effective Date are with the tenants identified on Exhibit "B"; (b) except as set forth on Exhibit "B", (i) all tenant improvements required under all Leases in existence on the Effective Date and the Additional Leases (as defined below) to be constructed by Seller have been completed, and (ii) all brokerage commissions payable under the Leases in existence on the Effective Date and the Additional Leases have been paid, (c) except as set forth in the Campus Crest Lease, no Tenant under any of the Leases (each, a "Tenant") has any option or right of first offer to purchase the Property; (d) except as set forth in the Leases, no Tenant has any right or option to lease additional space in the Property, extend the term of such Lease, put back to the landlord any space currently subject to such Tenant's Lease or terminate any Lease, (e) no written notice of default has been given or received by Seller with respect to any Lease that in either case remains uncured; (f) except as set forth on Exhibit "B", no Tenant has paid rent for more than one month in advance; (g) Seller has provided or will provide in accordance with Section 5.1 or Section 7.1.3, as applicable, of this Contract true and correct copies of the Leases to Purchaser; (h) except as set forth in Exhibit "B", Seller has not released or discharged in writing any guarantor under any lease guaranty pertaining to the Leases except as set forth in the Leases; (i) attached to this Contract as Exhibit “M” is a rent roll attached hereto as Schedule 3 for the Leases (the “Rent Roll”) is true), complete and correct and the Property is not subject to any Leases other than the Leases described in but Seller only represents that the Rent Roll or consists of the rent roll used by Seller in its management of the title report delivered to Lender. Except as set forth Property supplemented by information on two (2) additional Leases (one with Medflow Holdings, LLC and the other with Blacka ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP) that have been circulated for execution but have not been fully executed on the Effective Date (the "Additional Leases"), and Seller makes no further representations regarding the accuracy of the Rent Roll or Roll; and (j) attached to this Contract as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease Exhibit "N" is in full force and effect; (ii) the tenants under the Leases have accepted possession a list of and are in occupancy of all of their respective demised premises, have commenced the payment of rent security deposits currently held by Seller under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll 7.3.1 The schedule attached hereto as Schedule 3 Exhibit "M" (the “Rent Roll”"Schedule of Leases") is a true, complete and correct and complete statement of all (i) the leases, tenancies and occupancies, including any extensions, modifications, amendments or guarantees thereof in effect at the Property (the "Tenant Leases"), (ii) the tenants at the Property, (iii) the dates of the Tenant Leases (including the commencement and expiration dates thereof), (iv) the annual base rents payable, the base year for escalations, the currently escalated rents and contributions to common area maintenance, operating expenses and insurance under the Tenant Leases, (v) the security deposits held by or deposited with Seller under the Tenant Leases, (vi) any and all options to extend, renew or cancel any Tenant Leases or to expand or decrease the space covered by any Tenant Lease (including any rights of first refusal), and (vii) any and all concessions, allowances, credits, rebates, offsets or other cases for relief or adjustment, including, without limitation, any unpaid reimbursements for tenant improvements and any "free" or "reduced" rent. 7.3.2 There are no security deposits or arrearages in rent or additional rent under any of the Tenant Leases except as set forth on the Schedule of Leases. No rent has been prepaid under any Tenant Lease except as set forth on the Schedule of Leases. 7.3.3 All of the services required to be supplied to each tenant and maintained in connection with the Property are presently being supplied and maintained and will continue to be supplied and maintained up to and as of the Closing Date. 7.3.4 Seller has received no notices of any failure of Seller to supply any services which Seller is not subject required to furnish pursuant to any Leases other than Tenant Lease. 7.3.5 Seller has received no notices of any items of work, repair, maintenance or construction to be completed by Seller pursuant to any Tenant Lease for the Leases described in benefit of any tenant and Seller has no knowledge of any such work to be done. 7.3.6 As of the Rent Roll or in Closing Date, no tenant shall be entitled to any additional work during the title report delivered to Lender. term of its Tenant Lease, except as set forth on the Schedule of Leases. 7.3.7 Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule of Leases, Seller has received no notice from any tenant (i) each Lease to cancel any Tenant Lease, (ii) that such tenant is or may become unable or unwilling to perform any or all of its obligations under its Tenant Lease, whether for financial or other reasons, or that an action or proceeding, voluntary or involuntary, is pending or threatened against such tenant under any section or sections of any bankruptcy or insolvency law, or (iii) that such tenant disputes the base rent or escalation rents or the computation of escalation rents pursuant to its Tenant Lease. 7.3.8 The Tenant Leases are in full force and effect; (ii) the tenants under the Leases have accepted possession effect and Seller has received no notice of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim default by the tenant landlord thereunder for an adjustment to the rent; (v) and has no tenant has made knowledge of any claim against the landlord under any Lease fact or facts which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, would now or with the giving of notice or the passage of timetime or both be a default under the terms thereof, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as otherwise set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner Schedule of Leases. 7.3.9 As of the entire lessor’s interest Closing Date, there will be no brokerage or other leasing commissions payable in each Lease; (ix) each Lease is the valid, binding and enforceable obligation connection with any of the Borrower and tenants or the applicable tenant thereunder; (x) no Person has Tenant Leases or any possessory interest in, new leases or right amendments of existing Tenant Leases. 7.3.10 All of the Tenant Leases are assignable to occupy, Buyer in connection with its purchase of the Property except under without the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documentsnecessity for any approval, either pursuant to its terms consent or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderadditional payment.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 7 (the “Rent Roll”) is true, complete and correct in all material respects and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) except as otherwise disclosed to Lender or shown on the Rent Roll, the tenants under the Leases (other than any Lease for the Marina) have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrowers’ knowledge after due inquiry, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 3.9 hereof; (viiih) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (xj) no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the LeaseLeases; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by the applicable Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) except as otherwise disclosed or shown on the Rent Roll, 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 under any Lease has already been received by such tenant; (n) no tenant under any Lease (or any sublease) is an Affiliate of any Borrower; (o) intentionally omitted; (p) intentionally omitted; (q) no tenant under any Lease 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 (in connection with the commercial space at the Properties) occupy such leased premises (in connection with any commercial space in the Properties); (r) no tenant under any Lease has any right or option for additional space in the Improvements; and (s) each tenant is free from bankruptcy or reorganization proceedings. The copies of the Leases delivered to Lender are true, correct and complete in all material respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the any Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderLender or except to any prior unaffiliated lender in connection with any prior loan that has been repaid in full and the obligations under which have been fully and finally extinguished, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, With respect to the rent roll attached hereto Leases: (a) the Rent Roll certified by Borrower and dated as Schedule 3 (of the “Rent Roll”) Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll or in the title report Roll; (b) Borrower has delivered to Lender. Except as set forth on Lender the Rent Roll or as otherwise disclosed standard form of lease used with respect to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effectthe Property; (iic) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesunless otherwise agreed to by Lender, have commenced the payment of rent under the Leaseseach Lease, and there are no offsetsby its terms, claims or defenses is subordinate to the enforcement thereoflien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiid) Borrower is the sole owner of the entire lessor’s interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (e) all of the Leases are bona fide, arms-length agreements with tenants unrelated to Borrower; (f) none of the Rents have been collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed Rent collected in advance); (g) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower in the full amount reported on the Rent Roll; (h) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (i) no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (ixj) each Borrower has not received notice from any tenant challenging the validity or enforceability of any Lease; (k) all payments due from tenants under the Leases are current; (l) no tenant under any Lease is the validin default thereunder, binding and enforceable obligation or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of the Borrower and the applicable tenant thereunderpayment problems which suggest financial difficulty; (xm) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any an option to purchase or purchase, right of first refusal to purchase the Property purchase, or any part thereof. Neither the Leases nor the Rents other similar provision and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any Affiliate of Borrower regarding any Lease which have not been assigned or pledged except disclosed in writing to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge(a) Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive. (b) Subject to the rights of Mortgage Lender in respect of the Rents and Property Available Cash under the Mortgage Loan Documents, the rent roll attached hereto as Schedule 3 (rights of First Mez Lender in respect of the “Rent Roll”) is trueRents and Property Available Cash under the First Mez Loan Documents, complete the rights of Second Mez Lender in respect of the Rents and correct Property Available Cash under the Second Mez Loan Documents and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to rights of Third Mez Lender in writing: To Borrower’s Knowledge, respect of the Rents and Property Available Cash under the Third Mez Loan Documents at any time that (i) each Lease is payments are not being made to the Central Account or the Collection Account, or (ii) following repayment of the Mortgage Loan, then Lender shall have the immediate right to notify all tenants and other third parties to make payments directly to the Lockbox Account in the manner and consistent with Section 5.01 of the Mortgage. Borrower hereby authorizes and directs the tenants and other third parties to make such payments directly to the Lockbox Account upon notice by Lender. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, First Mez Lender under the First Mez Loan Documents, Second Mez Lender under the Second Mez Loan Documents and the rights of Third Mez Lender in respect of the Rents under the Third Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any undisbursed interest earned thereon) upon Lender's request therefor to be held by Lender subject to the terms of the Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effecteffect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower's, First Mez Borrower's, Second Mez Borrower's, Third Mez Borrower's and Owner's compliance with the foregoing. (c) Borrower (i) shall cause Owner to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be done anything to impair the value of the Leases; (ii) the tenants under the Leases have accepted possession of and are in occupancy shall cause Owner to promptly send copies to Lender of all notices of their respective demised premises, have commenced the payment of rent material default which Owner shall receive under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) shall, consistent with the requirements of the Mortgage, enforce all rents due of the terms, covenants and payable under conditions contained in the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceto be observed or performed; (iv) shall not permit Owner to collect any of the rent payable Rents under each Lease is the amount of fixed rent set forth Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentprevailing market); (v) no tenant has made shall not permit Owner to cancel or terminate any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under Leases or accept a surrender thereof in any Lease, and no event has occurred which, manner inconsistent with the giving of notice or passage of time, or both, would constitute such a defaultcommercially reasonable standards exercised by Approved Managers; (vi) there is no present material default by shall not permit Owner to alter, modify or change the tenant under terms of any Leaseguaranty of any Major Space Lease or cancel or terminate any such guaranty; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all security deposits under reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases are as set forth on in accordance with the Rent Roll and are held consistent with Section 3.8 terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender's consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to obtain the consent of Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower is shall cause Owner to obtain Lender's consent to such proposed Lease, Lease amendment, modification or termination prior to permitting or causing Owner to submit the sole owner of the entire lessor’s interest in each proposed Lease; (ix) each , Lease is the validamendment, binding modification or termination to Mortgage Lender. Borrower shall, and enforceable obligation of the shall cause First Mez Borrower, Second Mez Borrower, Third Mez Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest inOwner to, promptly send copies to Lender of all notices of material default which First Mez Borrower, Second Mez Borrower, Third Mez Borrower or right to occupy, the Property except Owner shall receive under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, the The rent roll certified by Borrower to Administrative Agent on the date hereof and attached hereto as Schedule 3 1 hereto (the “Rent Roll”) is true, complete and correct in all material respects, and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or and except as otherwise disclosed set forth in any tenant estoppel certificate delivered to Lender Administrative Agent in writingconnection with the origination of the Loan: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant has made any claim against the landlord Borrower, as landlord, under any Lease which remains outstanding, there are no defaults on the part of the landlord Borrower, as landlord, under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.6; (viiih) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; and (xj) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreementLeases. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderAdministrative Agent.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is Borrower has delivered to Agent true, complete and correct and complete copies of all Leases, if any, in effect as of the Property is not subject Closing Date. As of the Closing Date, there are no Leases with respect to any Leases the Premises other than the Leases described in the Rent Roll or in the title report Leases, if any, delivered to LenderAgent in connection with the closing of the Loan. Except as set forth on the Rent Roll or as Borrower has otherwise disclosed to Lender notified Agent in writing: To Borrower’s Knowledge, (ia) each Major Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiib) all rents Rents due and payable under the Major Leases have been paid and no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder any Lessee under any Major Lease for an adjustment to the such fixed rent; (vd) no tenant Lessee under a Major Lease has made any claim in writing against the landlord Borrower or Property Manager which remains outstanding that Borrower or Property Manager is in default under its applicable Lease; (e) no material default has occurred by Borrower or, to Borrower’s knowledge, any Lessee under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Major Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant Borrower or, to Borrower’s knowledge, any Lessee under any Major Lease, has occurred; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixf) each Major Lease is the valid, binding and enforceable obligation of the Borrower and and, to Borrower’s knowledge, the applicable tenant Lessee thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xig) each Major Lease is subordinate to the Mortgage and the other Loan Documents, either ; (h) all Security Deposits under the Major Leases are held pursuant to its terms Section 2.18 hereof, and Borrower is in compliance with all Legal Requirements with respect to all Security Deposits; (i) no use restriction contained in any Lease, Permitted Encumbrance or pursuant to a subordination and attornment agreement. None of the Leases Premises Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Premises Document; (j) no Lease contains any option to purchase or right of first refusal to purchase the Property Premises or any part thereof. Neither ; (k) to Borrower’s knowledge, the Lessees under the Major Leases nor are in occupancy of the Rents have been assigned premises leased under their Major Leases; and (l) to Borrower’s knowledge, no Lessee under any Major Lease has (i) consented to the appointment of a conservator, receiver, trustee, custodian or pledged except liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Lenderit or of or relating to all, and no other Person has or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it of, proceedings to take advantage of any interest therein except law relating to bankruptcy, insolvency or reorganization or the tenants thereunderrelief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.

