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 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 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 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 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(a) Section 3.11(a) of the Company Disclosure Schedule contains an accurate and complete list of each lease pursuant to which the Company or any of its Subsidiaries leases any real or personal property (excluding leases relating solely to personal property calling for rental or similar periodic payments not exceeding $50,000 per annum) (each a "Company Lease"). A true and complete copy of each Company Lease has heretofore been made available to Parent. (b) Each Company Lease is valid, binding and enforceable against the rent roll attached hereto as Schedule 3 (Company and each of its Subsidiaries that is a party thereto in accordance with its terms and, to the “Rent Roll”) is trueknowledge of the Company, 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; . The leasehold estate created by each Company Lease of real property (iia "Company Leased Premise") the tenants under the Leases have accepted possession of is free and are in occupancy clear of all encumbrances other than Company Permitted Liens. There are no existing defaults by the Company or any of their respective demised premises, have commenced its Subsidiaries under any of the payment of rent under the LeasesCompany Leases in any material respect, 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 knowledge of the landlord under any Lease, and Company no event has occurred whichthat (whether with or without notice, with lapse of time or the giving happening or occurrence of notice any other event) would constitute a default under any Company Lease. The Company has received no notice, and has no other reason to believe, that any lessor under any Company Lease will not consent (where such consent is necessary) to the consummation of the Merger without requiring any material modification of the rights or passage obligations of timethe lessee thereunder. (c) With respect to leases or licenses of tower space to which the Company or any of its Subsidiaries is a party ("Company Tower Leases"), (A) to the knowledge of the Company there are no applications, ordinances, petitions, resolutions or other matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Company Leased Premises by the Company or any of its Subsidiaries, (B) either the Company or one of its Subsidiaries has good and valid easement rights providing reasonable access and utilities to and from the Company Leased Premises under the Company Tower Leases, (C) neither the Company nor any of its Subsidiaries has voluntarily granted any, or bothis a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would constitute materially and adversely affect the use of any of the Company Leased Premises under the Company Tower Leases for the same purposes and uses as such a default; (vi) there is no present material default Company Leased Premises have been used 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 Company or any part thereof. Neither the Leases nor the Rents have been assigned or pledged of its Subsidiaries, except to Lender, and no other Person has any interest therein except the tenants thereunderfor Company Permitted Liens.

Leases. To Borrower’s Knowledge, the rent roll 7.3.1 The schedule attached hereto as Schedule 3 Exhibit "K" (the “Rent Roll”"Schedule of Leases") is a true, complete and correct and complete statement, as applicable, of all (i) the leases, tenancies and occupancies, including any extensions, modifications, amendments or guarantees thereof in effect at the Property is not subject (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 than 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 described in the Rent Roll or in the title report delivered to Lender. Except except as set forth on the Rent Roll or Schedule of Leases. No rent has been prepaid under any Tenant Lease except as otherwise disclosed set forth on the Schedule of Leases. 7.3.3 All of the services required to Lender be supplied to each tenant and maintained in writing: To Borrower’s Knowledgeconnection 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 required to furnish pursuant to any Tenant Lease, and Seller has received no notice from any tenant (i) each 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. 7.3.5 Seller has received no notices of any items of work, repair, maintenance or construction to be completed by Seller pursuant to any Tenant Lease is for the benefit of any tenant and Seller has no knowledge of any such work to be done. 7.3.6 As of the Closing Date, no tenant shall be entitled to any additional work during the term of its Tenant Lease, except as set forth in the leases described on the Schedule of Leases. 7.3.7 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. 7.3.8 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. 7.3.9 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 (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 Knowledgeknowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than (a) the Leases described in Schedule XIV attached hereto and made a part hereof and (b) Leases of less than 5,000 square feet. Operating Lessee is the Rent Roll or owner and lessor of landlord’s interest 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 Knowledge, 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 exception of notice or passage of timehotel guests, 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, in any Individual Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; Leases, (ii) the current Leases are in full force and effect, (iii) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date and (xiiv) all work to be performed by Mortgage Borrower or Operating Lessee under each Lease is subordinate 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 the Loan Documentsbe given by Mortgage Borrower and/or Operating Lessee to any tenant has already been received by such tenant. To Borrower’s knowledge (A) except for those tenants listed in Schedule XIV, either 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 thereof. Neither of the Leases nor leased premises or the Rents building of which the leased premises are a part and (B) no Hazardous Substances have been assigned disposed, stored or pledged except treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to Lenderuse its leased premises for any activity which, and no other Person has directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any interest therein except the tenants thereunderpetroleum product or any toxic or hazardous chemical, material, substance or waste.

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 KnowledgeBorrower represents and warrants to Agent with respect to the Leases that, except as disclosed (x) in any Tenant estoppel certificate addressed and delivered to Agent and Lenders prior to the Closing Date, or (y) on Schedule 3.1.22 hereto: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct and in all material respects, the Property is not subject to any Leases other than the Leases described in the Rent Roll or Schedule I, and no Person 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, (ib)(i) each Lease is the Leases identified on Schedule I are in full force and effect; , (ii) to the tenants under best of Borrower’s knowledge, there are no defaults thereunder by 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, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; (vi) there is no present material default by a Tenant thereunder, (iii) to Borrower’s knowledge, there are no defaults thereunder by Borrower, as landlord, and there are no conditions that, with the tenant passage of time or the giving of notice, or both, would constitute a default by Borrower, as landlord, thereunder, and (iv) to Borrower’s knowledge, no Tenant is subject to an action under any Lease; state or federal bankruptcy, insolvency, or similar laws or regulations, (viic) the copies of the Leases delivered to Agent are true and complete in all material respects, and there are no oral agreements with respect thereto, (d) no Rent (other than 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 as of the date hereof 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 as of the date hereof has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; their Leases, (viiii) Borrower no Tenant under any Lease (or any sublease) is the sole owner an Affiliate of Borrower, (j) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the entire lessor’s interest leased premises or the Improvements of which the leased premises are a part, (k) except as previously disclosed in writing to Agent, each Lease; Tenant at the Property is in physical occupancy of the premises demised under its Lease and has not sublet any portion thereof to any Person, and (ixl) each Lease is the valid, binding and enforceable obligation of no Person other than the Borrower and the applicable tenant thereunder; (x) no Person has Tenant have any possessory right, title or interest in, or right in and to occupy, the Property Leases and Rents except under the terms of the Lease; rights and (xi) each Lease is subordinate Liens granted to Agent pursuant 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(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, 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 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 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 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 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, 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, With respect to the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete assignment of Leases 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 Rents set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeArticle 7 below, Mortgagor represents that (i) each it has listed such Lease in the Schedule of Material Contracts attached to the Credit Agreement; (ii) as of the date hereof, Mortgagor is not, in the capacity of lessor, a party to any other lease, whether written or oral, or any agreement for the use and occupancy of any of the Mortgaged Property as of the date hereof, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (iii) the Leases are valid, binding and in full force and effect; (ii) the tenants under the Leases effect and have accepted possession of and are not been amended or modified, except as heretofore disclosed 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 writing by Mortgagor 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 advanceMortgagee; (iv) the rent payable under each Lease Mortgagor is the amount sole owner of fixed rent set forth the lessor’s interest in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentLeases; (v) except for any Permitted Encumbrances, Mortgagor has not executed any other assignment or pledge of any of the Leases or Rents or performed any other act or executed any other instrument which might prejudice Mortgagee’s rights hereunder; (vi) to the best of Mortgagor’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults material default exists on the part of any lessee, or on the landlord under any Leasepart of Mortgagor, and as lessor, in the performance of the terms, covenants, provisions, conditions or agreements contained in the Leases; (vii) Mortgagor knows of no event has occurred condition which, with the giving of notice or the passage of time, 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 of the Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofpart of any lessee or Mortgagor, as lessor, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (viii) Borrower is the sole owner of the entire lessor’s interest no rent has been paid by any lessee for more than one installment in each Leaseadvance; and (ix) each Lease is the valid, binding and enforceable obligation payment of none of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right Rents to occupy, the Property except accrue under the terms of the Lease; and (xi) each Lease is subordinate Leases has been or will be waived, released, reduced, discounted or otherwise discharged or compromised by Mortgagor, except as heretofore disclosed in writing by Mortgagor to Mortgagee. Notwithstanding anything to the Loan Documentscontrary contained in this Mortgage, either pursuant Mortgagor shall not be deemed to be in default of its terms obligations under this Mortgage as a result of any breach of any representation and warranty set forth in clauses (i) through (ix), inclusive, of this Section 3.4, if such breach individually or pursuant in the aggregate, could not reasonably be expected to result in 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 thereunderMaterial Adverse Effect.