Leases. To A rent roll with respect to all Leases of any portion of the Mortgaged Properties (current as of the date set forth thereon) is accurate and completely set forth in Schedule 6.22 (1) as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower’s Knowledge. The Leases reflected on such rent roll constitute the sole and complete agreements and understandings relating to leasing or licensing of space in the Buildings or otherwise at the Mortgaged Properties. The Borrower has delivered to the Agent a true and complete copy of all Major Leases. There are no occupancies, rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Properties other than pursuant to the Leases reflected on the rent roll attached hereto set forth in Schedule 6. 22 (1) Except as set forth in Schedule 3 6.22(1) the Leases reflected on the Schedule 6.22 (the “Rent Roll”1) is truerent roll are in full force and effect, complete and correct 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 the Property is Mortgagor has not subject given or made, or received, any notice of default, or any material claim, which remains uncured or unsatisfied, with respect to any of the Major Leases other and, to the best of the Borrower's knowledge there is no basis for any such claim or notice of default by any tenant. The Schedule 6.22 (1) rent roll accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done, furnished or paid for by the Leases described landlord, or credited or allowed to a tenant, for, or in connection with, the Buildings pursuant to any Lease has been completed and paid for, or provided for in a manner satisfactory to the Agent, or will be paid for by the Borrower in the Rent Roll ordinary course of the Borrower's business. No leasing, brokerage or like commissions, fees or payments are due from the Borrower in respect of the Leases, or will be paid for by the Borrower in the title report delivered to Lenderordinary course of the Borrower's business. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule 6.22 (1) rent roll, (i) each Lease is in full force and effect; (ii) the all tenants under the all Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced and operating the payment of rent premises covered by such Leases within the permitted uses under the such Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 knowledge (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (ia) each Major Lease is in full force and effect; (iib) the tenants premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the part of Borrower has been completed, and the Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises, ; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, and there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Major Lease; (iiid) all rents Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant Tenant has made any written claim of a material default against the landlord under any Major Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) there is no present material default by the tenant Tenant under any LeaseMajor Lease and such Tenant’s use and occupancy of its leased premises does not violate the Controlled Substances Act; (viig) all security deposits under the Major Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofhave been collected by Borrower or Operating Lessee; (viiih) Borrower or Operating Lessee is the sole owner of the entire lessorlandlord’s interest in each Major Lease; (ixi) each Major Lease is the valid, binding and enforceable obligation of the Borrower and/or Operating Lessee and the applicable tenant thereunderTenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in the Major Leases; (xj) no Person has any possessory interest in, or right to occupy, the any Individual Property or any portion thereof except under the terms of the Leasea Lease or as a hotel guest; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None none of the Leases contains any option or offer to purchase or right of first refusal or right of first offer to purchase the or lease any Individual Property or any part thereof. Neither ; (l) neither the Leases nor the Rents have been assigned assigned, pledged or pledged hypothecated except to Lender, and no other Person has any interest therein except the tenants Tenants thereunder; and (m) no conditions exist or events have occurred which now give any Tenant the right to cease operations at its leased premises (i.e., “go dark”), terminate its Lease or pay reduced Rent pursuant to the provisions of its Lease. Borrower represents that it has heretofore delivered to Lender true, correct and complete copies of all Major Leases and any and all amendments or modifications thereof.

Leases. To Borrower’s Knowledge(a) With respect to non-residential Leases, except as set forth on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingI: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; 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 tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by Mortgage Borrower under each 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 Mortgage 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 premises, Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Lender a true, correct and complete 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 Mortgage 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 or Mortgage Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has informed Mortgage Borrower in writing that it intends to discontinue its business at its premises, (xi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Schedule I, 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 set forth on Schedule I, (xii) no Tenant under any Lease has any right 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, 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 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. 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. (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 offsetsmaterial defaults thereunder by either party beyond any applicable notice or cure period, claims or defenses and, to Borrower’s Knowledge, except for certain rent arrearages as of the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount date of fixed rent this Agreement as set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstandingon Schedule I, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute defaults thereunder, (ii) the copies of the Leases delivered to Lender are true and complete, and, there are no oral agreements with respect thereto, (iii) no Rent (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 Mortgage Borrower to any Tenant has already been received by such Tenant, (v) Schedule I includes a default; true, correct and complete 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 Mortgage Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (vi) there to Borrower’s Knowledge, each Tenant under a Major Lease is no present material default by the tenant under any Lease; free from bankruptcy or reorganization proceedings, and (vii) all security deposits under Leases there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Schedule I, and no such fees or commissions will become due and payable in the Rent Roll future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as set forth on Schedule I. (c) The rent roll attached hereto as Schedule I is true, complete and are held consistent with Section 3.8 hereof; (viii) correct in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I. Mortgage Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Leases. No Person has any possessory interest in, in the Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To A rent roll with respect to all Leases of any portion of the Mortgaged Properties (current as of the date set forth thereon) is accurate and completely set forth in Schedule 6.22 (1) as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower’s Knowledge. The Leases reflected on such rent roll constitute the sole and complete agreements and understandings relating to leasing or licensing of space in the Buildings or otherwise at the Mortgaged Properties. The Borrower has delivered to the Agent a true and complete copy of all Major Leases. There are no occupancies, rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Properties other than pursuant to the Leases reflected on the rent roll attached hereto set forth in Schedule 6.22 (1) Except as set forth in Schedule 3 6.22(1) the Leases reflected on the Schedule 6.22 (1) 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 to the “Rent Roll”) is trueBorrower's knowledge, complete and correct are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and the Property is Mortgagor has not subject given or made, or received, any notice of default, or any material claim, which remains uncured or unsatisfied, with respect to any of the Major Leases other and, to the best of the Borrower's knowledge there is no basis for any such claim or notice of default by any tenant. The Schedule 6.22 (1) rent roll accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done, furnished or paid for by the Leases described landlord, or credited or allowed to a tenant, for, or in connection with, the Buildings pursuant to any Lease has been completed and paid for, or provided for in a manner satisfactory to the Agent, or will be paid for by the Borrower in the Rent Roll ordinary course of the Borrower's business. No leasing, brokerage or like commissions, fees or payments are due from the Borrower in respect of the Leases, or will be paid for by the Borrower in the title report delivered to Lenderordinary course of the Borrower's business. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule 6.22 (1) rent roll, (i) each Lease is in full force and effect; (ii) the all tenants under the all Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced and operating the payment of rent premises covered by such Leases within the permitted uses under the such Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll The list of leases attached hereto as Schedule 3 Exhibit D-1 is true and correct in all material respects (the “Leases”) and except as set forth in such exhibit, the Leases have not otherwise been amended, modified or supplemented. The Leases made available to Purchasers pursuant to Section 3.1 below are true, accurate and complete copies. The information set forth on the Rent Roll attached hereto as Exhibit D-2 (the “Rent Roll”) is true, complete true and correct and the Property is not subject to any Leases in all material respects. To ▇▇▇▇▇▇ I’s knowledge, other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on in Exhibit D-3 (the Rent Roll or “Arrearage Schedule”), Landlord has not notified in writing any tenant that such tenant is in default, which default remains uncured as otherwise disclosed to Lender in writing: of the date hereof. To Borrower▇▇▇▇▇▇ I’s Knowledgeknowledge, (i) each Lease is all of the Leases are in full force and effect; (ii) . Except for the tenants loan referenced in Section 10.2 hereof, the documents evidencing and securing such loan and the ▇▇▇-▇▇▇▇▇ Agreement, none of the Leases nor any of the rents under the Leases have accepted possession will be otherwise assigned, pledged, or encumbered as of and are in occupancy of all of their respective demised premisesthe Closing Date; provided, have commenced the payment of rent under the Leaseshowever no representation is given with respect to any assignments, and there are no offsetspledges, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases encumbrances that may have been paid and no portion thereof has been paid for created or granted by any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; . Except for the Leases, neither Fee Landlord, Overlandlord nor Landlord has granted any use or occupancy rights to any person or entity and, to ▇▇▇▇▇▇ I’s knowledge (viii) Exhibit D-4 sets forth all security deposits subleases, license agreements or other occupancy agreements granted by any tenant under the Leases or by any predecessor-in-interest of Fee Landlord, Overlandlord or Landlord and (ii) there are no assignments of any Leases (whether by express assignment, stock transfer, merger or otherwise) other than those assignments as set forth on the Rent Roll in Exhibits D-1 and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner D-5. To ▇▇▇▇▇▇ I’s knowledge, neither ▇▇▇▇▇▇ I or Fee Landlord, Overlandlord or Landlord has received any notice of default under any Leases which remains uncured as of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderdate hereof.