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 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 Actual Knowledge, . the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderSchedule 4.1.25 attached hereto and made a part hereof. Except as set forth on disclosed in the Rent Roll or as otherwise disclosed rent roll and arrearages report for each Individual Property delivered to and approved by Lender, in the tenant estoppel letters delivered to Lender on or prior to the Closing Date, or in writing: To Borrower’s KnowledgeSchedule 4.1.25 annexed hereto, as of 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) Mortgage Borrower is the sole owner of the entire lessor’s interest in each Leasethe Leases; (ii) to Borrower’s Actual Knowledge, the Leases are valid and enforceable and in full force and effect; (iii) to Borrower’s Actual Knowledge, all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) to Borrower’s Actual Knowledge, no party under any Lease is in default in the performance of any of such party’s material obligations under such Lease beyond the expiration of any applicable grace or cure period; (v) to Borrower’s Actual Knowledge, all Rents due under any of the Leases have been paid in full; (vi) to Borrower’s Actual Knowledge, Borrower has delivered or made available to Lender true and correct copies of all Major Leases including all amendments and modifications thereto; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated by Mortgage Borrower in favor of any party other than Mortgage Lender; (viii) none of the Rents have been collected by Mortgage Borrower or Manager for more than one (1) month in advance (except that a security deposit or prepayment of first month’s and last month’s rent shall not be deemed rent collected in advance); (ix) each Lease is to Borrower’s Actual Knowledge, the valid, binding premises demised under the Leases have been completed (other than with respect to tenant improvements that remain outstanding and enforceable obligation for which Mortgage Lender has reserved funds under the Mortgage Loan Documents) and the tenants under the Leases have accepted the same and have taken possession of the Borrower and the applicable tenant thereundersame on a rent-paying basis; (x) no Person has tenant under 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 has asserted in writing to Borrower, Mortgage Borrower or Manager any option offset or defense to purchase or right the payment of first refusal to purchase any portion of 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.Rents;

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 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(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, 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 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 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 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 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 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 Knowledge, With respect to the rent roll attached hereto as Schedule 3 Leases: (a) the “Rent Roll”) Roll certified by Borrower and dated on or about the 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, by its terms, is subordinate to the lien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease is in full force and effectto the lien of the Security Instrument; (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; (viiid) Borrower is the sole owner of the entire lessor’s '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, arm's-length agreements with tenants unrelated to Borrower; (f) none of the Rents has 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 or alternatively, if any work is not yet complete, Borrower is not in default of its obligations thereunder with respect to such work; (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) 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; (1) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (m) 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 contains a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase (but no option to purchase or related provision); provided, however, that such right shall not apply to Lender in connection with a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Loan Documents, but such right shall apply to subsequent purchasers of the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to from Lender, and no Lease contains any other Person has similar provision that is otherwise not subordinate to the lien of the Security Instrument pursuant to the terms of a subordination agreement delivered in connection with the closing of the Loan; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any interest therein except Affiliate of Borrower regarding any Lease which have not been disclosed in writing to Lender and for which adequate amounts have not been set aside in the tenants thereunderTI/LC Reserve Account.

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 '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 in accordance with the Leases, 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 therein; (xn) no Person 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 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 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, 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.thereunder 31

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; (ive) 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 Knowledge, the rent roll The list of Leases attached hereto as Schedule 3 (the “Rent Roll”) 4 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 Lenderon Schedule 4. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingSchedule 4: To Borrower’s Knowledge, (i) each Material Lease is in full force and effect; (ii) the tenants under the Material Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the LeasesMaterial Leases (subject to any “free rent” or rent abatements provided for therein); (iii) no tenant under any Material Lease has asserted, and there are no in writing, any offsets, claims or defenses to the enforcement thereofof such Material Lease; (iiiiv) all rents due and payable under the Material Leases have been paid and and, except with respect to those Material Leases which provide for the quarterly or annual payment of rent, no portion thereof has been paid for any period more than thirty (30) days in advance; (ivv) the rent payable no Borrower has received written notice from any tenant under each a Material Lease asserting that it 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 entitled to an adjustment to the rent; (vvi) no Borrower has received written notice from any tenant has made any under a Material Lease asserting a material claim against the landlord under any Material Lease which remains outstanding, there are ; (vii) no Borrower has received written notice from any tenant under a Material Lease asserting any material defaults on the part of the landlord under any Material Lease; (viii) to each Borrower’s knowledge, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a material default; (viix) to each Borrower’s knowledge, there is no present material default by the tenant under any Material Lease; (viix) all security deposits under Leases are as set forth on with respect to each Material Lease, the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower which is a party thereto is the sole owner of the entire lessor’s interest in each such Material Lease; (ixxi) each Material Lease is the valid, binding and enforceable obligation of the Borrower which is a party thereto; and the applicable tenant thereunder; (xxii) no Person has any possessory interest in, or right to occupy, the any Property subject to any Material Lease except under the terms of the Lease; and (xi) each such Material Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of any Leases entered into by the Leases contains any option to purchase or right of first refusal to purchase tenants under the Property or any part thereofMaterial Leases. Neither the Material 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 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 Principal Leases (as Schedule 3 amended from time to time), 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 B▇▇▇▇▇▇▇’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 L▇▇▇▇▇ 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 this Deed 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 thereunderTrust.

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 Mortgage 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 Mortgage 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 Mortgage Borrower or Operating Lessee; (viiih) Mortgage 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 Mortgage 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 Mortgage 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 Knowledge(a) Either Borrower or the Joint Venture, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is trueapplicable, 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 's interest in each Leasethe Leases (other than resident care agreements) and Borrower, the relevant Operator (as to a Leased Facility) and/or Manager are the sole owners of the entire lessor's interest in the resident care agreements; (ixb) each Lease is the Leases (other than resident care agreements) are the valid, binding and enforceable obligation obligations of the Borrower and the applicable tenant or lessee thereunder and, with respect to the resident care agreements, the resident care agreements are the valid, binding and enforceable obligations of the Manager or the Joint Venture, as applicable, and the applicable tenant or lessee thereunder; (xc) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll statements delivered to and approved by Lender; (d) none of the 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 tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (g) there exists no offset or defense to the payment of any portion of the Rents; (h) no Lease contains an option to purchase, right of first refusal to purchase, expansion right, or any other similar provision; (i) no Person has any possessory interest in, or right to occupy, the Property any Facility except under the terms of the and pursuant to a Lease; and (xij) each Lease (other than resident care agreements) is subordinate to the Loan Documents, either pursuant to its terms or pursuant a recorded subordination agreement; and (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable 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 thereunderprudent institutional lenders.

Leases. To Borrower’s Knowledge, Except as disclosed in the certified 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 's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance other than minor operating expense advances subject to adjustment within a year (provided that a security deposit shall not be deemed rent collected in advance); (f) 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; (g) to the best of its knowledge and belief, there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) all payments due under the Leases are current and are consistent with the certified rent roll for the Property delivered to and approved by Lender; (j) to the best of its knowledge and belief, no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixl) each Lease is the valid, binding Leases are valid and enforceable obligation of the against Borrower and the applicable tenant thereundertenants set forth therein; (xm) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (n) 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 (xio) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant to a recorded subordination agreement; and attornment agreement. None of the Leases contains (p) no brokerage commissions or finders fees are due and payable regarding 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 thereunderLease.