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except as Schedule 3 set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, except pursuant to the Leases. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) the tenants under Borrower is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses 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 the enforcement thereofLender; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Borrower and, to the Leases have been paid best of Borrower’s knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits 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) all security deposits work required to be performed by Borrower as of the date hereof under Leases are each Lease has been substantially performed as set forth on of the Rent Roll date hereof, all contributions to be made as of the date hereof by Borrower to the Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is has delivered to Lender true, correct and complete copies of all Leases described in the sole owner of the entire lessor’s interest in each LeaseRent Roll; and (ix) to the best of Borrower’s knowledge and belief, each Lease Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the valid, binding benefit of creditors; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has Lease provides any possessory interest in, or party with the right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower(a) Section 5.22(a) of the Seller Disclosure Schedules sets forth Seller’s Knowledgegood faith determination of: (i) each leasehold interest of Seller, any Purchased Company or each of their respective Affiliates in all real property used in connection with the Business, including any such leasehold interest that is used jointly by the Business and any JCI Retained Business (together with all extensions and modifications thereto, the rent roll attached hereto as Schedule 3 “Business Leases”); (ii) which Business Leases govern real property that is “substantially GWS only” and will therefore be included in the Purchased Assets (each, a “Transferred Lease”); and (iii) which Business Leases govern real property that is not “substantially GWS only” and will therefore be included in the Excluded Assets (each, a “Retained Lease”). During the one hundred and twenty (120) days following the date hereof (the “Rent RollLease Determination Period”), Seller shall provide Purchaser with documentation and other information reasonably requested by Purchaser regarding each Business Lease, and Seller and Purchaser shall cooperate in good faith to determine whether any Business Leases designated by Seller as a Transferred Lease should be redesignated as a Retained Lease or any Business Leases designated by Seller as a Retained Lease should be redesignated as a Transferred Lease (and update Section 5.22(a) of the Seller Disclosure Schedules accordingly) based on the principle that all Business Leases governing real property where substantially all of the usable space is true, complete and correct and occupied by Business Employees will be designated Transferred Leases. Purchaser may only not accept a characterization of a Business Lease as a Transferred Lease in good faith for the Property following reasons: (I) there exists on the real property governed by such Business Lease a previously undisclosed issue relating to Environmental Laws; (II) the rent for such Business Lease is not economic and is not consistent with the Business Financial Statements; (III) substantially all of the usable space was not continuously occupied by Business Employees during the twelve (12)-month period prior to Closing; or (IV) any other reason that is similarly adverse to Purchaser and its Affiliates as clauses (I), (II) or (III). Purchaser may not otherwise fail to accept a characterization of a Business Lease as a Transferred Lease, including, for example, by reason of Purchaser owning or leasing a facility nearby that could accommodate the Business Employees occupying such Business Lease or, subject to any clause (II) above, because the Business Lease contains unfavorable or uneconomic terms or conditions. (b) From the date hereof until the Closing Date, Seller and Purchaser shall use reasonable best efforts to negotiate, execute (or cause their applicable Affiliates to execute) and deliver a sublease agreement in a form reasonably acceptable to both parties pursuant to which Seller or its applicable Affiliates shall agree to sublease the portion of the Retained Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on Section 5.22(b) of the Rent Roll Seller Disclosure Schedules (each, a “Shared Facility”) occupied by Business Employees as of the Closing, (each such sublease, a “Sublease Agreement”) upon mutually agreeable terms and conditions with a rental amount equal to the amount charged by Seller or its Affiliates to the Business as otherwise disclosed of the Closing for such Shared Facility and consistent with the Business Financial Statements and with a term to Lender be determined by Purchase prior to Closing of either twelve (12) months, fifteen (15) months, or eighteen (18) months, in writing: To Borrower’s Knowledgeeach case following the Closing Date; provided that (i) any Sublease Agreement governing the Shared Facilities marked with an “*” shall expire at the termination of the applicable Retained Lease, provided that Seller will use good faith efforts to support an extension of such Retained Lease if Purchaser requires it, and (ii) with respect to any Sublease Agreement with respect to any other Shared Facilities, the term of the Sublease Agreement may be longer than eighteen (18) months following the Closing Date if mutually agreed by Seller and Purchaser. If the Sublease Agreement with respect to any Shared Facility is not executed and delivered at or prior to the Closing, each party shall continue to use its reasonable best efforts after the Closing to negotiate, execute (or cause their applicable Affiliates to execute) and deliver such Sublease Agreement as soon as commercially practicable after the Closing, and during any such time after the Closing and before the execution and delivery of such Sublease Agreement, Seller shall provide Purchaser with the benefits and use of the portion of the Shared Facility occupied by Business Employees as of the Closing pursuant to an arrangement reasonably acceptable to both Seller and Purchaser that is consistent with the usage of such portion of the Shared Facility by the Business and the rental costs charged by Seller to the Business as of the Closing. Seller will, at its reasonable expense, use commercially reasonable efforts to separate the portion of each Shared Facility governed or to be governed by a Sublease Agreement from the remainder of such Shared Facility, in each case to the extent practicable and permitted by applicable Law. (c) During the Lease Determination Period, (i) each Purchaser may elect, by delivery of written notice to Seller, with respect to any Retained Lease is in full force that does not govern a Shared Facility, to continue to use any space used by a Business Employee at the applicable real property as of the Closing Date, at a rental amount equal to the amount charged by Seller or its Affiliates to the Business as of the Closing for such property and effect; consistent with the Business Financial Statements and with a term of no more than twelve (12) months following the Closing Date, and (ii) Seller may elect, by delivery of written notice to Purchaser, with respect to any Transferred Lease, to continue to use any space used by an employee of the tenants under JCI Retained Business at the Leases applicable real property as of the Closing Date, at a rental amount equal to the amount charged by the Business to Seller and its Affiliates for such property and consistent with the Business Financial Statements and with a term of no more than twelve (12) months following the Closing Date (all such space described in clauses (i) and (ii), collectively, the “Shared Space”). Purchaser and Seller, as applicable, shall use good-faith efforts to relocate all Business Employees or all employees of the JCI Retained Business, as applicable, from all Shared Space used by such Business Employees or employees, as applicable, as promptly as practicable after the Closing Date. Each of Purchaser or Seller shall be responsible for any out-of-pocket costs and expenses incurred by it in relocating its own individuals from any Shared Space, and neither Purchaser nor Seller shall be obligated to pay any rent or other costs with respect to Shared Space from which it has relocated all Business Employees or employees of the JCI Retained Business, as applicable. If a Retained Lease or Transferred Lease governing Shared Space expires prior to twelve (12) months following the Closing Date, and the Business Employees or employees of the JCI Retained Business occupying such Shared Space have accepted possession of not been relocated prior to such expiration, then Purchaser and are in occupancy of all of Seller will use good-faith efforts to relocate such employees into the new facility or facilities occupied by Seller or Purchaser or their respective demised premisesAffiliates, have commenced as applicable, until the payment end of rent under such twelve-(12)-month period following the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing Date.

Leases. To BorrowerOperating Tenant represents and warrants to Administrative Agent and the Lenders with respect to the Leases for residential occupancy, that (i) with respect to the rent roll or Census Report delivered to Administrative Agent on or before the Closing Date, to Operating Tenant’s Knowledge, the such rent roll attached hereto as Schedule 3 or Census Report for the Project delivered to Administrative Agent is true and correct; (ii) with respect to each rent roll or Census Report for the “Rent Roll”Project delivered to Administrative Agent after the Closing Date, such rent roll or Census Report is true and correct; (iii) is trueto Operating Tenant’s Knowledge, complete such Leases are valid and correct in and full force and effect; and (iv) the interests of the sublandlord and the Property is rents under such Leases have not subject been assigned or pledged, other to any Leases other than Administrative Agent (for the Leases described in benefit of Lenders). Operating Tenant represents and warrants to Administrative Agent and Lenders with respect to the Rent Roll or in the title report delivered Commercial Leases, if any, that, to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To BorrowerOperating Tenant’s Knowledge, (i) each Lease the rent roll with respect to such Commercial Leases, if any, delivered to Administrative Agent is true and correct; (ii) such Commercial Leases are in full force and effect; (iiiii) the tenants under the Commercial Leases have accepted possession of and (including amendments) are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leaseswriting, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceoral agreements with respect thereto; (iv) the rent payable under each Lease is copies of the amount of fixed rent set forth in the Rent Roll, Leases delivered to Administrative Agent are true and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentcomplete; (v) no neither the sublandlord nor, to the knowledge of Operating Tenant, any tenant has made any claim against the landlord is in default under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultCommercial Leases; (vi) there is Operating Tenant has no present material knowledge of any notice of termination or default by the tenant under with respect to any Commercial Lease; (vii) all security deposits under Leases are as set forth on Operating Tenant has not assigned or pledged any of the Rent Roll Commercial Leases, the rents or any interests therein except to Administrative Agent and are held consistent with Section 3.8 hereofthe Lender; (viii) Borrower is the sole owner no Tenant or other party has an option to purchase all or any portion of the entire lessor’s interest in each LeaseProject; (ix) each no Tenant has the right to terminate its Commercial Lease is the valid, binding and enforceable obligation prior to expiration of the Borrower and the applicable tenant thereunderstated term of such Commercial Lease; (x) no Person Tenant has any possessory interest in, or right prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to occupy, the Property except under the terms of the Leasetwo months’ rent); and (xi) each Lease is unless otherwise approved by Administrative Agent, all existing Commercial Leases are subordinate to the Loan Documents, Mortgage either pursuant to its their terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll for each Individual Property attached hereto as Schedule 3 4 (the “Rent Roll”) is true, complete and correct and the no Individual Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed in a tenant estoppel certificate delivered to Lender in writingconnection with the closing of the Loan: To Borrower’s Knowledge, (i) each Lease is in full force and effecteffect and all conditions precedent to each tenant’s obligations under the related Lease have been satisfied; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and to the best of Borrower’s knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.7; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.;

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct as of the date thereof in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any LeaseLease which remains uncured, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and and, to Borrower’s knowledge, the applicable tenant thereunderthereunder except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally, and by general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the LeaseLeases; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or will be pursuant to a subordination and attornment agreementagreement to be entered into by L▇▇▇▇▇ and the applicable tenant; (xii) all work to be performed by Borrower prior to the date hereof under each Lease has been performed as required and except to the extent of ongoing work, has been accepted by the applicable tenant under such Lease; (xiii) 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 under any Lease has already been received by such tenant; (xiv) no tenant under any Lease (or any sublease) is an Affiliate of Borrower; (xv) with respect to any Lease for commercial space at the Property, and after any applicable tenant has first opened for business, all tenants under the Leases are open for business and paying full, unabated rent; (xvi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and other than as payable pursuant to the terms of the Leasing Agreement no such fees or commissions will become due and payable in the future in connection with the existing Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (xvii) no tenant under any Lease 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; (xviii) no tenant under any Lease has any right or option for additional space in the Improvements; and (xix) to Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. None The copies of the Leases contains any option delivered to purchase or right of first refusal to purchase the Property or any part thereofLender are true, correct and complete in all material respects, and there are no oral agreements with respect thereto. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, The entire Property has been leased to American Express pursuant to the rent roll attached hereto as Schedule 3 American Express Lease. (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each The American Express Lease is in full force and effect; (iib) the tenants premises demised under the Leases American Express Lease have been completed and American Express has accepted possession of and are is in occupancy of all of their respective the demised premises, have ; (c) American Express has commenced the payment of rent under the LeasesAmerican Express Lease, and there are no offsets, claims or defenses to the enforcement thereofthereof and Borrower has no monetary obligations to American Express under the American Express Lease; (iiid) all rents Rents due and payable under the Leases American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each the American Express Lease is the amount of fixed rent set forth in the Rent RollAmerican Express Lease, and there is no claim or basis for a claim by the tenant American Express thereunder for an adjustment to the rentRent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiif) Borrower is the sole owner of the entire lessorlandlord’s interest in each the American Express Lease; (ixg) each the American Express Lease is the valid, binding and enforceable obligation of the Borrower and American Express thereunder and there are no agreements with American Express with respect to the applicable tenant thereunderAmerican Express Lease other than as expressly set forth therein; (xh) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of the American Express Lease; (i) except for the right of first refusal set forth in Article 4 and (xi) each the right to offer to purchase the Property under Article 12, the American Express Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains does not contain any option or offer to purchase or right of first refusal to purchase the Property or any part part, thereof. Neither ; and (j) neither the Leases American Express Lease nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundertherein.

Leases. To Borrower’s Knowledge(a) Section 4.24 of the Disclosure Schedule contains a true and complete list of all real property leases, subleases, and licenses to which any Acquired Company is a party or to which any Acquired Company was a party during the past five years, or for which a right to use or occupy has been granted to any Acquired Company (collectively, the rent roll attached hereto as Schedule 3 "Real Estate Leases"). (b) None of the “Rent Roll”) is trueAcquired Companies, complete and correct and or to the Property is not subject knowledge of the Knowledge Parties, any other party to any of the Real Estate Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord default under any such Real Estate Lease which remains outstandingnor is there any event, there are no defaults on the part of the landlord under any Leaseoccurrence, and no event has occurred condition or act which, with the giving of notice notice, the lapse of time or passage the happening of time, any other event or bothcondition, would constitute become a default under such Real Estate Lease. (c) Seller has made available to Purchaser true, correct and complete copies of all Real Estate Leases. Each Real Estate Lease creates a default; good and valid leasehold estate in the leased premises thereby demised and is in full force and effect with respect to the applicable Acquired Company and, to the knowledge of the Knowledge Parties, with respect to each other party thereto. (vid) there is no present material default No waiver, indulgence or postponement of any of the applicable Acquired Company's obligations has been granted by the tenant a lessor/landlord under any Lease; of the Real Estate Leases. (viie) All rents, deposits and additional rents due pursuant to such Real Estate Leases have been paid or will be paid in full through the Closing, and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Estate Leases that has not been redeposited in full. (f) None of the terms and conditions of any of the Real Estate Leases will be affected by, nor will any of the Real Estate Leases be in default as a result of the Closing, and all security deposits under consents of landlords or other parties to the Real Estate Leases are as set forth on required in order to complete the Rent Roll Closing have been obtained, and are held consistent with Section 3.8 hereof; in full force and effect. (viiig) Borrower is All necessary licenses, approvals and permits for the sole owner occupancy and operation of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under leased premises for use as contemplated by the terms of the Lease; Real Estate Lease applicable to such leased premises, and to carry on business as carried on by an Acquired Company at such leased premises, have been obtained and are in good standing. (xih) each Lease is subordinate No Acquired Company has received written notice or has any knowledge of any work orders, deficiency notices or other similar notices of non-compliance issued by any Governmental Authority with respect to any Real Estate Leases or the Loan Documents, either pursuant to its terms leased premises that are the subject thereof that are outstanding or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase requiring work or right of first refusal to purchase the Property repairs in connection with such leased premises or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 knowledge (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (ia) each Major Lease is in full force and effect; (iib) the tenants premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the part of Borrower or Operating Lessee has been completed, and the Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises, ; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, and there are no offsets, claims or defenses to the enforcement thereof, and neither Borrower nor Operating Lessee has any monetary obligations to any Tenant under any Major Lease; (iiid) all rents Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant Tenant has made any written claim of a material default against the landlord under any Major Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) there is no present material default by the tenant Tenant under any Major Lease; (viig) all security deposits under the Major Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofhave been collected by Borrower or Operating Lessee; (viiih) Borrower or Operating Lessee is the sole owner of the entire lessorlandlord’s interest in each Major Lease; (ixi) each Major Lease is the valid, binding and enforceable obligation of the Borrower and/or Operating Lessee and the applicable tenant thereunderTenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in the Major Leases; (xj) no Person has any possessory interest in, or right to occupy, the any Individual Property or any portion thereof except under the terms of the Leasea Lease or as a hotel guest; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None none of the Leases contains any option or offer to purchase or right of first refusal or right of first offer to purchase the or lease any Individual Property or any part thereof. Neither ; and (l) neither the Leases nor the Rents have been assigned assigned, pledged or pledged hypothecated except to Lender. Borrower represents that it has heretofore delivered to Lender true, correct and no other Person has complete copies of all Major Leases and any interest therein except the tenants thereunderand all amendments or modifications thereof.

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except as Schedule 3 set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, except pursuant to the Leases. Mortgagor hereby represents that: (i) Mortgagor has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) Mortgagor is the tenants under owner and holder of the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses 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 hereof given by Mortgagor to Mortgagee other than pursuant to the enforcement thereofFirst Mortgage; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Mortgagor and, to the Leases have been paid best of Mortgagor’s knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Mortgagor or the Property; and (v) to Mortgagor’s knowledge, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits 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) all security deposits work to be performed by Mortgagor under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Mortgagor to the Rent Roll Tenant thereunder, if any, have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is no Lease provides any party with the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the A rent roll attached hereto as Schedule 3 (of a date not more than 30 days prior to the “Rent Roll”) Revolving Credit Reinstatement Date with respect to all Leases of any portion of the Mortgaged Property that is trueaccurate in all material respects has been delivered to Agent as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower. The Leases reflected on such rent roll constitute the sole and complete material agreements and understandings relating to leasing or licensing of space in the Buildings or otherwise at the Mortgaged Property. The Borrower has delivered to the Agent a true and complete copy of all Leases. There are no occupancies, complete and correct and rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Property is not subject to any Leases other than pursuant to the Leases described in the Rent Roll or in the title report delivered to Lenderreflected on such rent roll. Except as set forth on such rent roll the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected thereon are in full force and effect; (ii) , in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the tenants under Borrower nor the Mortgagor has given or made, or received, any notice of default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases and, to the best of the knowledge of the Borrower and of the Mortgagor there is no basis for any such claim or notice of default by any tenant. Such rent roll accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one month’s rent in advance. All tenant improvements or work to be done, furnished or paid for by the landlord, or credited or allowed to a tenant, for, or in connection with, the Buildings pursuant to any Lease have accepted possession been completed and paid for, or provided for in a manner reasonably satisfactory to the Agent, or will be paid for by the Borrower or the Mortgagor in the ordinary course of and its business. No leasing, brokerage or like commissions, fees or payments are due from the Borrower or the Mortgagor in occupancy respect of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been except those that will be paid for any period more than thirty (30) days in advance; (iv) by the rent payable under each Lease is Borrower or the amount of fixed rent set forth Mortgagor in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part ordinary course of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are its business. Except as set forth on such rent roll, all tenants under all Leases are in occupancy and operating the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is premises covered by such Leases within the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except permitted uses under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersuch Leases.