Leases. To Borrower’s KnowledgeBorrower has delivered to Agent a true, the correct and complete rent roll for each Property as more particularly described in Schedule 6.37 attached hereto as Schedule 3 (the each a “Rent Roll”) is , collectively, “Rent Rolls”). There has been no material change in the leasing status of the Properties since the date of the applicable Rent Roll except, as of any date after the Closing Date, as shown on any updated Rent Roll with respect to such Property delivered to Agent. Borrower has delivered to Agent true, complete and correct and complete copies of all Leases in effect as of the Property is not subject Closing Date. Borrower has delivered to any Leases Agent a true, correct and complete copy of each lease brokerage and other than leasing commission agreement in effect as of the Leases described Closing. Additionally, to Borrower’s Knowledge except as may be set forth in the Rent Roll Disclosure Schedule or in the title report any estoppel certificate delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed Agent pursuant to Lender in writing: To Borrower’s KnowledgeSection 4.2 hereof, (ia) each Lease is a Qualified Lease and 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; (iii) all rents due and payable of any Lessee’s obligations under the Leases have been paid and presently outstanding; (c) no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivd) the rent Rent payable under each Lease is the amount of fixed rent Rent set forth in the applicable Rent Roll, and there is no claim or basis for a claim by the tenant Lessee thereunder for an adjustment to the rentRent thereunder; (ve) no tenant Lessee has made any claim in writing against the landlord under any Lease Borrower or Manager which remains outstandingoutstanding that Borrower or Manager is in default under its applicable Lease; (f) no default has occurred by Borrower or, there are no defaults on the part of the landlord to Borrower’s Knowledge, any 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 default; (vi) there is no present material default by the tenant Borrower or, to Borrower’s Knowledge, any Lessee, has occurred 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; (ixg) each Lease is the valid, binding and enforceable obligation of the Borrower and and, to Borrower’s Knowledge, the applicable tenant Lessee thereunder; (xh) no Person has any possessory interest in, or right to occupy, with the Property except under the terms exception of the Lease; and (xi) Excluded Leases, each Lease is subordinate to the Loan Documents, either Mortgage on the Property or portion thereof leased; (i) all Security Deposits under the Leases are as set forth on the Rent Rolls and are held pursuant to its terms Section 2.18 hereof; (j) except as set forth in the Rent Rolls described in Schedule 6.37 hereof attached hereto, there are no rent abatements or pursuant concessions, tenant allowances or other abatements with respect to a subordination and attornment agreement. None of any Lease; (k) all real estate brokerage commissions relating to the Leases have been paid in full and there are no other real estate brokerage commissions other than as set forth on the Rent Roll; (l) other than the Wachovia Leases, no Lease contains any option to purchase or right of first refusal to purchase the any Property or any portion thereof or any part thereof. Neither ; (m) Borrower (and, if applicable, Asset Manager) are in compliance with all Legal Requirements with respect to all Security Deposits; (n) the Leases nor Rent Rolls set forth the Rents have scheduled expiration date of each Lease; (o) no use restriction contained in any Lease, Permitted Encumbrance or Property Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Property Document; (p) no Wachovia Lease has been assigned or pledged sublet by any Lessee to any Person, except as permitted in such Wachovia Lease (to Lenderthe extent that any recognition agreement was entered into in connection with any sublease or assignment by the Borrower or its predecessor in interest, a copy of such recognition agreement has been delivered to Agent); (q) except as reflected in the Rent Rolls or provided to Agent in accordance with Section 12.12 hereof, Borrower has not received any Wachovia Termination Notice with respect to any Wachovia Lease; and (r) to Borrower’s Knowledge, no other Person Lessee has (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any interest therein except insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the tenants thereunderwinding-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 law relating to bankruptcy, insolvency or reorganization or the relief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.

Leases. To Borrower’s KnowledgeThere are no leases, concessions or occupancy agreements in effect with respect to the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Real Property is not subject to any Leases other than the Leases described in listed on the Rent Roll or attached as SCHEDULE 3.13; and SCHEDULE 3.13 attached hereto is a complete and correct list of all Leases in effect on the title report delivered date of this Agreement. Neither ▇▇▇▇▇▇▇▇ nor the Partnerships has sent out any written notice of any default to Lender. Except any tenant under any Lease which has not been cured, except as set forth on SCHEDULE 3.13. To ▇▇▇▇▇▇▇▇' knowledge, each of 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 Partnerships has performed all obligations required of it under all of the Leases have accepted possession and there remain no unfulfilled obligations of and are in occupancy any of all of their respective demised premises, have commenced the payment of rent Partnerships under the Leases, and there are no offsetsthe nonperformance of which could entitle a tenant to damages under such Lease or could cause any of the Partnerships to be in default under such Lease. Except as shown on SCHEDULE 3.13, 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 given written notice to any claim against of the landlord under Partnerships of its intention to institute litigation with respect to any Lease which remains outstandingthat has not been dismissed, there are no defaults on the part and ▇▇▇▇▇▇▇▇ has not been served with a citation notifying any of the landlord under Partnerships of any Lease, and no event litigation with respect to any Lease that 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 agreementnot been dismissed. None of the Leases contains any option to purchase and none of the rents or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents other amounts payable thereunder have been assigned assigned, pledged or pledged encumbered except to Lenderfor (a) any assignments, pledges or encumbrances which will be fully released on or before the Closing Date, and (b) the Existing Liens. The Rent Roll is true, correct and complete in all material respects as of the date shown in the Rent Roll and, to ▇▇▇▇▇▇▇▇' knowledge, there has been no other Person has material adverse change with respect to any interest therein of the items shown on the Rent Roll during the period from the date thereof to the date of this Agreement, except the tenants thereunderas shown thereon.

Leases. To Borrower’s Knowledge(a) The rent rolls (“Rent Rolls”) with respect to the Property that Seller delivers to Buyer as part of the Seller Deliverables shall accurately state, with respect to each existing written or oral lease, license, concession or other agreement (collectively, “Existing Leases”) that permits any person (collectively, “Tenants”) to use or occupy all or any part of the Property, among other things, the rent roll attached hereto as Schedule 3 name of the Tenant, the lease term (including all renewal options), the leased premises (including all expansion or surrender options), all rent, additional rent, fees and other sums payable by the Tenant (collectively, “Rent”), any security deposit, tax or operating expense escrow, and other accounts in which the Tenant has an interest, including all accrued interest payable to the Tenant (collectively, “Tenant Deposits”). Any and all Rent prepaid by Tenants in advance of the current month for which they are due shall be specified in the Rent Roll”. Seller represents and warrants to Buyer that there are no tenant improvement allowances, or any commission payable (including commissions payable upon renewals) is in connection with the Existing Leases. (b) Buyer will have access, at the Property, to true, complete and correct copies of all Leases and the Property is not subject all guaranties and sureties with respect to any such Existing Leases other than the Leases described (“Lease Guaranties”), including all amendments and modifications thereto. (c) Except as specified in the Rent Roll or on Schedule 5.1.4 attached hereto and made a part hereof, (i) to Seller’s knowledge, each Lease and Lease Guaranty is in full force and effect and is binding and enforceable against each of the parties thereto, (ii) to Seller’s knowledge, no party is in default of any of its agreements or obligations under, and has not made any claim against another party, under a Lease or Lease Guaranty, (iii) Seller has not given or received any written notice of default or claim under any Lease or Guaranty, (iv) to Seller’s knowledge, each Tenant is in actual possession of its demised premises in the title report delivered normal course under its Lease, (v) all tenant improvements, capital improvements, repairs, remodeling, furnishing and other work required by each Lease has been fully completed and accepted by the relevant Tenant, and (vi) there is no litigation, arbitration or similar proceeding pending or, to Lender. Seller’s knowledge, threatened with respect to any Lease or Lease Guaranty. (d) Except as set forth on the Rent Roll Roll, no Tenant is entitled to any concession, allowance, rebate or refund with respect to any rent payable or paid under any Lease. Except as otherwise disclosed to Lender set forth on Schedule 5.1.6 hereto, no Tenant has prepaid, and if a Tenant hereafter tenders prepayment, Seller shall accept, any Rent payable under its Lease for more than the month in writing: To Borrower’s Knowledge, advance. (ie) each Lease is in full force and effect; (ii) the tenants under None of the Leases have accepted possession or Lease Guaranties and none 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 Rents payable under the Leases have been paid and no portion thereof has been paid for is subject to any period more than thirty assignment, pledge or other encumbrance, except with respect to the existing financing of Seller, which Seller shall cause to be released at the Closing. (30f) days in advance; (iv) No brokerage or leasing commissions 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 rent payable under each Lease is the amount of fixed rent set forth Leases or any extensions or renewals thereof, except as specified 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, Each of Borrower and Security Guarantor represents and warrants to Agent with respect to the rent roll attached hereto as Leases that: (a) the list of Leases set forth on Schedule 3 (the “Rent Roll”) I is true, complete and correct and correct, 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 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 Security Guarantor is the sole owner of the entire lessor’s interest in each the Leases, (c) the Leases identified on Schedule I are in full force and effect, there are no material defaults thereunder by Borrower or Security Guarantor, or, to Borrower’s and Security Guarantor’s knowledge, any other party thereto with respect to any Major Lease; (ix) each , in either case, beyond any applicable notice or cure period, and, to Borrower’s and Security Guarantor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, and, to Borrower’s and Security Guarantor’s knowledge, no Tenant under a Major Lease is subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (d) the valid, binding and enforceable obligation copies of the Borrower Leases delivered to Agent are true and the applicable tenant thereunder; complete, and there are no oral agreements with respect thereto, (xe) no Person Rent (including security deposits) for any Major Lease has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and no Tenant is in arrears in its payment of Rent, (f) to Borrower’s and Security Guarantor’s knowledge, there exist no offsets or defenses to the payment of any portion of the Rents under Major Leases and Security Guarantor has no monetary obligation to any Tenant under any Major Lease except as may be expressly set forth in such Lease, (g) neither Borrower nor Security Guarantor has received any written notice from any Tenant under a Major Lease challenging the validity or enforceability of any Major Lease, (h) no person or entity 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 Lease and attornment agreement. None other than hotel guests and patrons, (i) all security deposits relating to the Major Leases reflected on Schedule I have been collected by Security Guarantor and are being held in accordance with Legal Requirements, (j) no brokerage commissions or finders’ fees are due and payable regarding any Lease, (k) all Tenants under Major Leases at the Property as of the date hereof are paying full rent under their Leases contains and have not exercised any right to “go dark” that they may have under the provisions of their Leases, (l) all work to be performed by Security Guarantor under each Major Lease has been performed as required and has been accepted by the applicable Tenant to the extent required, (m) except as set forth in the schedule of Leases, 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 a Major Lease has already been received by such Tenant, (n) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Security Guarantor, and (o) 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 Improvements of which the leased premises are a part. Neither Notwithstanding the foregoing, due to the pandemic caused by COVID-19 and the temporary closure of the ▇▇▇▇▇ ▇▇▇▇ & Zilara Cap Cana, a verbal agreement was reached by with the Tenants under the Leases nor pursuant to which DR Security Guarantor agreed that it would not ▇▇▇▇ the Rents have been assigned or pledged except Tenants the monthly fees owed by each Tenant for the months of April, May and June 2020. These verbal agreements may be formalized in writing and may be subject to Lender, and no other Person has any interest therein except the tenants thereunderchange based on Force Majeure.