Leases. To Borrower’s Knowledge(a) With respect to non-residential Leases, except as set forth on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingI: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; 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 tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (including 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 each 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 premises, Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Lender a true, correct and complete 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, (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 commissions due and payable in connection with the leasing of space at the Property, except as set forth on Schedule I, 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 set forth on Schedule I, (xii) no Tenant under any Lease has any right 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, 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 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. 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. (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 offsetsmaterial defaults thereunder by either party beyond any applicable notice or cure period, claims or defenses and, to Borrower’s Knowledge, except for certain rent arrearages as of the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount date of fixed rent this Agreement as set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstandingon Schedule I, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute defaults thereunder, (ii) the copies of the Leases delivered to Lender are true and complete, and, there are no oral agreements with respect thereto, (iii) no Rent (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) Schedule I includes a default; true, correct and complete 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, (vi) there to Borrower’s Knowledge, each Tenant under a Major Lease is no present material default by the tenant under any Lease; free from bankruptcy or reorganization proceedings, and (vii) all security deposits under Leases there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as set forth on Schedule I, and no such fees or commissions will become due and payable in the Rent Roll future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as set forth on Schedule I. (c) The rent roll attached hereto as Schedule I is true, complete and are held consistent with Section 3.8 hereof; (viii) correct in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I. Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Leases. No Person has any possessory interest in, in the Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, Except as disclosed in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to and approved by Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiia) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect; (c) all of the Leases are arm’s-length agreements with bona fide, independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (i) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (j) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (k) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixm) each Lease is the valid, binding Leases are valid and enforceable obligation of the against Borrower and the applicable tenant thereundertenants set forth in it; (xn) no Lease contains an option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; (o) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xip) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders; (r) all security deposits relating to the Leases contains any option reflected on the certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (s) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. To Borrower’s Knowledge(a) Section 4.27 of the Disclosure Schedule identifies any Leased Real Property that is used in connection with the business of CSI, any Acquired Entity and any Fund Entity (collectively, the rent roll attached hereto as Schedule 3 (the “Rent RollCMBS Leased Real Property”) is and contains a true, complete and correct accurate list of each of the leases, including all amendments thereto, with respect to the CMBS Leased Real Property (each a “CMBS Lease” and collectively, the “CMBS Leases”). The Other Sellers have made available to Purchaser true, complete and accurate copies of the CMBS Leases, including all schedules, amendments and modifications thereto. None of the Acquired Entities, the Fund Entities or their respective Subsidiaries owns any real property. Other than the CMBS Leases, to the Knowledge of the Other Sellers, the CMBS Leased Real Property is not subject to any Leases other than the Leases described in the Rent Roll leases or in the title report delivered occupancy agreements, rights of first refusal, options to Lender. Except as set forth on the Rent Roll purchase or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, other rights of occupancy. (ib) each Each CMBS Lease remains unmodified and is in full force and effect; (ii) effect except as contemplated by the tenants under Contemplated Transactions, and each of the Leases have accepted possession of Acquired Entities, the Fund Entities and are in occupancy of all of their respective demised premisesSubsidiaries holds a legal, have commenced valid and existing leasehold interest under each of the payment of rent under CMBS Leases to which it is a party for the Leases, and there term(s) set forth therein. There are no offsetsother written or oral agreements amending or in connection with the CMBS Leases. None of the Acquired Entities, claims the Fund Entities or defenses their respective Subsidiaries is in material default or material breach of any CMBS Lease nor, to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part Knowledge of the landlord under Other Sellers, is any Leaseother party thereto. To the Knowledge of the Other Sellers, and no event has occurred and no circumstance exists which, if not remedied, and whether with the giving of or without notice or the passage of time, time or both, would constitute result in such a material default; . (vic) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase Acquired Entities, the Property Fund Entities or any part thereof. Neither of their respective Subsidiaries has received written notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes or other claims affecting, in any material respect, the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderCMBS Leased Real Property.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 7 (the “"Rent Roll”") is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant has made any claim against the landlord under any Lease which remains outstanding, and to Borrowers' knowledge there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrowers' actual knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 3.9 hereof; (viiih) the applicable Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (xj) no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the LeaseLeases; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by the applicable Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) 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 under any Lease has already been received by such tenant; (n) no tenant under any Lease (or any sublease) is an Affiliate of any Borrower; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, 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; (q) no tenant under any Lease 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; (r) no tenant under any Lease has any right or option for additional space in the Improvements; and (s) each tenant is free from bankruptcy or reorganization proceedings. The copies of the Leases delivered to Lender are true, complete and accurate in all respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the any Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderLender or except to any prior unaffiliated lender in connection with any prior loan that has been repaid in full and the obligations under which have been fully and finally extinguished, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) is 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, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll 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 title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s KnowledgeA true, correct and complete copy (in all material respects) of the most recent rent roll for the Leases in effect for the Premises as of the Closing Date is attached hereto as Schedule 3 to Loan Parties’ Certificate (such rent roll and any rent roll for the Premises subsequently delivered to Agent, a “Rent Roll”) is true). As of the Closing Date, complete and correct and there are no Leases with respect to the Property is not subject to any Leases Premises other than the Leases described in that are set forth on the Rent Roll or in which is attached to the title report delivered to LenderLoan Parties’ Certificate. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingany estoppels: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiib) all rents Rents due and payable under the Leases have been paid and no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivc) the fixed rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and and, to Loan Parties’ actual knowledge, there is no claim or basis for a claim by the tenant Lessee thereunder for an adjustment to the such fixed rent; (vd) no tenant Lessee has made any material written claim against the landlord Loan Parties or Property Manager that remains outstanding that either Loan Party is in default under its applicable Lease; (e) no material default has occurred by Loan Parties or, to Loan Parties’ actual knowledge, any Lease which remains outstanding, there are no defaults on the part of the landlord Lessee under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultmaterial default under any Lease by Loan Parties or, to Loan Parties’ actual knowledge, any Lessee, has occurred; (vif) there each Lease is no present material default by the tenant under any Leasevalid, binding and enforceable obligation of Loan Parties, as applicable and, to Loan Parties’ actual knowledge, the applicable Lessee thereunder; (viig) all security deposits Security Deposits under the Leases are as set forth on the Rent Roll and are held consistent pursuant to Section 3.3 and Loan Parties and Property Manager, if any, are in compliance with Section 3.8 hereofall Legal Requirements in all material respects with respect to all Security Deposits; (viiih) Borrower no use restriction contained in any Lease, Permitted Encumbrance or Premises Document is the sole owner of the entire lessor’s interest violated by any use permitted under any other Lease, any Permitted Encumbrances or any Premises Document where such violation is reasonably likely to result in each Leasea Material Adverse Effect; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xi) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property Premises or any part thereof. Neither the Leases nor the Rents have ; (j) to Loan Parties’ actual knowledge, no Lease has been assigned or pledged except sublet by any tenant to Lenderany Person; and (k) to Loan Parties’ knowledge, no Lessee has (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and no other Person has liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it, of proceedings to take advantage of any interest therein except law relating to bankruptcy, insolvency or reorganization or the tenants thereunderrelief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations. Nothing in this Section 5.34 shall apply or extend to the Ground Lease or Operating Lease.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Trust Property is not subject to any Leases other than the Leases described in the Rent Roll or rent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") and any existing subleases thereunder. No person has any possessory interest in the title report Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest 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. Except Lender and the Leases have not been further modified or amended, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing on or prior to the date hereof; (iiv) each Lease is in full force and effect; (iiv) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Lender in connection with the Loans (collectively, and there is no claim or basis for a claim by the 'TENANT ESTOPPELS"), neither Borrower nor, to Borrower's knowledge, any tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material an event of default by the tenant under any Lease; (viivi) all security deposits under Leases are except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll and Roll, there are held consistent with Section 3.8 hereof; (viii) Borrower is no offsets or defenses to the sole owner payment of any portion of the entire lessor’s interest in each LeaseRents; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.and

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiia) Borrower is the sole owner of the entire ------ lessor’s 's interest in each Leasethe Leases; (ixb) each Lease is to the validbest knowledge of Borrower, binding the Leases are valid and enforceable obligation enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated by Borrower other than to Lender; (e) none of the Rents have been collected for more than one (1) month in advance; (f) the premises demised under the Leases have been completed and the applicable tenant thereundertenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (xg) to the best knowledge of Borrower, there exist no offsets or defenses to the payment of any portion of the Rents; (h) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (i) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xij) each Lease is subordinate to this Security Instrument and the Loan Documents, tenant under each Lease agrees to attorn to Lender either pursuant to its terms or pursuant to a recorded subordination and attornment agreement. None ; (k) there are no prior assignments, pledges, hypothecations or other encumbrances by Borrower of any Leases or any portion of Rents due and payable or to become due and payable thereunder which are presently outstanding and have priority to the assignment of rents executed in connection with this Security Instrument; and (l) the Property is not subject to any Lease other than the Leases contains any option described in the rent rolls delivered pursuant to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLoan Agreement.

Leases. To Borrower’s Knowledge, The entire Property has been leased to American Express pursuant to the rent roll attached hereto as Schedule 3 American Express Lease. (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each The American Express Lease is in full force and effect; (iib) the tenants premises demised under the Leases American Express Lease have been completed and American Express has accepted possession of and are is in occupancy of all of their respective the demised premises, have ; (c) American Express has commenced the payment of rent under the LeasesAmerican Express Lease, and there are no offsets, claims or defenses to the enforcement thereofthereof and Borrower has no monetary obligations to American Express under the American Express Lease; (iiid) all rents Rents due and payable under the Leases American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each the American Express Lease is the amount of fixed rent set forth in the Rent RollAmerican Express Lease, and there is no claim or basis for a claim by the tenant American Express thereunder for an adjustment to the rentRent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiif) Borrower is the sole owner of the entire lessorlandlord’s interest in each the American Express Lease; (ixg) each the American Express Lease is the valid, binding and enforceable obligation of the Borrower and American Express thereunder and there are no agreements with American Express with respect to the applicable tenant thereunderAmerican Express Lease other than as expressly set forth therein; (xh) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of the American Express Lease; (i) except for the right of first refusal set forth in Article 4 and (xi) each the right to offer to purchase the Property under Article 12, the American Express Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains does not contain any option or offer to purchase or right of first refusal to purchase the Property or any part thereof. Neither ; and (j) neither the Leases American Express Lease nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundertherein.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) is 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, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll 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 title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is in a separate segregated account or as otherwise required by applicable law. Except as has been otherwise disclosed to Lender in writing, all work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made, all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied, and each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed tenant estoppel certificates delivered to Lender in writingprior to the date hereof: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.7 of the Mortgage Loan Agreement; (viii) Mortgage Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Mortgage Borrower and the applicable tenant thereunder; and (x) to Borrower’s best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Mortgage Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge(1) ▇▇▇▇▇▇▇▇▇ has delivered to Mortgagee a true, the rent roll attached hereto as Schedule 3 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, extension and renewal provisions, the base rent payable, the security deposit held thereunder, and any other material provisions of such Lease. (2) Each Lease constitutes the legal, valid and binding obligation of ▇▇▇▇▇▇▇▇▇ and, to the best of ▇▇▇▇▇▇▇▇▇’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 Mortgagor or the Property. (3) No Tenant under any Lease has, as of the date hereof, paid rent more than thirty (30) days in advance, and the rents under such Leases have not been waived, released, or otherwise discharged or compromised. (4) All work to be performed by ▇▇▇▇▇▇▇▇▇ under the Leases has been substantially performed, all contributions to be made by ▇▇▇▇▇▇▇▇▇ to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. (5) Each Tenant under a Lease has entered into occupancy of the demised premises. (6) ▇▇▇▇▇▇▇▇▇ has delivered to Mortgagee true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll Roll. (7) To the best of ▇▇▇▇▇▇▇▇▇’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. (8) No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Mortgage. (9) No person or entity has any possessory interest in the title report delivered Property or right to Lender. Except as set forth on occupy the Rent Roll or as otherwise disclosed same except under and pursuant to Lender in writing: To Borrower’s Knowledgethe provisions of the Leases. (10) As of the date hereof, (i) ▇▇▇▇▇▇▇▇▇ is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of any Lease or any portion of the Rents and Profits, which assignments are presently outstanding; (iii) the Leases are on the standard form of lease approved by Mortgagee and have not been modified or amended, except as disclosed to Mortgagee in writing; (iv) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no neither Mortgagor nor to Mortgagor’s knowledge, any tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under terms, covenants or provisions of any Lease, and Mortgagor knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a defaultan event of default under any Lease; (vi) there is are no present material default by offsets or defenses to the tenant under payment of any Lease; portion of the Rents and Profits and (vii) all security deposits Rents and Profits due and payable under Leases are as set forth on the Rent Roll each Lease have been paid in full and are held consistent with Section 3.8 hereof; no said Rents and Profits have been paid more than one (viii1) Borrower is the sole owner month in advance of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part due date thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge(a) For each Lease, Section 3.9 of the rent roll attached hereto as Disclosure Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingsets forth: To Borrower’s Knowledge, (i) each the name of the applicable Lessor; (ii) the Lessor's FCC call sign or file number for the Underlying FCC License covering the Lease; (iii) the Channels and market in which the Lease is used or useful; (iv) the expiration date of the Underlying FCC License; and (v) the monthly, quarterly, or annual rent, as applicable, payable under such Lease. True and complete copies of the Leases, together with all amendments, waivers and notices related thereto (whether written or oral), have been provided to Purchaser by the Company. The Leases are in full force and effect; (ii) the tenants under the Leases have accepted possession of , are free from any claims, liabilities or Liens and are unimpaired by any acts or omissions of the Company, its agents, assignees and licensees and the Company has valid leasehold interests in occupancy of all of their respective demised premises, have commenced the payment of rent under Leases. Since entering into the Leases, the Company has complied in all material respects with all of the terms and conditions of the Leases and, to Sellers' Knowledge, there are is no offsetsreason why the Company should not be entitled to exercise all of the rights to which the Company is entitled under the terms of each Lease, claims including, but not limited to, the rights to use the EBS or defenses BRS spectrum granted to the enforcement thereof; (iii) all rents due lessor under the Underlying FCC License. The Company's operations and payable under activities pursuant to the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days at all times conducted in advance; (iv) all material respects in compliance with the rent payable under each Lease is the amount Communications Act of fixed rent set forth in the Rent Roll1934, as amended, and there is no claim the FCC Rules. (b) The Company has paid all taxes and other charges assessed against the Assets, including but not limited to, against any EBS transmission facilities. The Company has also paid all other taxes, assessments and fees due from the Company or basis for any Lessor as a claim result of the use of capacity on the Channels by the tenant thereunder for an adjustment Company and the provision of services by the Company or any of the Company's sublessees over the Channels, including but not limited to any regulatory fees and required contributions of any Lessor to the rent; (v) no tenant has made any claim against Universal Service Fund under the landlord under any Lease which remains outstandingTelecommunications Act of 1996 and the FCC Rules, there are no defaults on the part of the landlord under any Leaseexcept for taxes, and no event has occurred whichassessments or fees, if any, with the giving respect to services provided by Lessors to Lessors themselves and to any educational institution or not-for-profit organization or site with which Lessors are working in furtherance of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default educational goals approved by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLessors.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is not the landlord (whether by entering into the leases or acquiring the Property subject to any Leases the leases) other than the Leases described in the Rent Roll or in the title report delivered to LenderLeases. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeAs used herein, “Leases” means, collectively, (i) each the leases listed in Exhibit “O” (the “Lease is Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect; , (ii) the tenants neither Seller nor any tenant is in monetary default or material non-monetary default under the Leases have accepted possession any of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as set forth on the Rent Roll Exhibit “Q”, and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xiii) no Person tenant under any Lease has any possessory interest infiled for bankruptcy. Additionally, or right Seller hereby represents and warrants to occupy, the Property except under the terms of the Lease; and (xi) each Lease Buyer that attached to this Agreement as Exhibit “O-1” is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None rent roll of the Leases contains which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any option options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or right rights of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrefusal.