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 and the Tenant estoppels and aged receivables report delivered to Lender in writingconnection with the closing of the Loan: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants 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 advanceadvance (except for security deposits and the last month’s rents aggregating not more than 2 months’ rent); (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 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, 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 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 interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant Tenant thereunder; (x) no Person has any possessory interest in, or right to occupyoccupy (other than any right of the Manager to occupy a management office located on the Property), the Property except under the terms of the a Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; and (xii) each Lease has been written using the same form of lease. 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, (a)(i) The rent rolls and reports which are set forth in Section 2.10(a)(1) of the rent roll attached hereto as Disclosure Schedule 3 (the “"Rent Roll”) is trueRolls"), complete are true and correct schedules of all Leases (other than Temporary Space Licenses) affecting any Real Property as of January 15, 1998 and contain with respect to each such Lease the following information: name of tenant, space leased, expiry date of existing term, whether unit is vacant, any security deposits 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 effectmonthly base rent; (ii) the tenants under Leases identified on the Rent Rolls, the Temporary Space Licenses and the Ground Leases (each of which Ground Leases shall be assigned to VPLP or its designee in accordance with Section 1.6.1(D)) constitute all of the leases, licenses, tenancies or occupancies affecting any Property as of January 15, 1998, and each of the Leases have accepted possession identified on the Rent Rolls and each of the Temporary Space Licenses is a valid and are enforceable obligation of the landlord or licensor thereunder, as the case may be (all references to landlord under this Agreement shall, as the context may require, also include the licensor under any Temporary Space Licenses) and, to the knowledge of the MM Contributors, each of the other parties thereto; (iii) except as set forth in occupancy the Rent Rolls or otherwise identified in the delinquency report set forth in Section 2.10(a)(2) of all the Disclosure Schedule, as of their respective demised premisesJanuary 15, have commenced 1998 none of the MM Entities has received notice of any default by the landlord under any Lease; (iv) except as set forth in the Rent Rolls or in Section 2.10(a)(2) of the Disclosure Schedule, effective as of January 15, 1998 no Tenant shown on the Rent Rolls is in 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 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 its Lease; and (xiv) 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 contains, nor does any Tenant otherwise have, a purchase option to purchase or any right of first offer or first refusal to purchase (or any other similar right, as distinguished from rights to lease additional space or to extend the term of a Lease) with respect to any Real Property or any part portion thereof. Neither Attached to the Leases nor Disclosure Schedule as Section 2.10(a)(3) is a list of all Temporary Space Licenses, or binding commitments for Temporary Space Licenses, affecting the Rents have been assigned or pledged except to LenderReal Property in effect on January 15, 1998, and no other Person has any interest therein except the tenants thereundersaid list is true, correct and complete in all material respects as of such date.

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 Borrower’s Knowledge(a) No Property Owner has entered into any Lease which continues in existence or is bound by any such Lease, other than the rent roll Approved Leases. (b) Rent has not been collected under any of the Leases more than one (1) month in advance of the due date. Except as disclosed on the Rent Rolls attached hereto as Schedule 3 Exhibit E-1 through and including Exhibit E-4, the term of each Lease has commenced and the tenant has commenced the full payment of rent under such Lease without the tenant thereunder being entitled to any abatement thereof. Except as disclosed on the Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4, no Property Owner is required to perform any tenant work or pay any work allowances under any Lease. All security and other escrow deposits made under any Lease are being, and have been held, in accordance with all Legal Requirements and the terms of such Lease. Except as disclosed on the Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4, no tenant under a Lease 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. (c) Each of the “Rent Roll”) is Leases has been duly authorized, approved and executed by all parties thereto and constitutes the legal, valid and binding obligations of the parties thereto, enforceable against the parties thereto in accordance with their respective terms. Borrower has delivered true, complete and correct and the Property is not subject to any Leases other than complete copies of the Leases described in the Rent Roll or in the title report delivered (including, without limitation, all amendments and supplements thereto and guaranties thereof) to Lender. Except . (d) Each of the Leases is in full force and effect and there are no monetary or other material defaults by the applicable Property Owner thereunder, and, to the best knowledge of Borrower, except as set forth on the Rent Roll Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4, there are no monetary or other material defaults by any tenant thereunder. No Borrower Affiliate, Manager or any other Person acting on any Borrower Affiliate's behalf has given or received any notice of default under any of the Leases that remains uncured or in dispute, and no Property Owner is intending to deliver such a notice of default within the thirty (30) days following the date hereof. (e) Borrower has delivered to Lender true, correct and complete 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. (f) The Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4 are true, correct and complete in all material respects. (g) The Rent Rolls attached hereto as Exhibit E-1 through and including Exhibit E-4 set forth a true, correct and complete list of all security deposits made by tenants at each Property which have not been applied (including accrued interest thereon), all of which are held by the applicable Property Owner in accordance with the terms of the applicable Lease and all applicable Legal Requirements. (h) Except as set forth on Exhibit E-1 through and including Exhibit E-4, to the best of Borrower's knowledge, each tenant under a Lease is free from bankruptcy or reorganization proceedings. (i) No tenant under any Lease (or any sublease) is an Affiliate of Borrower or any Borrower Affiliate, except as disclosed otherwise on Exhibit F attached hereto and made a part hereof. (j) There are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to 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 such fees or defenses to the enforcement thereof; (iii) all rents commissions will become due and payable under in the future in connection with 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 existing on the part Effective Date, including by reason of any extension of such Lease or expansion 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 space leased thereunder.

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 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(a) Either Borrower or the applicable Joint Venture, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is trueapplicable, 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 's interest in each Leasethe Leases (other than resident care agreements) and Borrower, the relevant Operator (as to a Leased Facility) and/or Manager are the sole owners of the entire lessor's interest in the resident care agreements; (ixb) each Lease is the Leases (other than resident care agreements) are the valid, binding and enforceable obligation obligations of the Borrower and the applicable tenant or lessee thereunder and, with respect to the resident care agreements, the resident care agreements are the valid, binding and enforceable obligations of the Manager or the applicable Joint Venture, as applicable, and the applicable tenant or lessee thereunder; (xc) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll statements delivered to and approved by Lender; (d) none of the 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 tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (g) there exists no offset or defense to the payment of any portion of the Rents; (h) no Lease contains an option to purchase, right of first refusal to purchase, expansion right, or any other similar provision; (i) no Person has any possessory interest in, or right to occupy, the Property any Facility except under the terms of the and pursuant to a Lease; and (xij) each Lease (other than resident care agreements) is subordinate to the Loan Documents, either pursuant to its terms or pursuant a recorded subordination agreement; and (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable 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 thereunderprudent institutional lenders.

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 in all material respects, 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 Lease; 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, (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 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 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 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 by Borrower in a separate segregated account or as otherwise required by applicable law. No Lease provides any party with Section 3.8 hereof; (viii) Borrower the right to obtain a lien or encumbrance upon the Property superior to the lien of this Deed of Trust. The Property forms no part of any property owned, used or claimed by B▇▇▇▇▇▇▇ as a residence or business homestead and is not exempt from forced sale under the sole owner laws of the entire lessor’s interest state in which the Premises is located. Borrower hereby disclaims and renounces each Lease; (ix) each Lease is the valid, binding and enforceable obligation every claim to all or any portion 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 as 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 thereunderhomestead.

Leases. To Borrower’s Knowledge, (a) Each of Borrower and Operating Lessee represents and warrants to Lender with respect to the rent roll attached hereto as Schedule 3 Operating Lease that: (the “Rent Roll”i) is true, complete and correct and the Property is not subject to any commercial Leases other than the Operating Lease and the commercial Leases described in the Rent Roll or in the title report that have been delivered to Lender. Except as set forth on the Rent Roll Lender or as otherwise disclosed to Lender hereafter entered into in writing: To Borrower’s Knowledgeaccordance with this Agreement, (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 the Operating Lease; , (iii) the Operating Lease is in full force and effect, there are no defaults thereunder by either party, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to the payment of any portion of the Rents and, except as expressly set forth in this Operating Lease, Borrower has no monetary obligation to Operating Lessee under the Operating Lease, (vii) Borrower has received no notice from Operating Lessee challenging the validity or enforceability of the Operating Lease, (viii) all work to be performed by Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (ix) each Lease is the validany payments, binding free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, Operating Lessee does not have a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate option pursuant to the Loan Documents, either pursuant to its terms Operating 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 thereof. Neither of the leased premises or the Improvements of which the leased premises are a part. (b) Each of Borrower and Operating Lessee represents and warrants to Lender that the Property is not subject to any Major Leases nor as of 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 KnowledgeAs of the date hereof, the rent roll attached hereto as Schedule 3 (only Lease is 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 writingNYT Space Lease: To Borrower’s Knowledge, (i) each The NYT Space Lease is in full force and effect; (ii) the tenants tenant under the Leases have NYT Space Lease has accepted possession of and are is in occupancy of all of their respective demised premisesthe Property, have has commenced the payment of rent under the LeasesNYT Space Lease, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases NYT Space Lease have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the fixed rent and additional rent payable under each the NYT Space Lease is the amount of fixed rent and additional rent set forth in the Rent Rollrent roll delivered by Borrower to Lender, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant the Space Tenant has not made any claim against the landlord under any the NYT Space Lease which remains outstanding, there are no defaults on the part of the landlord under any the NYT Space 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 the NYT Space Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and NYT Space Lease are held consistent with Section 3.8 hereofthis Agreement; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each NYT Space Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder▇▇▇▇▇ Wrap; (xix) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the NYT Space Lease; and (xix) 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 thereofall rents collected by Borrower are legally collectible under all applicable laws. Neither the Leases NYT Space Lease 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 No person has any possessory interest in the Property is not subject or right to any occupy the same except under and pursuant to the provisions of the Leases, and true and complete copies of all Leases other than the Leases described in executed and 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). Except as set forth on As to all present Leases and (upon execution thereof) all future Leases relating to the Rent Roll Property, the Borrower will be the sole owner of the lessor’s interest. As to all Leases: (a) there are no outstanding landlord obligations with respect to tenant allowances or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force 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 offsets, pending claims asserted by any Tenant for offsets or defenses to the enforcement thereof; abatements against rent or any other monetary claim; (iiib) 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 Borrower for the collection of the rents thereunder), and no brokerage or 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 Leases; (c) Schedule 4.1.33 sets forth all 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. (d) Borrower is the sole owner of the lessor’s interest in all of the Leases and Borrower has been paid for not given or suffered any period other assignment, pledge or encumbrance in respect of any of the Leases or its interests thereunder, and the Borrower or Property Manager has the sole right to collect rents and other amounts due under the Leases; (e) Except as disclosed on Schedule 4.1.33, 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) Borrower has not 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 default; (vi) there is no present material default by Lender in accordance with the tenant under any Lease; (vii) all provisions hereof relating to security deposits under Leases are as set forth on received from and after the Rent Roll and are held consistent with Section 3.8 date hereof; and (viiif) 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 thereunderProperty).

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 by Borrower in a separate segregated account or as otherwise required by applicable law. No Lease provides any party with Section 3.8 hereof; (viii) the right to obtain a lien or encumbrance upon the Property superior to the lien of this Deed of Trust. The Property forms no part of any property owned, used or claimed by Borrower as a residence or business homestead and is not exempt from forced sale under the sole owner laws of the entire lessor’s interest state in which the Premises is located. Borrower hereby disclaims and renounces each Lease; (ix) each Lease is the valid, binding and enforceable obligation every claim to all or any portion 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 as 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 thereunderhomestead.

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. There are no Leases with respect to the Property is not subject to any Leases Premises other than the Leases described in the Rent Roll or in the title report delivered to LenderAgent. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingSchedule 4.36: 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 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 Lessee thereunder for an adjustment to the rent; (vd) no tenant Lessee has made any claim in writing against the landlord under any Lease Borrower, Operating Lessee or Property Manager which remains outstandingoutstanding that Borrower, there are Operating Lessee or Property Manager is in default under its applicable Lease; (e) no defaults on the part of the landlord material default has occurred by Borrower, Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any 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 default; (vi) there is no present material default by the tenant under Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any LeaseLessee, 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 Lease is the valid, binding and enforceable obligation of Borrower or Operating Lessee, as applicable; (g) intentionally omitted; (h) all Security Deposits under the Leases are as set forth in the Leases, and Borrower and the applicable tenant thereunderOperating Lessee is in compliance with all Legal Requirements with respect to all Security Deposits; (xi) no Person has use restriction contained in any possessory interest inLease, Permitted Encumbrance or right to occupyPremises Document is violated by any use permitted under any other Lease, the Property except under the terms of the Leaseany Permitted Encumbrance or any Premises Document; and (xij) each no 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 ; (k) to Borrower’s or Operating Lessee’s knowledge, the Lessees named in the Leases nor are in occupancy of the Rents have been assigned premises leased under their Leases; and (l) to Borrower’s or pledged except Operating Lessee’s knowledge, no Lessee has (i) consented to Lenderthe 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.

Leases. To Borrower’s Knowledge, 9.1 On the rent roll attached hereto as Schedule 3 Notarial Transfer Date: (the “Rent Roll”A) is true, complete and correct and the Property is not subject to any Leases other than leased out in accordance with 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 Overview 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 information set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment Lease Overview including but not limited to the names of the tenants, date of the Leases and rental incomes, is true correct and accurate and the Lease Overview contains all Leases; (B) the Property has no defect within the meaning of article 7:204 DCC and the current state of the leased premises is good and well maintained; (C) the Sellers do not lack any necessary permits to lease out respectively to rent the Property; (D) the Sellers have fulfilled all their obligations under the Leases; (E) the Lessees have performed all their materially (payment of rent; ) obligations due under the Leases; (vF) no tenant has made none of the Lessees have given any claim against the landlord written notice of default or breach under any its Lease which remains outstanding, there are no defaults on the part of the landlord under Sellers as landlord, nor any Lease, and no event has occurred which, written notice of such Lessee’s intention to terminate its Lessee or to dispute or challenge the binding effect of any of the provisions thereof or to change materially the terms on which it does business with the giving Sellers; (G) the Leases are valid, enforceable and in full force and in effect. The Leases constitute the entire agreement between the (relevant) Seller(s) and the Lessees and there are no other (verbal) agreements with the Lessees in place which will be transferred to the Purchaser, there are no undisclosed free rent periods, rent reductions and rebates and the Leases do not include any break option or early termination rights of notice the Lessees, other than those listed in the Lease Overview; (H) none of the Leases, nor any of the rents or passage of timeother amounts payable thereunder, have been assigned, pledged or both, would constitute such a default; Encumbered; (viI) no rent-free periods or any other (lease) incentives have been granted to the Lessees other than as apparent from the Lease Overview; (J) there are no disputes with any of the Lessees, nor are any disputes to be expected; (K) the permitted use as described in the Leases is no present material default in accordance with the use as stipulated by any of the authorities and the Sellers have at all times ensured that the activities performed in the leased premises by the tenant Lessees were regularly monitored and, in the event of clear signals of any illegal activity, was being duly acted upon by or on behalf of the Sellers; (L) the Lessees do not perform nor have performed any soil polluting activities at the leased premises; (M) each of the leased premises under the Leases shall be delivered by the Lessee to the landlord at the end of the term of the Lease as described in the delivery report (if any), however, at least in a well-maintained state and good condition, without any Leasedefects and free from any damages, at least in accordance with the standards prescribed by the Dutch Council for Real Estate Matters (Raad voor Onroerende Zaken) and/or Dutch law. There are no delivery reports drawn up in relation to the Leases which prescribe reinstatement of the leased premises by the Lessee on less favourable terms (from a landlord’s perspective), other than Fairly Disclosed; and (viiN) all security deposits the rental securities provided by the Lessees are the full amounts required under the Leases and are as set forth not invoked by the Sellers nor will be invoked before or 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 thereunderNotarial Transfer Date.

Leases. To Borrower’s Knowledge(a) 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. (b) 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 Roll, the term of each Lease has commenced and the tenant has commenced the full payment of rent under such Lease without the tenant thereunder being entitled to any abatement thereof. Except as disclosed on the Rent Roll, the landlord is not required to perform any tenant work or pay any (c) Each of the Leases has been duly authorized, approved and executed by all parties thereto and constitutes the legal, valid and binding obligations of the parties thereto, enforceable against the parties thereto in accordance with their respective terms. Borrower has delivered true, correct and complete copies of the title report delivered Leases (including all amendments and supplements thereto) to Lender. Except . (d) 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 knowledge of Borrower, except as set forth on the Rent Roll, there are no monetary or other material defaults by any tenant thereunder. None of Borrower, 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. (e) 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. (f) The Rent Roll for the Premises delivered to Lender is true, correct and complete in all material respects. (g) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by tenants at the Premises 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. (h) Each tenant under a Major Lease is free from bankruptcy or reorganization proceedings. (i) No tenant under any Lease (or any sublease) is an Affiliate of Borrower, except as may be disclosed otherwise on Schedule C annexed hereto. (j) There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Premises, 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 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.space leased

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 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 hereofRoll; (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 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 Knowledgebest 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 LenderRoll. Except To Borrower’s best knowledge, 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) 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(a) The Mortgagor will carry out all of its covenants and agreements under all Leases which it has executed or may hereafter execute in connection with the Security, or any portion thereof. The Mortgagor will not enter into any Lease in excess of 5,000 square feet without thirty (30) days prior written notice to the Mortgagee. At any time within thirty (30) days after notice and demand by the Mortgagee, the rent roll attached hereto Mortgagor will deliver to the Mortgagee a written statement in such reasonable detail as Schedule 3 (the “Rent Roll”) is trueMortgagee may request, complete and correct certified by the Mortgagor, of all of the Leases relating to the Security or any part thereof, including the names of all Lessees, the terms of all Leases and the Property is not subject rentals payable under all Leases, and, on demand, the Mortgagor will furnish to the Mortgagee executed counterparts of any such Leases. If any of such Leases provide for the giving by the Lessee of certificates with respect to the status of such Leases, the Mortgagor shall exercise its right to require such certificates within ten (10) days after any request therefor by the Mortgagee. (b) The Mortgagor hereby grants, assigns, transfers and sets over unto the Mortgagee, all of Mortgagor's right, title and interest in and to any Leases, or any portion thereof, now or hereinafter entered into, together with all of the rents, royalties, issues, profits, revenues, income and other benefits of the Security including, without limitation, any security deposits thereunder or guaranties to secure performance by the Lessees of their obligations thereunder, whether such security deposits are to be held until the expiration of the terms of such Leases other than or applied to one or more installments of rent coming due immediately prior to the Leases described expiration of such terms; reserving in the Rent Roll Mortgagor a license to collect and receive the same until there is a default under this Mortgage. (c) So long as there shall exist no default under this Mortgage, the Mortgagor shall have a license, terminable by the Mortgagee upon the occurrence of a default hereunder, to collect upon, but not prior to accrual, the rents under the Leases, such rents to be held in trust for the Mortgagee. Each month, upon the Mortgagor's compliance with all of its obligations required under the Loan Documents, the Mortgagor may retain such rents as were collected that month and held in trust for the Mortgagee. Upon the occurrence of a default hereunder, the license granted to the Mortgagor shall be automatically and immediately revoked without any requirement of notice. Upon revocation of such license and following notification to the Lessees under such Leases by the Mortgagee that rents are to be paid to the Mortgagee, all rents shall be paid directly to the Mortgagee and not through the Mortgagor, it being understood that a demand by the Mortgagee on any Lessee under such Leases for the payment of rent following any default claimed by the Mortgagee shall be sufficient to warrant such Lessee making future payments of rent to the Mortgagee without the necessity of further consent by the Mortgagor. (d) The Mortgagor will, at its sole cost and expense, use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the respective Lessees under any Leases, or any portion thereof, and will appear in and defend, at its sole cost and expense, any action or proceeding arising under or in any manner connected with such Leases or the title report delivered to Lender. Except as set forth on obligations and undertakings of any Lessee thereunder. (e) The Mortgagor will not further assign the Rent Roll whole or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgeany part of the rents, income or profits arising from the Security or any part thereof without the prior written consent of the Mortgagee, and any assignment thereof without such consent shall be null and void. (f) The Mortgagor will not, without the prior written consent of the Mortgagee, (i) each cancel, terminate, accept a surrender of, reduce the payment of rent under, or accept any prepayment of rent (other than is customary) under, any present or future Lease, (ii) lease all or any part of the Security in excess of 5,000 square feet except upon lease forms which shall have been approved by the Mortgagee, or (iii) permit a lien or encumbrance on the Security or any part thereof superior to any such Lease is other than the Permitted Liens. (g) If the Mortgagor shall hereafter lease the Security or any part thereof by Lease or Leases, any such Lease or Leases shall be subject to the condition that in the event of any sale of the Security, or any part thereof, pursuant to the default provisions of this Mortgage, such Lease or Leases shall continue in full force and effect; , and the Lessees thereunder will, upon request, attorn to and acknowledge in writing the purchaser or purchasers at such sale or sales as landlord or lessor thereunder. (iih) the tenants under the Leases have accepted Unless and until Mortgagee shall take possession of and are in occupancy of all of their respective demised premisesthe Security, have commenced the payment of rent under the Leases, and there are no offsets, claims Mortgagee shall not be obligated to perform or defenses discharge any obligation or duty 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 be performed or basis for a claim discharged by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Mortgagor under any Lease which remains outstanding, there are no defaults on the or Leases for all or any 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 thereunderSecurity.

Leases. To Borrower’s KnowledgeThe Leases set forth on Exhibit B-1 constitute all of the leases, licenses or other occupancy or use agreements or binding commitments with respect to the rent roll attached hereto Real Property, including, without limitation, all amendments, modifications and side agreements thereto with respect to the Real Property, which are in effect as Schedule 3 of the Effective Date (excluding the “Rent Roll”Purchaser Lease). (i) is trueWith respect to the Leases (excluding any Purchaser Leases): (i) except as shown on Exhibit B-1, complete and correct and the Property is not subject to any Leases there are no agreements with tenants other than the Leases described in which materially affect the Rent Roll rights or in obligations of landlord or tenant under the title report delivered Leases; (ii) except as shown on Exhibit B-2 attached hereto and made a part hereof, there are no existing breaches or defaults by landlord under any of the Leases which with the passage of time or the giving of notice or both, would constitute an event of default under any such Lease entitling any tenant to Lender. Except as set forth on exercise any material remedy and the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases are in full force and effect; (iiiii) 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 rent delinquencies of more than thirty (30) days in advanceand no existing breaches or defaults by any tenant under any of the Leases which with the passage of time or the giving of notice or both, would constitute an event of default under any such Lease except as shown on Exhibit B-2; (iv) Seller has received no written notice of any bankruptcy or insolvency proceedings pending or threatened with respect to the rent payable tenants under each Lease is the amount of fixed rent Leases and no tenant has asserted any defense, setoff or claim with respect to its tenancy except 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 renton Exhibit B-2; (v) no person has acquired from Seller any options or rights to lease space in the Real Property or to extend any Lease or rights of first refusal or offer for space in the Real Property except as set forth in the Leases; (vi); Landlord holds no security or other tenant deposits except as set forth on Exhibit B-2, (vii) except for leases where the State of Idaho, and/or its divisions, is the tenant (including the ISTC), no tenant has made any claim against paid rent more than one month in advance, and (viii) all landlord’s obligations to construct tenant improvements have been performed and Lease Incentive Expenses have been paid and incurred except as set forth on Exhibit B-2; and (ii) With respect to the landlord under any Lease which remains outstandingExisting Leases, there are no defaults on brokerage commissions or fees now owed by Seller or that will become due in the part of the landlord under any Lease, and no event has occurred which, future in connection 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 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 B-2.

Leases. To Borrower’s KnowledgeThe Corporations are not a party to any lease or agreement in the nature of a lease, whether as lessor or lessee, except leases (the "Water Cooler Leases") granted by the Corporations, as lessor, to its customers for water coolers, and those leases set forth and described in Schedule 8, in which is specified the parties to each of the leases, their dates of commencement and expiry dates, any options to renew, the rent roll attached hereto as Schedule 3 locations and descriptions of any leased lands and premises (the “Rent Roll”if applicable) is true, complete and correct and the Property rental payable thereunder, each of which lease 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 good standing and in full force and effect; effect without amendment thereto. The Corporations, or, to the best of their knowledge, any other party thereto are not in breach of any of the material covenants, conditions or agreements contained in any such lease. With respect to the Water Agreements and the real property leases described in Schedule 8 (ii"Real Property Leases") in which the Corporations are the tenant, except as specifically disclosed in Schedule 8: (a) the tenants Corporations are in possession of the premises demised to it under each of the Real Property Leases; (b) there have been no amendments, changes or modifications of any of the Real Property Leases or Water Agreements, other than as described in Schedule 8 or Schedule 19, respectively, and there are no agreements outside the Water Agreements or Real Property Leases between the Corporations and the landlords under the Real Property Leases have accepted possession with respect to such tenancies; (c) the Corporations are not in default under any of the Water Agreements or Real Property Leases; (d) to the knowledge of the Vendor and are in occupancy the Corporations, none of all of their respective demised premises, have commenced the payment of rent landlords under the Real Property Leases is in default under the Real Property Leases; (e) the Corporations have not delivered any notice or complaint to any of the landlords under the Real Property Leases that the landlord is in default thereunder; (f) there are no existing disputes between any of the landlords under the Real Property Leases and the Corporations as tenant thereunder and the Corporations have no existing claim, defence, set-off or counterclaim against the landlords under the Real Property Leases or otherwise; (g) there are no unpaid or outstanding tenant inducements, tenant allowances and no lease takeovers in connection with any of the Real Property Leases and no future free rent or rent abatement periods under any of such Leases; (h) all rent, additional rent or royalties and other payments payable by the Corporations as tenant under the Real Property Leases has been paid to the end of the month prior to Closing subject to adjustment in accordance with the Real Property Leases; (i) no landlords must consent to the completion of the transactions contemplated by this Agreement with respect to the Real Property Leases, and there are no offsetsconsents or approvals required in respect of the Water Agreements; (j) the facilities for water, claims power and utilities presently installed in or defenses about the Leased Properties are adequate for the Business, such facilities are in good and useable condition, subject to normal wear and tear. Except as disclosed in Schedule 8, no orders, requests, demands or other communications have been received by the Vendor, or by anyone on behalf of the Vendor from any governmental authority, requiring any changes, modifications or alterations to the enforcement thereofLeased Properties and the facilities thereon; and (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; (vik) there is no present material default by full ingress and egress for pedestrians and vehicles to and from the tenant under any Lease; (vii) all security deposits under Leases are as set forth on Leased Properties and the Rent Roll public roads and are held consistent with Section 3.8 hereof; (viii) Borrower is highways abutting or adjacent to the sole owner each of the entire lessor’s interest Leased Properties. Except as disclosed in Schedule 8, each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower Leased Properties is serviced by storm and the applicable tenant thereunder; (x) no Person has any possessory interest insanitary sewers, or right to occupywater, hydro and telephone services, the Property except under Vendor not having experienced any material difficulties with such services for 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 thereunderpast 2 years.

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) 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 hereof3.8; (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 a 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(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) 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, 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, With respect to the rent roll attached hereto Leases: (a) the Rent Roll certified by Borrower 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; (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; (viiic) Borrower is the sole owner of the entire lessor’s 's interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (d) all of the Leases are bona fide, arms-length agreements with tenants unrelated to Borrower; (e) none of the Rents have been collected for more than one (1) month in advance (and for such purpose, a security deposit or last month's rent shall not be deemed rent collected in advance); (f) 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; (g) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (h) 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; (ixi) each Borrower has not received notice from any tenant challenging the validity or enforceability of any Lease; (j) all payments due from tenants under the Leases are current, except as disclosed on the Rent Roll; (k) to Borrower's knowledge, no tenant under any Lease is in default thereunder, except with respect to any past due rents disclosed on the validRent Roll, 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; (x1) 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 (m) 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, 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, (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 '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 occupancy statement 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) calendar quarter in advance (except a security deposit shall not be deemed rent collected in advance); (ix) 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) 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 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 nondisturbance 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. Borrower further covenants and agrees that, to purchase or right the best of first refusal to purchase Borrower's knowledge, one of the Property or any part thereof. Neither entities comprising Fleming, as of the Leases nor date hereof is in physical occupancy of each of t▇▇ ▇▇▇▇ises demised under the Rents have been assigned or pledged except to LenderFleming Lease, and no other Person has any interest therein except is paying full rent under the tenants thereunderFleming Lease.

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 interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the any 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 any 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 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) 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 KnowledgeBorrower is the owner and lessor of landlord's interest in each Lease. Except to the extent disclosed on Exhibit 4.23, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and no Person has any possessory interest in the Property is not subject or right to any Leases other than occupy the Leases described in same except under and pursuant to the Rent Roll provisions of each Lease. There has been no prior sale, transfer or in assignment, hypothecation or pledge of the title report Lease or of the rents received therein. Borrower has delivered to LenderLender a true and complete copy of each Lease. 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 in full force and effect; effect and, subject to Exhibit 4.28, (iia) the tenants under the Leases have accepted possession of and there are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, no defaults thereunder by either party 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, 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 defaults thereunder; (xb) no Person rent (including security deposits) has been paid more than one (1) month in advance of its due date; (c) there are no offsets or defenses to the payment of any portion of the rents; (d) all work to be performed by Borrower under the 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; (e) except to the extent disclosed on Exhibit 4.23, the Tenant under each Lease has not assigned its Lease or sublet all or any portion of the premises demised thereby, no Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises; (f) except to the extent expressly set forth in the 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 leased premises or the building of which the leased premises are a part; (g) no Tenant under any Lease has any possessory interest inright or option for additional space in the Improvements; (h) the term of each Lease has commenced; (i) payment of base, fixed or right to occupy, the Property except minimum rent under the terms of the Leaseeach Lease has commenced; and (xij) 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 (i) no Hazardous Materials have been assigned disposed, stored or pledged except treated by any Tenant under any Lease on or about the leased premises in excess of De Minimis Amounts or otherwise in violation of any Environmental Law, (ii) nor does Borrower have any knowledge of any Tenant's intention to Lenderuse its leased premises for any activity which, and no other Person has directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any interest therein except Hazardous Materials in violation of Environmental Law or the tenants thereunderLease.

Leases. To Borrower’s Knowledge, The occupancy report provided to Administrative Agent in connection with the rent roll attached hereto as Schedule 3 (the “Rent Roll”) Loan Closing is true, complete and correct in all material respects and as of the date of the occupancy report 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 report. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingoccupancy report: 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 report, 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 each 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 report; (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 Leases or a Permitted Encumbrance. Except as disclosed by B▇▇▇▇▇▇▇ to the Loan DocumentsAdministrative Agent in writing, either pursuant to its terms or pursuant to a subordination and attornment agreement. None 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 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, by its terms, is subordinate to the lien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease is in full force and effectto the lien of the Security Instrument; (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; (viiid) Borrower is the sole owner of the entire lessor’s 's interest in each Leasethe Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (ixe) 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 contains any option are bona fide, arms-length agreements with tenants unrelated to purchase or right Borrower, (f) none of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned collected for more than one (1) month in advance of the date when due under the Lease (and for such purpose, a security deposit shall not be deemed rent collected in advance and further provided that rent under the Ply Gem Lease may be collected no more than three (3) months 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 pledged except defenses exist in favor of any tenant to Lender, the payment of any portion of the Rents and Borrower has no other Person has monetary obligation to any interest therein except the tenants thereunder.tenant under any Lease;

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 Properties are 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 any Individual 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 any Individual 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 (i) The rent roll attached hereto as Schedule 3 (the “Rent Roll”) attached hereto as Schedule 7.1.6(i) is true, correct and complete in all material respects; (ii) copies of all Leases in effect as of the Contract Date, and all amendments thereto and guaranties thereof, if any (collectively, the “Existing Leases”) have been furnished by Sellers to Buyer; (iii) to Seller’s knowledge, the copies so provided are true, correct and complete and correct and there are no other Leases or occupancy agreements with respect to all or any portion of the Property is not subject to that are binding on Sellers or any Leases portion of the Property other than the Leases described Contracts, such agreements as are disclosed by the Title Commitment, and, to Seller’s knowledge, any subleases or other agreements entered into by Tenants with parties other than Sellers or their predecessors-in-interest that are listed on Schedule 7.1.6(iii); (iv) Schedule 7.1.6(iv) sets forth a true, correct and complete description of all Existing Leases; (v) no Seller has given to any tenant nor received from any tenant written notice of any default under any Existing Lease that remains uncured and, to Sellers’ knowledge, no Seller is in default under any of the Rent Roll or in the title report delivered to Lender. Except Leases; (vi) except as set forth on Schedule 7.1.6(vi), all tenant improvements and other build-out or construction obligations that a Seller, as landlord, is obligated to complete, prior to the Rent Roll or as otherwise disclosed date hereof and pursuant to Lender in writing: To Borrower’s Knowledgeany Existing Lease, (i) each Lease is have been completed and paid for in full force and effectall tenant allowances, lease buyout costs and relocation costs due prior to the date hereof from a Seller, as landlord, under any Existing Lease have been paid; (iivii) 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 lessorno Seller has received written notice from any tenant under a Lease exercising any termination right or termination option under such tenant’s interest in each Lease; (ix) each Lease is the validRent Roll includes a true, binding correct and enforceable obligation complete list of all security deposits and other refundable tenant deposits held by Sellers with respect to the Borrower Property; and the applicable tenant thereunder; (x) no Person has any possessory interest in, Schedule 7.1.6(ix) sets forth all Sellers’ Lease Expenses (hereinafter defined) unpaid or right to occupy, the Property except under the terms outstanding as 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 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 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) Borrower has delivered a true, correct and complete schedule (such schedule, together with any attached exhibits, the "Rent Roll") of all Leases affecting the Properties as of the date thereof, which accurately and completely sets forth in all material respects for each Lease is in full force such Lease, the following: the name of the tenant, the lease expiration date, extension and effect; renewal provisions, the base, additional and percentage rent payable, the security deposit held thereunder, the square footage, the building name, and suite location. (ii) Each Lease constitutes the tenants legal, valid and binding obligation of Borrower and, to the best of Borrower's knowledge and belief, is enforceable against the tenant thereof. To the best of Borrower's knowledge, except as disclosed in Schedule 5.1(ee)(ii), 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 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 of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; Property. (iii) all rents due and payable Except as disclosed in Schedule 5.1(ee)(iii), no tenant under any Lease has, as of the Leases have been date hereof, paid and no portion thereof has been paid for any period base rent more than thirty (30) days in advance; , and the rents under such Leases have not been waived, released, or otherwise discharged or compromised. (iv) Other than the rent payable ▇▇▇▇▇▇▇▇ Property and the GATX-Stockton Property, all work to be performed by Borrower under the 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. (v) Except as disclosed in Schedule 5.1(ee)(v), each tenant under a Lease is has entered into occupancy of the amount demised premises. (vi) Borrower has delivered to Lender true, correct and complete copies of fixed rent set forth all leases described in the Rent Roll. (vii) To the best of Borrower's knowledge and belief, and there each tenant is no claim free from bankruptcy, reorganization or basis arrangement proceedings or a general assignment for the benefit of creditors. (viii) No Lease provides any party with the right to obtain a claim by lien upon any of the tenant thereunder for an adjustment Properties superior 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 lien of the landlord Mortgages. (ix) No tenant under any Lease, and no event has occurred whichexcept as disclosed in Schedule 5.1(ee)(ix), is affiliated 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 thereunderGuarantor.

Leases. To Borrower’s KnowledgeThere are no leases, concessions or occupancy agreements in effect with respect to the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Real Property is not subject to any Leases other than the Leases described in listed on the Rent Roll or attached as SCHEDULE 3.13; and SCHEDULE 3.13 attached hereto is a complete and correct list of all Leases in effect on the title report delivered date of this Agreement. ▇▇▇▇▇▇▇▇ has not sent out any written notice of any default to Lender. Except any tenant under any Lease which has not been cured except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: SCHEDULE 3.13. To Borrower’s Knowledge▇▇▇▇▇▇▇▇' knowledge, (i) each Lease is in full force and effect; (ii) the tenants ▇▇▇▇▇▇▇▇ has performed all obligations required of it under all of the Leases have accepted possession and there remain no unfulfilled obligations 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 offsetsthe nonperformance of which could entitle a tenant to damages under such Lease or could cause ▇▇▇▇▇▇▇▇ to be in default under such Lease. Except as shown on SCHEDULE 3.13, 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 given written notice to ▇▇▇▇▇▇▇▇ of its intention to institute litigation with respect to any Lease which remains outstanding, there are no defaults on the part of the landlord under any Leasethat has not been dismissed, and no event ▇▇▇▇▇▇▇▇ has occurred which, not been served with the giving a citation notifying ▇▇▇▇▇▇▇▇ 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 litigation with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each respect to any Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person that 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 agreementnot been dismissed. None of the Leases contains any option to purchase and none of the rents or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents other amounts payable thereunder have been assigned assigned, pledged or pledged encumbered except to Lenderfor (a) any assignments, pledges or encumbrances which will be fully released on or before the Closing Date, and (b) the Existing Liens. The Rent Roll is true, correct and complete in all material respects as of the date shown in the Rent Roll and, to ▇▇▇▇▇▇▇▇' knowledge, there has been no other Person has material adverse change with respect to any interest therein of the items shown on the Rent Roll during the period from the date thereof to the date of this Agreement, except the tenants thereunderas shown thereon.

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 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 Mortgage 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 Mortgage 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 Mortgage Borrower or Operating Lessee; (viiih) Mortgage 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 Mortgage 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 Mortgage 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 Knowledge, The Mortgagor represents and warrants that: (i) the rent roll attached hereto as Schedule 3 Leases identified in the Real Property Officers’ Certificate are the only Leases in existence on the date hereof with respect 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 Mortgagor is the sole owner of all of the Mortgagor’s Interest in such Leases; (iv) to Lender in writing: To Borrowerthe best of Mortgagor’s Knowledgeknowledge, (i) 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 is enforceable against the Mortgagor and such Tenant in accordance with its terms; (v) there are is no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable 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 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) 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 either subordinate to the Loan Documents, either this Mortgage pursuant to its terms or pursuant is otherwise reasonably satisfactory 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 thereunderMortgagee.

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 Table of Contents nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.