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) to the best of Borrower’s knowledge, each Lease is in full force and effect; , (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; , (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; , (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; , (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, to the best of Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; , (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; , (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; Roll, (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; , (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and and, to the best of Borrower’s knowledge, the applicable tenant thereunder; , (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; , and (xi) to the best of Borrower’s knowledge, each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.. ​ LOAN AGREEMENT, PAGE 17 ​

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is Borrower has delivered to Agent true, complete and correct and complete copies of all Major Leases and, as of the Property is not subject Closing Date, all Leases in effect as of the Closing Date. As of the Closing Date, there are no Leases with respect to any Leases the Premises other than the Leases described in the Rent Roll or in the title report delivered to LenderAgent in connection with the closing of the Loan. Except as set forth on the Rent Roll or as Borrower has otherwise disclosed to Lender notified Agent in writing: To Borrower’s Knowledge, (ia) each Major Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiib) all rents Rents due and payable under the Major Leases have been paid and no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder any Lessee under any Major Lease for an adjustment to the such fixed rent; (vd) no tenant Lessee under a Major Lease has made any claim in writing against the landlord Property Owner or Property Manager which remains outstanding that Property Owner or Property Manager is in default under its applicable Lease; (e) no material default has occurred by Property Owner or, to Borrower’s knowledge, any Lessee under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Major Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant Property Owner or, to Borrower’s knowledge, any Lessee under any Major Lease, has occurred; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixf) each Major Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunderProperty Owner; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xig) each Lease is subordinate to the Mortgage and the other Loan Documents, either ; (h) all Security Deposits under the Major Leases are held pursuant to its terms Section 2.18 hereof, and Property Owner is in compliance with all Legal Requirements with respect to all Security Deposits; (i) no use restriction contained in any Lease, Permitted Encumbrance or pursuant to a subordination and attornment agreement. None of the Leases Premises Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Premises Document; (j) no Lease contains any option to purchase or right of first refusal to purchase the Property Premises or any part thereof. Neither ; (k) to Borrower’s knowledge, the Lessees under the Major Leases nor are in occupancy of the Rents have been assigned premises leased under their Major Leases; and (1) to Borrower’s knowledge, no Lessee under any Major Lease has (i) consented to the appointment of a conservator, receiver, trustee, custodian or pledged except liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Lenderit or of or relating to all, and no other Person has or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it of, proceedings to take advantage of any interest therein except law relating to bankruptcy, insolvency or reorganization or the tenants thereunderrelief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.

Leases. To Borrower’s Borrowers represent and warrant to Administrative Agent and the Lenders with respect to the Residential Leases, (i) to Borrowers’ Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) or Census Report for each Project delivered to Administrative Agent is true, complete true and correct and the Property is not subject in all material respects; (ii) to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, such Residential Leases are valid and in and full force and effect in all material respects; and (iii) the interests of the landlord and the rents under the Residential Leases have not been assigned or pledged except to Administrative Agent and the Lenders. Borrowers represent and warrant to Administrative Agent and the Lenders with respect to the Commercial Leases, if any, (i) each Lease to Borrowers’ knowledge, the rent roll with respect to such Commercial Leases delivered to Administrative Agent is true and correct in all material respects; (ii) to Borrowers’ Knowledge, such Commercial Leases are in full force and effect; (iiiii) the tenants under the Commercial Leases have accepted possession of and (including amendments) are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leaseswriting, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceoral agreements with respect thereto; (iv) the rent payable under each Lease is copies of the amount of fixed rent set forth Commercial Leases delivered to Administrative Agent are true and complete in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentall material respects; (v) no tenant has made any claim against neither the landlord nor any tenant is in monetary default or material non-monetary default under any Lease which remains outstanding, there are no defaults on the part of the landlord under Commercial Leases beyond any Leaseapplicable notice, grace and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultcure periods; (vi) there is Borrowers have no present material knowledge of any notice of termination or default by the tenant under with respect to any Commercial Lease; (vii) all security deposits under Leases are as set forth on Borrowers have not assigned or pledged any of the Rent Roll Commercial Leases, the rents or any interests therein except to Administrative Agent and are held consistent with Section 3.8 hereofthe Lenders; (viii) Borrower is the sole owner no Tenant under a Commercial Lease or other party has an option to purchase all or any portion of the entire lessor’s interest in each Leaseany Project; (ix) each except as set forth in the Commercial Leases delivered to Administrative Agent, no Tenant has the right to terminate its Commercial Lease is the valid, binding and enforceable obligation prior to expiration of the Borrower stated term of such Commercial Lease (unless due to casualty or condemnation of the Projects); and the applicable tenant thereunder; (x) no Person Tenant under a Commercial Lease has any possessory interest in, or right prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthree months’ rent).

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule SCHEDULE 3 (the “Rent Roll”"RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower's best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section SECTION 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.;

Leases. To Borrower’s Knowledge, The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) 4.1.26-A and made a part hereof, which rent roll is true, complete and correct and accurate in all material respects as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderClosing Date. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease B▇▇▇▇▇▇▇ is the amount owner and lessor of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessorlandlord’s interest in each Lease; (ix) each Lease is the validLeases. To B▇▇▇▇▇▇▇’s knowledge, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, in any Individual Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the LeaseLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, (1) the current Leases are in full force and effect and Borrower has neither given nor received and written notice of default thereunder that has not been resolved; (2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (2▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇); (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”); (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding; (5) except as disclosed thereon, no Tenant listed on Schedule 4.1.26-A 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 except as has been disclosed in the estoppels delivered to Lender in connection with the closing of the Loan; and (xi7) each no Tenant under any Lease is subordinate to the Loan Documents, either has a right or option pursuant to its terms such Lease or pursuant otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a subordination and attornment agreementpart, other than as set forth on Schedule 4.1.26-C attached hereto. None of the Leases contains any option Tenants holding leasehold interests with respect to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderis Affiliated with Borrower.

Leases. To Borrower’s Knowledge4.23.1 Borrower has not entered into any Lease which continues in existence, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to bound by any Leases such Lease, other than the Approved Leases. 4.23.2 Rent has not been collected under any of the Leases described more than one (1) month in advance of the due date; except as disclosed on the Rent Roll annexed hereto as Exhibit D, the term has commenced and the tenant has commenced the full payment of rent under such Leases without the tenants thereunder being entitled to any abatement thereof; except as disclosed on the Rent Roll annexed hereto as Exhibit D, the landlord is not required to perform any tenant work or pay any work allowances under such Leases; all security and other escrow deposits made under such Leases are being and have been held in accordance with all Legal Requirements and the title report terms of such Leases; except as disclosed on the Rent Roll annexed hereto as Exhibit D, no tenant has any right of expansion, extension, cancellation or any other option pursuant to such Leases; and no tenant has any right of set off or reduction against rent. 4.23.3 To the best of the borrower's knowledge, Borrower has delivered true, correct and complete copies of all of the Leases (including all amendments and supplements thereto) to Lender. Except . 4.23.4 To Borrower's knowledge, each of the Leases is in full force and effect and, there are no monetary or other material defaults by Borrower thereunder, and to the best of the borrower's knowledge, except as set forth on the Rent Roll annexed hereto as Exhibit D, there are no monetary or other material defaults by any tenant thereunder Neither Borrower, nor Manager or any other Person acting on Borrower's behalf has given or received any notice of default under any of the Leases that remains uncured or in dispute and Borrower is not intending to deliver such a notice of default within the thirty (30) days following the date hereof. 4.23.5 Borrower has delivered to Lender true and correct copies of all guaranties of Leases and all such guaranties are in full force and effect and constitute the legal, valid and binding obligations of the parties thereto, enforceable against such parties in accordance with their respective terms. 4.23.6 Attached hereto as Exhibit D is a Rent Roll for each Individual Property with is true, correct and complete in all material respects. 4.23.7 Set forth on Exhibit D is a true, correct and complete list of all security deposits made by tenants at each Individual Property which have not been applied (including accrued interest thereon), all of which are held by Individual Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. 4.23.8 To the best of the Borrower's knowledge, each tenant under a Major Lease is free from bankruptcy or reorganization proceedings. 4.23.9 No tenant under any Lease (or any sublease) is an Affiliate of Borrower, except as may be disclosed otherwise on Exhibit D annexed hereto. 4.23.10 To the best of the Borrower's knowledge, there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Individual Property, except as has been previously disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is and no such fees or commissions will become due and payable in full force and effect; (ii) the tenants under the Leases have accepted possession of and are future in occupancy of all of their respective demised premises, have commenced the payment of rent under connection with the Leases, and there are no offsets, claims including by reason of any extension of such Lease or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part expansion of the landlord under any Leasespace leased thereunder, and no event except as has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest previously been disclosed to Lender in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderwriting.