Common use of Leases Clause in Contracts

Leases. 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

Leases. With respect to each Participating 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 -- – Tenant Diversification” and “Business and Properties – Existing Property Portfolio" ” in the Prospectus (the "“Leases"”) is accurate in all material respects and the information regarding the expiration dates of the Leases included under the caption “Business and Properties-Lease Expirations” is accurate in all material respects. The Entity Property Owner that owns fee or leasehold title to the underlying Participating Property (the "“Holder"”) holds the lessor's ’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, such Leases 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 ClosingClosing (“Estoppel”); 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 Contributors' ’ Knowledge, except as set forth in the Disclosure ScheduleSchedule or any Estoppel, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "“free" ” rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant or in such Tenant’s Estoppel and no tenant under any 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 ClosingEstoppel; 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 share 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 ClosingEstoppel; no assignment of the Holder's Property Owner’s rights under any Lease is in effect on the 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 ClosingEstoppel, 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 the Contributors' ’ Knowledge, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel, all material obligations of the lessor lessors under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' ’ Knowledge, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings. To Contributors’ Knowledge, the Disclosure Schedule lists all material leasing or brokerage agreements between each Property Owner and any third party broker pursuant to which a Property Owner has or will have liability for unpaid leasing commissions in connection with the Leases, and each Property Owner has performed or satisfied all material obligations as the owner of its Property owed through the date hereof under each applicable leasing or brokerage agreement.

Leases. With respect Attached hereto as Exhibit “D” is a complete list setting forth all leases in effect relating to each the Property and all modifications and amendments to such leases (such leases, as modified and amended, being herein collectively referred to as the “Leases” or individually as “Lease”). Seller has delivered to Purchaser complete and accurate copies of all of the Leases. Seller is the “landlord” under all of the Leases and owns unencumbered legal and beneficial title to all of the Leases and the rents and other income thereunder, subject only to the collateral assignment of the Leases and rents thereunder in favor of the holder of an existing mortgage or deed of trust encumbering the Property, which mortgage or deed of trust shall be cancelled and satisfied by Seller at the information regarding Closing. The lessees or tenants identified in the leasesLeases are hereinafter collectively referred to as “Tenants” or individually as “Tenant”. To the best of Seller’s knowledge, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced there are no existing or uncured defaults by any Tenant or Seller under the captions "Business and Properties--Leases. No Tenant Diversification" and "Business and Properties -- Existing Portfolio" has prepaid rent for more than the current month under such Tenant’s Lease, or is entitled to any special work (not yet performed) or consideration (not yet given) in the Prospectus connection with its tenancy, except for a tenant improvement allowance of $617,380 owed to BFS (the "Leases"“BFS Allowance”) is accurate and any improvements or allowances in all material respectsconnection with BFS’ election to expand its premises. The Entity that owns fee All commissions currently due and payable under, relating to, or leasehold as a result of the Leases have been cashed-out and paid and satisfied in full by Seller or by Seller’s predecessor in title to the underlying Property (the "Holder") holds the lessor's interest under such Leases; Property, and no further commissions shall be due or payable as a true and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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; the Holder, as lessor under such Leases, has not received any notice that it is in default result of any Lease or any extension of its obligations under such Leases beyond the term of any applicable grace period which has not been cured; Lease or any expansion of the space leased thereunder pursuant to Contributors' Knowledge, except as set forth any option contained in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 disclosed on the 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsExhibit “E”.

Leases. With (a) The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Asset required to be delivered as a part of the Eligible Real Estate Qualification Documents. An accurate and complete Rent Roll as of the date of inclusion of each Borrowing Base Asset in Borrowing Base Availability with respect to each Propertyall Leases of any portion of the Borrowing Base Asset has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole leases or licenses or other agreements pertaining to the occupancy or use of space at such Borrowing Base Asset and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.21, no tenant under any Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of the due date of such payment. Except as set forth in Schedule 6.21, the information regarding Leases reflected therein are, as of the leasesdate of inclusion of the applicable Borrowing Base Asset in Borrowing Base Availability, 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, such Leases are in full force and effecteffect in accordance with their respective terms, without basic rental payments or other payments to the landlord thereunder being in default beyond any applicable cure period or, to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or, 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; 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 Contributors' Knowledge, except as expressly set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, applicable Leases or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 amendments thereto relating 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 Agent as required by its Lease this Agreement, tenant improvement allowances, contributions or that landlord construction obligations available to 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 rentthereunder, 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 date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth reflected in Schedule 6.21, neither the Disclosure ScheduleBorrower nor any Guarantor has given or made, the Prospectus any notice of any payment or in other material default, or any estoppel certificate made available claim, which remains uncured or delivered to the Operating Partnership prior to the Closingunsatisfied, with respect to any Leases entered into of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by such Holderany tenant. Except as reflected in Schedule 6.21, no brokerage commissions will be due upon property, other than the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Borrowing Base Asset which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect to each Property, the information regarding the There are no other leases, licenses, tenanciessubleases, occupancy agreements or other agreements for the use, possession agreements or occupancy of any portions of the Real Property, other than those listed on Exhibit L attached to this Agreement. Exhibit L contains a true, correct and occupancy agreements with complete list of all currently existing Leases at the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") Property to which any Seller 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 Leasesa party; a full, true and complete copy copies of all such Leases and all amendments and guarantees relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Operating Partnership; to Contributors' KnowledgeDocuments). To Seller's knowledge, such Leases are each Lease is in full force and effect, and except as indicated otherwise shown on Exhibit L, to Seller's knowledge, no rent or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. Exhibit L sets forth a true and correct listing of all security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by the Disclosure Scheduletenants under the Leases. Except as shown in Exhibit L, Seller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor has Seller received any written notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the Prospectus rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any estoppel certificate made available or delivered manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which is to the Operating Partnership prior to be repaid by Seller and released as of the Closing; . Except as described on Exhibit L, no tenant has given written notice to Seller of any default or offsets, claims or defenses available to it. The only Tenant Inducement Costs in the Holder, nature of tenant improvement costs for space currently being leased under any Leases in effect as lessor of the date hereof (whether in the form of direct payments therefor required of Seller or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, has not received in any notice that it is in default of any of its obligations such case which may hereafter be payable under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except or with respect to the extent such default would not have a Material Adverse Effect; fixed rent Leases (and additional rent are being billed to the tenants excluding, in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any event any such Lease claims a right to any of the foregoing, except as set forth Tenant Inducement Costs which may arise in the Disclosure Schedule, the Prospectus connection with expansions or in any estoppel certificate made available lease renewals/extensions hereafter occurring under 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings) are identified in Exhibit L hereto.

Leases. With The Borrower shall adopt and shall cause the Bermudian Remarketing Servicer to utilize the pro forma lease in the form provided to the Borrower on the Initial Closing Date as such pro forma lease agreement or agreements may be revised for purposes of the ACS Bermuda Group specifically or generally from time to time by the Bermudian Remarketing Servicer (the “Bermudian Remarketing Servicer’s Pro Forma Lease”) in a manner consistent with the Bermudian Remarketing Servicer’s “Standard of Care” and the Bermudian Remarketing Servicer’s “Conflicts Standard” (as each term is defined in the Bermudian Remarketing Services Agreement), for use by the Bermudian Remarketing Servicer on behalf of the Borrower, any ACS Bermuda Subsidiary as a starting point in the negotiation of Future Leases with Persons who are not ACS Bermuda Group Members; provided, however, that with respect to any Future Lease entered into in connection with (x) the renewal or extension of an Initial Lease, (y) the leasing of an Aircraft to a Person that is or was a Lessee under an Initial Lease or (z) the leasing of an Aircraft to a Person that is or was the lessee under an operating lease of an aircraft that is being managed or serviced by the Bermudian Remarketing Servicer (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to such Initial Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by the Bermudian Remarketing Servicer in lieu of the Bermudian Remarketing Servicer’s Pro Forma Lease on behalf of the Borrower or any ACS Bermuda Subsidiary as a starting point in the negotiation of such Future Lease with Persons who are not ACS Bermuda Group Members and provided further, however, that if the Board determines, in an annual review of the Bermudian Remarketing Servicer’s Pro Forma Lease on or before each Propertyanniversary of the relevant Closing Date, that any revision to the information regarding Bermudian Remarketing Servicer’s Pro Forma Lease made from time to time since the leasespreceding review by the Board (or, licenseswith respect to the first anniversary of the Initial Closing Date, tenancies, possession agreements and occupancy agreements since the Initial Closing Date) is substantially inconsistent with the tenants referenced under core lease provisions of 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, such Leases 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; 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 Contributors' Knowledge, except as Borrower set forth in Exhibit F to this Intercreditor Agreement (as such provisions may be amended from time to time, the Disclosure Schedule“Core Lease Provisions”) in a manner and to such a degree as to have a material adverse effect on the Holders, no tenant is taking into consideration, inter alia, such revision and any risk that the Aircraft might not be able to be leased on terms consistent with the provisions of the Bermudian Remarketing Servicer’s Pro Forma Lease without such revisions, then the Board shall direct the Bermudian Remarketing Servicer not to include such revision in default under the Bermudian Remarketing Servicer’s Pro Forma Lease to be used thereafter as the starting point in the negotiation of any Future Lease except with respect to the extent Aircraft. If the Board determines that any such default would revision to the Bermudian Remarketing Servicer’s Pro Forma Lease will not have a Material Adverse Effect; fixed rent material adverse effect on the Holders, then the Board shall (i) amend the applicable Core Lease Provisions to incorporate such revisions (ii) notify the Facility Agent and additional rent the Liquidity Facility Provider of any Future Lease entered into the terms of which are being billed materially less favorable from the point of view of the lessor than any of the Leases then in effect, including without limitation, changes to the tenants Core Lease Provisions; provided that every Lease shall contain the Core Lease Provisions and the Core Lease Provisions may not be amended without the prior written consent of the Facility Agent. The Borrower shall not enter into, and shall not permit any ACS Bermuda Subsidiary to enter into, any Future Lease the Rental Payments under which are denominated in a currency other than U.S. dollars unless the Borrower receives the prior written consent of the Facility Agent; provided, that the Borrower may enter any Future Lease the Rental Payments under which are denominated in euros if (a) the sum of the Adjusted Appraised Values as of the Payment Date immediately preceding any date of determination of each ACS Group Aircraft subject to leases the Rental Payments under which are denominated in euros does not exceed 10% of the sum of the Adjusted Appraised Values as of such Payment Date of all ACS Group Aircraft and (b) the currency exposure is hedged in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsBorrower’s hedging policy.

Leases. With Borrower represents and warrants to Lender with respect to each Propertythe Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the information regarding Property is not subject to any Leases other than the leasesLeases described in Schedule I, licenses, tenancies, possession agreements and occupancy agreements with (b) 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, such Leases identified on Schedule I are in full force and effect, effect and there are no defaults thereunder by either party except as indicated otherwise set forth in the Disclosure Schedule, the Prospectus or in any an estoppel certificate made available or executed by the applicable Tenant delivered to the Operating Partnership Lender prior to the Closing; date hereof, (c) the Holdercopies of the Leases delivered to Lender are true and complete in all material respects, 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 Contributors' Knowledge, and there are no oral agreements with respect thereto except as otherwise set forth in an estoppel certificate executed by the Disclosure Scheduleapplicable Tenant delivered to Lender prior to the date hereof, (d) no tenant Rent (including security deposits) has been paid more than one (1) month in advance of its due date except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (e) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (g) all security deposits are being held in accordance with Legal Requirements, (h) neither the landlord nor any Tenant is in default under any Lease except to of 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent Leases except as otherwise set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any an estoppel certificate made available or executed by the applicable Tenant delivered to the Operating Partnership Lender prior to the Closingdate hereof; the Holder (i) Borrower has received no written knowledge of any notice that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease termination 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 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, default 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 Lease; (j) Borrower has not assigned or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under pledged any of the Leases, the rents or any interests therein except to Lender; (k) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property (other than the Stop and Shop Lease, which right of first refusal has been waived by Stop and Shop pursuant to that certain Notice of Waiver of Right of First Refusal dated October 28, 2004); (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; and (m) all existing Leases is presently are subordinate to the subject of any voluntary Mortgage either pursuant to their terms or involuntary bankruptcy a recordable subordination agreement delivered concurrently herewith, or insolvency proceedingsdelivered hereafter as approved by Lender.

Leases. With respect (i) All Leases and all renewals of Leases executed after the date hereof shall (A) provide for rental rates comparable to each Propertyexisting local market rates for similar properties, the information regarding the leases(B) be on commercially reasonable terms, 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"C) provide that such Lease is accurate in all material respects. The Entity that owns fee or leasehold title subordinate to the underlying Property (Deed of Trust, that the "Holder") holds the lessor's interest under such Leases; lessee will attorn to Lender and any purchaser at a true and complete copy of all such Leases have been made available foreclosure sale, provided that Lender or purchaser at a foreclosure sale agrees to the Operating Partnership; to Contributors' Knowledge, non-disturbance of such Leases are Lease so long as the tenant thereto pays all rents and other charges as specified in full force such Lease and effect, except as indicated is not otherwise 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, as lessor under such Leases, has not received any default (beyond applicable notice that it is in default and cure periods) of any of its obligations and covenants pursuant to the Lease, and (D) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Leases over 10,000 square feet (“Major Leases”) and all other Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed. In connection with any renewal, amendment or modification executed after to any Major Lease or Lease, Borrower shall submit to Lender a term sheet (the “Term Sheet”) identifying the proposed tenant, the proposed leased space, term, rent, tenant options, free rent periods, tenant improvement allowances, and other tenant concessions, and all other material economic terms of such Leases beyond proposed lease, together with all information and materials regarding the financial status, creditworthiness, and reputation of such proposed tenant, and any applicable grace period which has other information regarding the proposed lease and tenant as Lender shall reasonably request. If such Lease is not been cured; a Qualified Lease (a “Non-Qualified Lease”) pursuant to Contributors' Knowledgethis Section 8(r), except as Lender shall either approve or disapprove such proposed lease within five (5) Business Days after delivery to Lender of the Term Sheet together with all other materials required to be delivered to Lender hereunder or requested by Lender. If Lender fails to approve or reject the proposed Non-Qualified Lease within such five (5) Business Day period, such proposed lease shall be deemed approved by Lender, provided the Term Sheet was delivered to Lender accompanied by a notice stating in bold face type: “THIS IS A REQUEST FOR LEASE APPROVAL. IF LENDER FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS, THE LEASE WILL BE DEEMED APPROVED.” If Lender approves (or is deemed to have approved) a Term Sheet, Borrower may thereafter execute a lease with such proposed tenant provided that (i) such lease is upon the terms set forth in the Disclosure ScheduleTerm Sheet in all material respects, and (ii) such lease is on the standard lease form approved by Lender with no material adverse modifications (except as approved by Lender). Such lease form shall provide that the tenant is in default under shall attorn to Lender, and that any Lease except cancellation, surrender, or amendment of such lease without the prior written consent of Lender shall be voidable by Lender. Notwithstanding anything 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth contrary contained in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingLoan Documents, 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 Lender’s approval shall not be 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 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 respect to any proposed future Leases entered into or Lease extensions or amendments (each, a “Qualified Lease”) if the following conditions are satisfied: (1) there exists no Event of Default; (2) the lease is on the standard lease form approved by Lender with no material adverse modifications; (3) the lease does not conflict with any restrictive covenant affecting the Property or any other lease for space in the Property; (4) the leased premises, when combined with all other space in the Property leased to the same tenant or any Affiliate thereof, is less than 5,000 rentable square feet, (5) loan disbursements for leasing costs for such Holderlease shall not exceed $500,000, no brokerage commissions will be due upon (6) the failure of any tenant under any such Lease lease is not an Affiliate of Borrower and such lease is on terms which are arm’s-length and commercially reasonable given then-current market conditions, and (7) Borrower delivers to exercise any cancellation right granted in Lender within five (5) Business Days after its Lease or upon any extension or renewal execution of such Leases. To lease (i) a fully executed copy of such lease (as amended) certified by Borrower as true and complete, and (ii) a certificate of Borrower certifying that the Contributors' Knowledge, lease (as amended) satisfies all material obligations of the lessor under the Leases that have accrued conditions of this Section 8(r) to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsqualify as a Qualified Lease.

Leases. With respect (a) Mortgagor covenants and agrees that it shall not enter into any Lease affecting the lesser of (x) ten percent (10%) of the gross leaseable area of the Improvements and (y) 10,000 square feet or more of the Mortgaged Property or having a term of ten (10) years or more without the prior written approval of Mortgagee, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to each PropertyMortgagee in writing and Mortgagor shall furnish to Mortgagee (and any loan servicer specified from time to time by Mortgagee): (i) such biographical and financial information about the proposed Tenant as Mortgagee may require in conjunction with its review, (ii) a copy of the information regarding proposed form of Lease and (iii) a summary of the leasesmaterial terms of such proposed Lease (including, licenseswithout limitation, tenancies, possession agreements rental terms and occupancy agreements the term of the proposed lease and any options). It is acknowledged that Mortgagee intends to include among its criteria for approval of any such proposed Lease the following: (i) such Lease shall be with a bona-fide arm’s-length Tenant; (ii) the terms of such Lease shall comply 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, such Leases 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; 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 Contributors' Knowledge, except as requirements set forth in paragraphs (b) and (c) below; and (iii) such Lease shall provide that the Disclosure Schedule, no tenant is in default under Tenant pays for its expenses. Failure of Mortgagee to approve or disapprove any such proposed Lease except within fifteen (15) business days after receipt of such written request and all the documents and information required to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed be furnished to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease Mortgagee with such tenant and no tenant under any such Lease claims a right to any of request shall be deemed approved, provided that the foregoing, except as set forth in written request for approval specifically mentioned 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingssame.

Leases. With Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each Propertyleased location or public warehouse where any Collateral is or may be located, except for such payments or other obligations that (a) relate to closed Stores (including, without limitation, Stores owned by the J. Xxxx Entities) where no Collateral included in the calculation of the Borrowing Base most recently delivered by the Borrower Representative to the Agent is or may be located or (b)(i) are either (1) being contested in good faith by appropriate proceedings or (2) the subject of a good faith, bona fide dispute related to the leased premises (including such payments and such obligations that are the subject of an xxxxxxx internal review by such Credit Party in the determination of whether a good faith, bona fide dispute exists with respect to such payments and such obligations) consistent with the practices of the Borrowers and their Subsidiaries on the Closing Date, provided that, in the case of this clause (2), upon receipt of any notice of default under the applicable lease, the information regarding the leases, licenses, tenancies, possession agreements applicable Credit Party or Subsidiary of a Credit Party shall promptly pay 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, such Leases 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; the Holder, as lessor under such Leases, has not received any notice that it is in default of any of perform its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledgelease, irrespective of whether the bona fide dispute is then continuing, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except solely to the extent that (A) the continued failure to so pay or perform in connection with such default would good faith, bona fide dispute could not reasonably be expected to result in the termination of any such lease (provided that such Credit Party or such Subsidiary of a Credit Party shall promptly at the time the continued failure to so pay or perform could reasonably be expected to result in the termination of any such lease, either (x) commence a proceeding pursuant to clause (b)(i)(1) above, which proceeding shall seek to stay any such termination and such relief shall have been granted by the relevant court, or (y) deem the applicable Store subject to such lease a closed Store pursuant to clause (a) above (it being agreed that all Collateral located at such store shall be promptly excluded from the calculation of the Borrowing Base and the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent demonstrating the exclusion of such Collateral)) and (B) the failure to so pay or perform under such lease, individually or in the aggregate with all other leases which are the subject of a bona fide dispute, could not reasonably be expected to result in a Material Adverse Effect; fixed rent , and additional rent are being billed to the tenants (ii) in any case, for which adequate reserves in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 respect to any Leases entered into GAAP are being maintained 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsPerson.

Leases. With respect to each Property, the information regarding the There are no leases, licenses, tenancies, possession license agreements and or other occupancy agreements with for the tenants referenced under Property binding upon the captions "Business Purchaser or its successors other than the Leases described on the schedule of leases attached hereto as Exhibit B. The copies of the Leases delivered to Purchaser by or on behalf of Seller prior to the execution of this Agreement are true, accurate and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate complete in all material respects. The Entity that owns fee or leasehold title to respects as of 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' Knowledgedate hereof, such Leases are in full force and effecteffect and none of the Leases has been further modified, except as indicated otherwise in amended or extended. None of the Disclosure ScheduleLeases shall be further extended, the Prospectus modified or in any estoppel certificate made available or delivered to the Operating Partnership amended prior to Closing without the Closing; Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the Holdertenants, as lessor under such Leases, has not received any notice that it is in default under the Leases, and there are no other obligations of any of its obligations under such Leases beyond any applicable grace period which has not been cured; the landlord pertaining to Contributors' Knowledge, the Property except as expressly set forth in the Disclosure ScheduleLeases. To the knowledge of Seller, no tenant is in default under any Lease except to controversy, claim, dispute or disagreement exists between 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right parties to any of the foregoingLeases, 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 and no event 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 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 Closingoccurred which, with respect to any Leases entered into by such Holderthe giving of notice or the passage of time, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledgeboth, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants would constitute a default under any of the Leases. The Leases is presently are all in full force and effect. Neither the subject tenants under the Leases (the “Tenants”) nor any other person, firm or corporation has any right, option or agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal to purchase the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases as of the date hereof, and at Closing, there shall be no such commissions payable, whether with respect to the present terms thereunder or any renewals. There are no unperformed requirements under the Leases for the Seller to perform or fund the performance of any voluntary tenant build-out or involuntary bankruptcy or insolvency proceedingsimprovement work.

Leases. 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 Each Entity that owns fee or leasehold title to the underlying Property (the "Holder") holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of such Property (the "Leases; a "). A true and complete copy of all such Leases have been made available to the Operating PartnershipAcquirer; to Contributors' KnowledgeA&O's knowledge, such Leases are in full force and effect, except as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; 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 Contributors' KnowledgeA&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 EffectEffect with respect to the applicable Holder; fixed rent and additional rent are is being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant 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 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 rent or other charges billed to it, except as set forth in Section 2.2(j) of 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 date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, 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 the Contributors' KnowledgeA&O's knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

Leases. 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, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or Borrower has delivered to the Operating Partnership prior Agent (i) true copies of the forms of the Leases used by the Borrower at the Mortgaged Properties as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments or other agreements thereto relating to the Closing; Mortgaged Properties as of the Holder, date of inclusion of the Mortgaged Property in the Collateral. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as lessor under such Leases, has not received any notice that it is of the date of inclusion of the Mortgaged Property in default the Collateral with respect to all Leases of any portion of its obligations under 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 beyond any applicable grace period which was entered into as the result of arms-length negotiation and has not been cured; to Contributors' Knowledgemodified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except a separate written certification delivered to Agent prior to the extent acceptance of such default would not have a Material Adverse Effect; fixed rent Mortgaged Property as Collateral, and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" any free rent, partial rent, rebate of rent concessionspayments, rebatescredit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or reduced or altered rent abatementsas a result of the operation of any co-tenancy or similar clause, set-offsexcept as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral, (a) the Leases reflected in the Rent Roll are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantors nor any of their respective Subsidiaries has given or made any notice of any payment or other material default, or offsets against any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and (b) no tenant under any Lease has a currently effective right to terminate its Lease as a result of the operation of any co-tenancy or similar clause. The separate written certification delivered to Agent prior to the acceptance of such Mortgaged Property as Collateral accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month’s rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the Borrower, the Guarantors 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 or provided for in a manner satisfactory to the Agent except as set forth in the Lease with separate written certification delivered to Agent prior to the acceptance of such tenant and no tenant under any such Lease claims a right to Mortgaged Property as Collateral. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantors or any of their respective Subsidiaries in respect of the foregoing, Leases except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or separate written certification delivered to the Operating Partnership Agent 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 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 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 acceptance of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsMortgaged Property as Collateral.

Leases. 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, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or Borrower has delivered to the Operating Partnership prior Agent (i) true copies of the forms of the Leases used by the Borrower at the Collateral Property as of the date hereof and (ii) true, correct and complete copies of the Leases and any amendments or other agreements thereto relating to the Closing; Collateral Property as of the Holder, date of inclusion of the Collateral Property in the Collateral. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as lessor under such Leases, has not received any notice that it is of the date of inclusion of the Collateral Property in default the Collateral with respect to all Leases of any portion of its obligations under the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases beyond any applicable grace period which was entered into as the result of arms-length negotiation and has not been cured; to Contributors' Knowledgemodified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except a separate written certification delivered to Agent prior to the extent acceptance of such default would not have a Material Adverse Effect; fixed rent Collateral Property as Collateral, and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" any free rent, partial rent, rebate of rent concessionspayments, rebatescredit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or reduced or altered rent abatementsas a result of the operation of any co-tenancy or similar clause, set-offsexcept as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral. There are no occupancies, rights, privileges or licenses in or to the Collateral Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Collateral Property. Except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral, (a) the Leases reflected in the Rent Roll are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantors nor any of their respective Subsidiaries has given or made any notice of any payment or other material default, or offsets against any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and (b) no tenant under any Lease has a currently effective right to terminate its Lease as a result of the operation of any co-tenancy or similar clause. The separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month’s rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the Borrower, the Guarantors 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 or provided for in a manner satisfactory to the Agent except as set forth in the Lease with separate written certification delivered to Agent prior to the acceptance of such tenant and no tenant under any such Lease claims a right to Collateral Property as Collateral. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantors or any of their respective Subsidiaries in respect of the foregoing, Leases except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or separate written certification delivered to the Operating Partnership Agent 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 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 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 acceptance of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsCollateral Property as Collateral.

Leases. With Borrower represents and warrants to Lender with respect to each Propertythe Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the information regarding Property is not subject to any Leases other than the leasesLeases described in Schedule I, 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"b) 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Scheduleestoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no tenant is Rent (including security deposits) has been paid more than one (1) month in default under advance of its due date, (e) except as otherwise disclosed on Schedule I, any Lease except free rent or other allowances required to the extent be given by Borrower to any Tenant has already been received by such default would not have a Material Adverse Effect; fixed rent and additional rent Tenant, (f) all security deposits are being billed to the tenants held in accordance with the LeasesLegal Requirements, as applicable; (g) Borrower has no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, knowledge of any notice of termination or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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, default with respect to any Leases entered into by such HolderLease, 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 (h) Borrower has not assigned or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under pledged any of the Leases Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is presently not a Major Lease has the subject right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any voluntary sublease or involuntary bankruptcy or insolvency proceedingsother occupancy agreement to which Borrower is not a party.

Leases. With An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property in the Collateral (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, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in each PropertyRent Roll, 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, such Leases reflected therein 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants 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 LeasesBorrower, as applicable; no tenant is entitled to "free" rentthe Guarantor nor any of their respective Subsidiaries has given or made, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by such Holderand security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the 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 or provided for in a manner satisfactory to the Agent. No material leasing, brokerage commissions will be or like commissions, fees or payments are due upon from the failure Borrower, the Guarantor or any of any tenant under any such Lease to exercise any cancellation right granted their respective Subsidiaries in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations respect of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLeases.

Leases. With respect The Borrowers have delivered to the Agent true and complete copies of the Leases and any amendments thereto relating to each Property, Mortgaged Property required to be delivered as a part of the information regarding Eligible Real Estate Qualification Documents as of the leases, licenses, tenancies, possession agreements date hereof. An accurate 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 complete Rent Roll in all material respectsrespects as of the date of inclusion of each Mortgaged Property in the Collateral with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Entity that owns fee Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or leasehold title licensing of space at such Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy any free rent, partial rent, rebate of all rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases have been made available to or such Rent Roll. Except as set forth in Schedule 6.22, the Operating Partnership; to Contributors' KnowledgeLeases reflected therein are, such Leases are as of the date of inclusion of the applicable Mortgaged Property in the Collateral, 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with the Leasestheir respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as applicable; reflected in Schedule 6.22, no tenant is entitled to "free" rentBorrower has given or made, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into of the Leases, and to the best of the knowledge and belief of the Borrowers, there is no basis for any such claim or notice of default by such Holder, any tenant which would result in a Material Adverse Effect. Borrower knows of no brokerage commissions will be due upon condition which with the failure giving of notice or the passage of time or both would constitute a default on the part of any tenant with respect to the material terms under any such Lease to exercise any cancellation right granted in its a Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor respective Borrower as landlord under the Lease. No security deposit or advance rental or fee payment has been made by any lessee or licensor under the Leases that have accrued to except as may be specifically designated in the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any copies of the Leases furnished to the Agent. No property other than the Mortgaged Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect to each Property, The Company holds the information regarding the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under of the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus Property (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 A true and complete copy of all such Leases have been made available to the Operating PartnershipAcquirer; to Contributorsthe Owners' Knowledgeknowledge, such Leases are in full force and effect, except as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the HolderCompany, 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 Contributorsthe Owners' Knowledgeknowledge, 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 EffectEffect with respect to the Company; fixed rent and additional rent are is being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant 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 Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder Company 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 rent or other charges billed to it, except as set forth in Section 2.2(j) of 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 HolderCompany's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, Schedule with respect to any Leases entered into by such Holderthe Company, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the ContributorsOwners' Knowledgeknowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

Leases. With respect To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (b) each Borrower is the owner and lessor of the landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the information regarding the leases, licenses, tenancies, possession agreements same except under 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 pursuant to the underlying Property (the "Holder") holds the lessor's interest under provisions of such Leases; a true and complete copy of , (d) all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder, (e) the copies of the commercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, except as indicated otherwise in (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedulepremises demised thereby, no such commercial tenant is in default holds its leased premises under any Lease assignment or sublease, nor does anyone except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease claims a right or otherwise to purchase all or any part of the foregoingProperty of which the leased premises are a part, 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 and (k) no written notice that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease has any right 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 option for additional space 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsImprovements.

Leases. With respect (a) All Leases and other rental arrangements shall in all respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no material modifications (except as approved by Lender). Such Lease form shall provide that (i) the Lease is subordinate to each Propertythe Mortgage, (ii) the information regarding tenant shall attorn to Lender, provided Lender has agreed not to disturb tenant’s occupancy of its lease, and (iii) that any cancellation, surrender, or amendment of such Lease without the leasesprior written consent of Lender shall be voidable by Lender. Within ten (10) days after Lender’s request, licensesBorrower shall furnish to Lender a statement of all tenant security deposits, tenanciesand copies of all Leases not previously delivered to Lender, possession agreements certified by Borrower as being true and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" correct. Notwithstanding anything contained in the Prospectus Loan Documents, Lender’s approval shall not be required for future Leases or Lease extensions or modifications if the following conditions are satisfied: (A) there exists no Default or Event of Default; (B) the "Leases") Lease is accurate in all on the standard Lease form approved by Lender with no 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, such Leases are in full force and effectmodifications, except as indicated otherwise for commercially reasonable changes agreed to in the Disclosure Scheduleordinary course of Borrower’s business, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holderprovided, as lessor under such Leaseshowever, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, there shall be no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right material modification to any of the foregoingprovisions with regard to subordination and attornment, except as set forth in the Disclosure Schedule, the Prospectus estoppels and other such certificates or in any estoppel certificate made available liability 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 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, indemnification clauses with respect to landlord without Lender’s prior written consent; (C) the Lease does not conflict with any Leases entered into by such Holderrestrictive covenant affecting the Property or any other Lease for space in the Property; (D) the Lease is not and would not be, no brokerage commissions will be due upon the failure of any tenant under after any such extension or modification, a Major Lease; (E) the Lease shall provide for rental rates and landlord concessions comparable to exercise any cancellation right granted existing local market rates, shall be an arms length transaction and in no event be with an Affiliate of Borrower, and shall be established pursuant to the Leasing Guidelines attached hereto as Schedule IV; (F) the Lease shall be to a tenant which Borrower, in its professional and commercially reasonably judgment, has determined is creditworthy; (G) the Lease shall not contain any options or upon any right of renewal, extension or expansion by tenant at rental rates which are below reasonably comparable market rates at the time such Lease is to be executed; and (H) the Lease is for a term of not more than ten (10) years, exclusive of renewal of options or rights, which together with the initial term shall not exceed fifteen (15) years). Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed hereto as Schedule IV to Tenants under future commercial Major Leases approved by Lender promptly upon request with such Leases. To the Contributors' Knowledgecommercially reasonable changes as may be requested by Tenants, all material obligations of the lessor under the Leases that have accrued from time to the date hereof have been performed or satisfied. To Contributors' Knowledgetime, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsand which are reasonably acceptable to Lender.

Leases. With (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Borrower shall submit to Lender, for Lender’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Borrower plans to use in leasing space in the Improvements or at the Property. All such Leases of space in the Improvements or at the Property shall be on terms consistent with the terms for similar leases in the market area of the Premises, shall provide for free rent only if the same is consistent with prevailing market conditions, shall provide for market rents then prevailing in the market area of the Premises and substantially all of the Leases at the Property shall be for a term of not less than six (6) months or greater than one (1) year. Such Leases may also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to Lender for Lender’s approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within ten (10) days after a request by Lender to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the Property, the information regarding terms of their respective Leases, the leasesspaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit, licensesif any. Upon the request of Lender, 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 Borrower shall deliver to the underlying Property (the "Holder") holds the lessor's interest under such Leases; Lender a true and complete copy of all each such Leases have been made available Lease. Borrower shall not do or suffer to the Operating Partnership; to Contributors' Knowledge, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in be done any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offsact, or offsets against rent except as set forth omit to take any action, that might result in a default by the Lease with such tenant and no tenant landlord, lessor or licensor under any such Lease claims a right or allow the Tenant thereunder to any withhold payment of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus rent or in any estoppel certificate made available cancel or delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that any tenant under terminate same and shall not further assign 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 Rents and Profits. Borrower, at no cost or expense to Lender, shall enforce, short 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 Scheduletermination, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment performance and observance of each and every condition and covenant of each of the Holder's rights parties under such Leases and Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any Lease is in effect on the 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants rent payable under any of the Leases is presently except to the subject extent consistent with prudent collection practices. Notwithstanding the foregoing, at any time and from time to time, Lender shall be entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, modify any of the Leases, terminate or accept the surrender of any voluntary Leases, waive or involuntary bankruptcy release any other party from the performance or insolvency proceedingsobservance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Borrower represents, warrants and covenants that no Rents have been anticipated, discounted, released, waived, compromised or otherwise discharged, except for prepayment of rent of not more than one (1) month prior to the accrual thereof, except for prepayments for up to thirty percent (30%) of the Leases at the Property consistent with sound and customary leasing practices for similar properties in the community in which the Property is located.

Leases. With respect to each Property, The Entity holds the information regarding the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under of the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus Property (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 A true and complete copy of all such Leases have been made available to the Operating PartnershipAcquirer; to the Contributors' Knowledgeknowledge, such Leases are in full force and effect, except as indicated otherwise in Section 2.2(k) the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the HolderEntity, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Contributors' Knowledgeknowledge, except as set forth in Section 2.2(k) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse EffectEffect with respect to the Entity; fixed rent and additional rent are is being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in Section 2.2(k) of the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder Entity 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 rent or other charges billed to it, except as set forth in Section 2.2(k) of 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 HolderEntity's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in Section 2.2(k) of the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, Schedule with respect to any Leases entered into by such Holderthe Entity, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledgeknowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

Leases. With respect Borrower covenants and agrees that it shall not enter into any Lease (i) affecting 6,000 square feet or more of the Property or (ii) having a term of five (5) years or more (inclusive of any renewals or extensions) (each, a “Major Lease”) without the prior written approval of Lender, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to each PropertyLender in writing and shall state that, pursuant to the terms of this Mortgage, failure to approve or disapprove such proposed Lease within fifteen (15) business days is deemed approval and Borrower shall furnish to Lender (and any loan servicer specified from time to time by Lender): (i) such biographical and financial information regarding about the leasesproposed Tenant as Lender may reasonably require in conjunction with its review, licenses(ii) a copy of the proposed form of Lease, tenanciesand (iii) a summary of the material terms of such proposed Lease (including, possession agreements without limitation, rental terms and occupancy agreements the term of the proposed lease and any options). It is acknowledged that Lender intends to include among its criteria for approval of any such proposed Lease the following: (i) such Lease shall be with the tenants referenced under the captions "Business a bona-fide arm’s-length Tenant; (ii) such Lease shall not contain any rental or other concessions which are not then customary and Properties--Tenant Diversification" reasonable for similar properties and "Business and Properties -- Existing Portfolio" Leases in the Prospectus market area of the Premises; (iii) such Lease shall provide that the "Leases"Tenant pays for its expenses; (iv) is accurate in all material respects. The Entity that owns fee or leasehold title to the underlying Property (rental shall be at least at the "Holder") holds the lessor's interest under such Leases; a true market rate then prevailing for similar properties and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are in full force and effect, except as indicated otherwise leases in the Disclosure Schedule, market areas of the Prospectus Premises; and (v) such Lease shall contain subordination and attornment provisions in form and content reasonably acceptable to Lender. Failure of Lender to approve or in disapprove any estoppel certificate made available or delivered such proposed Lease within fifteen (15) business days after receipt of such written request and all the documents and information required to the Operating Partnership prior be furnished to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease Lender with such tenant and no tenant under any such Lease claims a right to any of request shall be deemed approval, provided that the foregoing, except as set forth in written request for approval specifically mentioned 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingssame.

Leases. With respect The Borrowers have delivered to the Agent true and complete copies of the Leases and any amendments thereto relating to each Property, Collateral Property required to be delivered as a part of the information regarding Eligible Real Estate Qualification Documents as of the leases, licenses, tenancies, possession agreements date hereof. An accurate 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 complete Rent Roll in all material respectsrespects as of the date of inclusion of each Collateral Property in the Collateral with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Entity that owns fee Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole material agreements relating to leasing or leasehold title licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy any free rent, partial rent, rebate of all rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases have been made available to or such Rent Roll. Except as set forth in Schedule 6.22, the Operating Partnership; to Contributors' KnowledgeLeases reflected therein are, such Leases are as of the date of inclusion of the applicable Collateral Property in the Collateral, 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect 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 except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, as applicable; and to the best of the knowledge and belief of the Borrowers and the Subsidiary Guarantors, there is no basis for any such claim or notice of default by any tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to case of any of the foregoing, except as set forth those matters which would not result in a Material Adverse Effect. Borrower knows of no condition which with the Disclosure Schedule, giving of notice or the Prospectus passage of time or in any estoppel certificate made available or delivered to both would constitute a default on the Operating Partnership prior to the Closing; the Holder has received no written notice that part of 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 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant material terms under any such Lease to exercise any cancellation right granted in its a Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor respective Borrower as landlord under the Lease, which would result in a Material Adverse Effect. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any lessee or licensor under the Leases that have accrued to except as may be specifically designated in the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No property other than the Collateral Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With (a) All Major Leases and all renewals of Major Leases executed after the date hereof with respect to each the Real Property shall (i) be subject to the Approved Annual Budget with respect to such Individual Property, the information regarding the leases(ii) provide for economic terms, licensesincluding rental rates, tenanciescomparable to existing local market rates for similar properties, possession agreements (iii) be on commercially reasonable terms, (iv) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (v) have a term of not more than fifteen (15) years, including all extensions and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" renewals (unless Lender approves in the Prospectus writing a longer term), (the "Leases"vi) provide that such Major Lease is accurate in all material respects. The Entity that owns fee or leasehold title subordinate to the underlying Property related Mortgage and the related Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (the "Holder"vii) holds the lessor's interest under such Leases; a true and complete copy of all such Leases have been made available be to the Operating Partnership; to Contributors' KnowledgeTenants that are creditworthy, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants (viii) be written substantially in accordance with the Leasesstandard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), as applicable; no tenant is entitled (ix) not be to "free" rentan Affiliate of any Borrower Entity or any Mortgagor, rent concessionsand (x) not contain any option to purchase, rebatesany right of first refusal to purchase, rent abatementsany right to terminate (except in the event of the destruction or condemnation of substantially all of the Real Property), setany requirement for a non-offsdisturbance or recognition agreement, or offsets against rent except as set forth any other terms which would adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval or criteria pre-established by Lender in writing. To the Lease with such tenant extent a Borrower Entity has a consent right under the applicable Major Lease, Borrower shall not, and no tenant under shall not permit any such Lease claims a right Borrower Subsidiary to, permit or consent to any assignment or sublease of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus any Major Lease without Lender’s prior written approval (other than assignments 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 subleases expressly permitted under any Lease is in effect on pursuant to a unilateral right of the date hereof other than collateral assignments Tenant thereunder not requiring the consent of any Borrower Entity). Lender, at each Borrower Entity’s sole cost and expense, shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to secure mortgage or mezzanine indebtedness; and, except as set forth in the Disclosure Schedule, the Prospectus or in Tenants under any estoppel certificate made available or delivered to the Operating Partnership prior to the Closingfuture Major Lease approved by Lender upon request, with respect to any Leases entered into such commercially reasonable changes as may be requested by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease Tenants and which are reasonably acceptable to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLender.

Leases. With respect to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced Seller shall perform all obligations of landlord under the captions "Business Leases and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" enforce the Leases against the Tenants thereunder in accordance with their respective terms. Seller shall have the right to continue to offer the Property for lease in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title same manner as prior hereto pursuant to its normal course of business and, shall keep Purchaser reasonably informed as to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy status of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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 leasing prior to the Closing; Closing Date. Seller shall not, from and after the Holderdate hereof undertake any of the following without the prior written consent of Purchaser, as lessor which consent may be withheld in Purchaser’s sole discretion: (i) modify, renew (except pursuant to the exercise by a Tenant of a renewal, extension or expansion option contained in such Tenant’s Lease, and in accordance with the terms of such Tenant’s Lease, which shall not require the prior written approval of Purchaser), grant any material consent or waive any material rights under such the Leases, has not received (ii) exercise any notice that it is in default remedy under any Lease, including without limitation to terminate a Lease, (iii) enter into a New Lease, or (iv) accept a surrender or consent to the termination or cancellation of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' KnowledgeLease by the Tenant thereunder, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed landlord is obligated to the tenants do so in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any terms of 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 law. Notwithstanding the foregoing clause (i)-(iv), Seller may enter into the lease amendments and New Leases set forth on Schedule 7.4 (with the costs of such transactions paid by Purchaser pursuant to Section 3.2.7(2)). In the event that Purchaser fails to respond to a written request for approval made at any time during the term of this Agreement within five (5) Business Days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed Tenant, if the intended action is the execution of a new tenant lease, the request shall be deemed approved. If Purchaser approves or is deemed to approve of Seller’s entering into a New Lease or that and such lease is thereafter fully executed, then any tenant under Leasing Costs incurred in connection with such New Lease shall be the responsibility of Purchaser and shall be apportioned at the Closing in accordance with the provisions of Section 3.2.7. Upon Seller’s execution and delivery of any such lease approved by Purchaser, the same shall be deemed to be a New Lease contests its pro rata shares for all purposes under this Agreement. Seller shall diligently, to the extent commercially practicable, perform all of tax increases the Tenant Improvement Work and shall cause all such Tenant Improvement Work to be completed as and when required by its Lease or that any tenant contests any rentthe Leases; provided, escalation or other charges billed to ithowever, except as set forth that, in the Disclosure Scheduleevent that date for completion of such Tenant Improvement Work is later than the Closing Date, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment Seller shall complete as much of the Holder's rights under any Lease Tenant Improvement Work as is in effect on necessary to ensure that the remaining Tenant Improvement Work can reasonably be completed following the Closing Date by the 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 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 the Contributors' Knowledge, all material obligations of the lessor required under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsapplicable Lease.

Leases. With (i) The Issuer shall adopt and shall cause the Servicer to utilize the pro forma lease in the form provided to the Issuer on the Initial Closing Date as such pro forma lease agreement or agreements may be revised for purposes of the Issuer Group specifically or generally from time to time by the Servicer (the “Servicer’s Pro Forma Lease” in a manner consistent with the Servicer’s “Standard of Care” and the Servicer’s “Conflicts Standard” (as each term is defined in the Servicing Agreement”), for use by the Servicer on behalf of the Issuer or any Issuer Subsidiary as a starting point in the negotiation of Future Leases with Persons who are not Issuer Group Members; provided, however, that with respect to any Future Lease entered into in connection with (x) the renewal or extension of an Initial Lease, (y) the leasing of an Aircraft to a Person that is or was a Lessee under an Initial Lease or (z) the leasing of an Aircraft to a Person that is or was the lessee under an operating lease of an aircraft that is being managed or serviced by the Servicer (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to such Initial Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by the Servicer in lieu of the Servicer’s Pro Forma Lease on behalf of the Issuer or any Issuer Subsidiary as a starting point in the negotiation of such Future Lease with Persons who are not Issuer Group Members; and provided further, however, that if the Board determines, in an annual review of the Servicer’s Pro Forma Lease on or before each Propertyanniversary of the relevant Closing Date, that any revision to the information regarding Servicer’s Pro Forma Lease made from time to time since the leasespreceding review by the Board (or, licenseswith respect to the first anniversary of the Initial Closing Date, tenancies, possession agreements and occupancy agreements since the Initial Closing Date) is substantially inconsistent with the tenants referenced under core lease provisions of 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, such Leases 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; 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 Contributors' Knowledge, except as Issuer set forth in Exhibit F to this Indenture (as such provisions may be amended from time to time, the Disclosure Schedule“Core Lease Provisions”) in a manner and to such a degree as to have a material adverse effect on the Holders, no tenant is taking into consideration, inter alia, such revision and any risk that the Aircraft might not be able to be leased on terms substantially consistent with the provisions of the Servicer’s Pro Forma Lease without such revisions, then the Board shall direct the Servicer not to include such revision in default under the Servicer’s Pro Forma Lease to be used thereafter as the starting point in the negotiation of any Future Lease except with respect to the extent Aircraft. If the Board determines that any such default would revision to the Servicer’s Pro Forma Lease will not have a Material Adverse Effect; fixed rent material adverse effect on the Holders, then the Board shall (i) amend the applicable Core Lease Provisions to incorporate such revision and additional rent (ii) notify the Rating Agencies and the Policy Provider of any Future Lease entered into the terms of which are being billed materially less favorable from the point of view of the lessor than any of the Leases then in effect, including without limitation, such changes to the tenants Core Lease Provisions; provided that the Core Lease Provisions may not be amended without the prior written consent of the Policy Provider. The Issuer shall not enter into, and shall not permit any Issuer Subsidiary to enter into, any Future Lease the rental payments under which are denominated in a currency other than U.S. dollars without a Rating Agency Confirmation, provided that the Issuer may enter any Future Lease the Rental Payments under which are denominated in euros if (a) the sum of the Assumed Base Values as of the Payment Date immediately preceding any date of determination of each Aircraft subject to leases the Rental Payments under which are denominated in euros does not exceed 5% of the sum of the Assumed Base Values as of such Payment Date of all Aircraft and (b) the currency exposure is hedged in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsIssuer’s hedging policy.

Leases. With respect Upon receipt by Mxxxxxxxx, from time to each time, of any security deposit, prepaid rent permitted to be collected by Mortgagor, if any (other than prepaid rent for the next succeeding calendar month), down payment or similar payments by a tenant, licensee or other user or a purchaser of all or a portion of the Mortgaged Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements Mortgagor shall deposit such sum in a separate escrow account with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" a national bank having banking offices in the Prospectus (state in which the "Leases") Mortgaged Property is accurate located. Mortgagor shall give Mortgagee written notice of the name and address of the bank and the account number of the escrow account. Mxxxxxxxx shall also give written authorization to such bank to permit Mortgagee to receive any information requested by Mortgagee from the bank as to the status and balance of such account. Said sums shall be held in all material respectstrust by Mxxxxxxxx and disbursed only upon the prior written approval of Mortgagee. The Entity that owns fee prior written consent of Mortgagee shall not be required when by law or leasehold title agreement Mortgagor is required to return any of such sums to the underlying Property (party who deposited it with Mortgagor. Mortgagor hereby assigns all of such bank accounts to Mortgagee as collateral security for the "Holder") holds indebtedness secured by this Mortgage and Mxxxxxxxx agrees that after the lessor's interest under such Leases; a true and complete copy occurrence of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedulean Event of Default, the Prospectus or sums in said bank account (excluding any estoppel certificate made available or delivered to and all security deposits which are required by law and/or the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default terms of any specific lease to remain in escrow) shall be payable, at the election of its obligations under such Leases beyond any applicable grace period which has not been cured; Mortgagee, to Contributors' Knowledge, except Mortgagee as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 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 assignee of such Leases. To the Contributors' Knowledgebank accounts; provided, all material obligations however that Mortgagee shall have no liability for any misapplication of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingssaid sums by Mxxxxxxxx.

Leases. With respect The Loan Parties have delivered to the Agent true and complete copies of the Leases and any amendments thereto relating to each Property, Collateral Property required to be delivered as a part of the information regarding Eligible Real Estate Qualification Documents as of the leases, licenses, tenancies, possession agreements date hereof. An accurate 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 complete Rent Roll in all material respectsrespects as of the date of inclusion of each Collateral Property in the Collateral with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Entity that owns fee Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole material agreements relating to leasing or leasehold title licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy any free rent, partial rent, rebate of all rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases have been made available to or such Rent Roll. Except as set forth in Schedule 6.22, the Operating Partnership; to Contributors' KnowledgeLeases reflected therein are, such Leases are as of the date of inclusion of the applicable Collateral Property in the Collateral, 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect 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 except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, as applicable; and to the best of the knowledge and belief of the Loan Parties, there is no basis for any such claim or notice of default by any tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to case of any of the foregoing, except as set forth those matters which would not result in a Material Adverse Effect. No Borrower knows of any condition which with the Disclosure Schedule, giving of notice or the Prospectus passage of time or in any estoppel certificate made available or delivered to both would constitute a default on the Operating Partnership prior to the Closing; the Holder has received no written notice that part of 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 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant material terms under any such Lease to exercise any cancellation right granted in its a Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor respective Borrower as landlord under the Lease, which would result in a Material Adverse Effect. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any lessee or licensor under the Leases that have accrued to except as may be specifically designated in the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No property other than the Collateral Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With The Borrower has delivered to the Agent true copies of the Leases relating to each Mortgaged Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent Roll and Lease Summary as of the date of inclusion of each Mortgaged Property in the Collateral with respect to each Propertyall Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. No Major Tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in Schedule 6.22, the information regarding Leases reflected therein are, as of the leases, licenses, tenancies, possession agreements and occupancy agreements with date of inclusion of the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" applicable Mortgaged Property 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' KnowledgeCollateral, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants 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 LeasesBorrower nor any Guarantor has given or made, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into by such Holderof the Leases, and to the best of the knowledge and belief of the Borrower, there is no brokerage commissions will be due upon the failure of any tenant under basis for any such Lease to exercise claim or notice of default by any cancellation right granted in its Lease or upon any extension or renewal of such Leasestenant. To No property other than the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Mortgaged Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect (a) Borrower shall (i) observe and perform all of the material obligations imposed upon the lessor under the Leases; (ii) promptly send copies to each PropertyLender of all notices of default that Borrower shall send or receive under any Material Lease; (iii) promptly notify Lender of any tenant under a Material Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the information regarding premises (or any portion thereof) leased to such tenant pursuant to the leasesapplicable Material Lease; (iv) enforce the material terms, licenses, tenancies, possession agreements covenants and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" conditions in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title Leases 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the be observed by tenants in accordance with commercially reasonable practices for properties similar to the LeasesProperty; and (v) obtain the prior written approval of Lender, as applicable; no tenant is entitled to "free" rentwhich approval shall not be unreasonably withheld, rent concessionsconditioned or delayed, rebatesfor any Lease of the Property, rent abatementsmaterial amendment thereto, set-offsassignment thereof, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 subletting thereunder executed after the date hereof other than collateral assignments to secure mortgage (unless approval for such assignment or mezzanine indebtedness; and, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered subletting is not required pursuant to the Operating Partnership prior to express terms of such Lease) but such approval shall only be required for a “Material Lease,” defined herein as either (x) a lease executed after the Closingdate hereof where the base Rent payable thereunder exceeds $500,000 per annum, or (y) the Leases identified on Schedule 5.7 hereof, but approval with respect to such Leases identified on Schedule 5.7 shall be required only for any Leases entered into by such Holderamendment, 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 assignment or upon any extension or renewal subletting of such LeasesLeases identified on Schedule 5.7 which would result in a reduction in Rent, reduction in term or reduction in space. To the Contributors' Knowledge, all material obligations Lender’s failure to respond to a request from Borrower for approval within ten (10) Business Days of the lessor under latter of (i) such receipt of such request and (ii) receipt of all information reasonably requested by Lender within five (5) Business Days after Lender’s receipt of Borrower’s request for approval, shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the Leases that have accrued to following: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of envelope containing the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingswriting must be marked “PRIORITY” in bold letters.

Leases. With respect to each Property, the information regarding the Exhibit D hereto contains a complete list of all leases, licenses, tenancies, possession occupancy agreements and all amendments thereto and all other documents affecting rights and obligations thereunder, including without limitation, assignments and subleases pursuant to which the Borrower or any other member of the Borrower Affiliated Group leases real property, and license agreements pursuant to which a third party would have the right to enter upon the leased premises (herein individually referred to, together with any other Lease entered into from time to time, as a “Lease” and collectively referred to as the “Leases”). There are no leases, occupancy agreements with or other documents, other than the tenants referenced under Leases, affecting the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in properties or the Prospectus (interests of the "Leases") is accurate in all material respectsBorrower or any other member of the Borrower Affiliated Group. The Entity that owns fee or leasehold title copies of the Leases heretofore delivered by the Borrower to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true Lender are true, correct and complete copy copies thereof and each of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are is 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with the Leasesterms thereof. Neither the tenant nor, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any knowledge of the foregoing, except as set forth in the Disclosure ScheduleBorrower Affiliated Group, 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 rentlandlord, 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 default under the date hereof other than applicable Lease or has given or received any notice of cancellation or termination of such Lease or condemnation of the leased premises. Each of the tenants under the Leases is in possession of its respective premises, and no such tenant has assigned any of its interest in any of the Leases, as collateral assignments to secure mortgage or mezzanine indebtedness; andotherwise or sublet all or any portion of the premises covered by any Lease or granted any license with respect thereto, 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 respect to any Leases entered into by such Holder, no brokerage commissions will may be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsotherwise disclosed on Exhibit D hereto.

Leases. With The Borrower has delivered to the Administrative Agent true copies of the Leases and any amendments thereto relating to each Pool Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent Roll as of the date of inclusion of each Pool Property in the Pool Availability with respect to all Leases of any portion of the Pool Property has been provided to the Administrative Agent (except with respect to each PropertyPool Property that is leased to a single tenant under a triple-net lease, the information regarding lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the leases, licenses, tenancies, possession date thereof the sole agreements relating to leasing or licensing of space at such Pool Property and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (Building relating thereto. Except as reflected on such Rent Roll or on Schedule 4.20 no tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits. Except as set forth in Schedule 4.20, the "Leases") is accurate Leases reflected therein are, as of the date of inclusion of the applicable Pool Property 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' KnowledgePool Availability, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with the Leasestheir respective terms, as applicable; no tenant is entitled to "free" rentwithout any payment default or any other material default thereunder, rent concessionsnor are there any defenses, rebatescounterclaims, rent abatementsoffsets, set-offs, concessions or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right rebates available to any of the foregoingtenant thereunder, 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 date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth reflected in Schedule 4.20, neither the Disclosure ScheduleBorrower nor any Guarantor has given or made, the Prospectus any notice of any payment or in other material default, or any estoppel certificate made available claim, which remains uncured or delivered to the Operating Partnership prior to the Closingunsatisfied, with respect to any Leases entered into of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by such Holderany tenant. Except as reflected in Schedule 4.20, no brokerage commissions will be due upon property, other than the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' KnowledgePool Property, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With Except for the Leases set forth on the Lease Schedule, there are no leases or occupancy agreements to which a Seller is a party affecting each Property. Each Seller has heretofore delivered or made available to Purchaser a true and correct copy of each Lease (including all amendments thereto) that is in such Seller’s possession or reasonable control. Except as set forth on the Lease Schedule or the rent rolls or the arrearage reports attached hereto as Schedule 3, (i) the Leases have not been modified in any material respect, (ii) no security deposit has been furnished under any Lease, (iii) no fixed rent has been prepaid more than one month in advance under any of the Leases, (iv) no Seller has given or received any default notice under any of the Leases (excluding any default notices as to which the default referenced therein has been, or is currently being, cured), (v) no Seller is in material default under any of the Leases, and to each Seller’s knowledge, no tenant under any of the Leases is in material default of such tenant’s obligations under its Lease, (vi) there are no brokerage commissions due and payable with respect to each Property, any of the information regarding Leases and (vii) as of 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" date set forth in the Prospectus arrearage reports attached hereto as Schedule 3, all rents (base, additional and percentage) are being paid and are current. The information on the "Leases") rent rolls attached hereto as Schedule 3 is accurate true and correct in all material respects. The Entity ; provided, however, that owns fee or leasehold title to if there is any discrepancy between the underlying Property (information contained in Schedule 3 and the "Holder") holds the lessor's interest under such Leases; a true terms and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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; the Holder, as lessor under such Leases, has not received any notice that it is in default provisions of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant Seller shall not be deemed to have breached the representation contained in this sentence by reason of such discrepancy (nor shall Purchaser otherwise have any rights or remedies hereunder on account of such discrepancy). Each Seller is entitled the lessor or landlord or the successor lessor or landlord under the Leases in effect with respect to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except such Seller’s Property. Except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus Schedule or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder has received Schedule 3, there are 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 outstanding Leasing Costs or other charges billed uncompleted contractual obligations of a Seller to itTenants of such Seller’s Property to build out, except as set forth in repair or remodel the Disclosure ScheduleSeller’s Property, 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 date hereof other than collateral assignments those that the Sellers are obligated to secure mortgage or mezzanine indebtedness; andpay for pursuant to Section 4.4(b)(vii). For purposes of Section 5.1(c)(v), except as set forth in a default under a Lease shall be deemed to be “material” if Purchaser can reasonably demonstrate that the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered cost to the Operating Partnership prior to the Closing, with respect to any Leases entered into by remediate 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases default is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsmore than Fifty Thousand Dollars ($50,000.00).

Leases. Other than the Leases listed on Exhibit I hereto and any New Leases executed in accordance with Section 9.2, above, Seller is not a party to any other leases, licenses or other occupancy agreements with respect to the leasing or occupancy of the Property. Buyer acknowledges and agrees that the expiration of any Lease or New Lease on or prior to Closing shall not constitute a change of representation or warranty under this Article 11. With respect to each Propertythe Leases, (i) all of 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, such Leases are in full force and effect, effect except as indicated otherwise set forth on Exhibit I; (ii) to Seller’s knowledge, neither Seller nor any tenant is in monetary default beyond any applicable notice and cure period or has given written notice of any existing material non-monetary default under any of the Disclosure ScheduleLeases; (iii) except as set forth on Exhibit K and Exhibit L attached hereto, the Prospectus there are no Leasing Costs, rent concessions, or other tenant inducements that remain unpaid, unapplied, or otherwise outstanding with respect to any Lease, including in connection with any estoppel certificate made available amendment or delivered supplement to, or modification of, any Lease; (iv) to the Operating Partnership prior to the Closing; the HolderSeller’s knowledge, as lessor under such Leases, Seller 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 a party to any bankruptcy or insolvency proceeding (other than as a creditor) or is otherwise insolvent; (v) unless noted on Exhibit M, no Tenant is more than thirty (30) days in effect arrears on the date hereof other than collateral assignments to secure mortgage or mezzanine indebtednesspayment of rent; andand (vi) Exhibit N includes a true, except as set forth in the Disclosure Schedulecorrect, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, and complete list of all security deposits (including Letters of Credit) actually held by Seller with respect to any the 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 the Contributors' Knowledge, all material obligations as of the lessor under the Leases that have accrued Effective Date (to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any be updated as of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsClosing Date).

Leases. With respect to each Property, the information regarding the All leases, licenseslicenses and other agreements with regard to the ------ occupancy of the Project, tenancies, possession including patient and resident care agreements and service agreements which include an occupancy agreements with the tenants referenced under the captions agreement ("Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "LeasesLEASES") is accurate shall be in all material respectsform and substance reasonably acceptable to Lender; provided Borrower need not seek Lender's approval for any new Qualified Non-Residential Lease entered into hereafter. The Entity that owns fee or leasehold title to the underlying Property (the "Holder") holds the lessorBorrower shall submit for Lender's interest under such Leases; approval a true and complete copy of the form of residential Lease Borrower proposes to utilize at the Project, and all residential Leases entered into after the Closing Date shall be on forms reasonably approved by Lender without material modification. Lender must approve all non-residential Leases of any part of the Project; provided, however, Lender's approval shall not be required for (but Borrower shall provide Lender with a copy of) the execution, amendment, surrender or termination of any Lease of non-residential space with an occupant thereof which provides for market rentals and otherwise contains market terms and provisions, so long as such Lease is not entered into with any Guarantor or any of its or Borrower's Affiliates, does not have a term (including extension options in favor of lessee) in excess of two (2) years and will not (in Lender's reasonable estimation) account for Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more of gross revenue from the Project in any one (1) year period (a "QUALIFIED NON-RESIDENTIAL LEASE"). On the Closing Date, Borrower shall deliver to Lender a rent roll showing all existing Leases. On the Closing Date, all existing Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are shall be in full force and effecteffect and Borrower shall submit a revised and recertified rent roll for the Project. If any non-residential leases, except as indicated otherwise in the Disclosure Scheduleother than Qualified Non-Residential Leases, the Prospectus exist or in any estoppel certificate made available or delivered are hereafter entered into with respect to the Operating Partnership Project, each tenant thereunder shall execute and deliver to Lender prior to the Closing; 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; Closing or prior to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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 Leasesexecution thereof by Borrower, as applicable; no tenant is entitled , a Subordination and Attornment Agreement in a form acceptable to "free" rentLender, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 if requested 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 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 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 LeasesLender. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings3.7.

Leases. With The Borrower has delivered to the Administrative Agent true copies of the Leases and any amendments thereto relating to each Mortgaged Property and which are required to be delivered as a part of the Eligible Real Estate Qualification Documents prior to the acceptance of such Real Estate Asset as a Mortgaged Property. An accurate and complete Rent Roll as of the date of inclusion of each Mortgaged Property in the Borrowing Base with respect to each Propertyall Leases of any portion of the Mortgaged Property has been provided to the Administrative Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.25 no tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits. Except as set forth in Schedule 6.25, the information regarding Leases reflected therein are, as of the leases, licenses, tenancies, possession agreements and occupancy agreements with date of inclusion of the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" applicable Mortgaged Property 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' KnowledgeBorrowing Base, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with their respective terms, without any payment default (other than as a result of a dispute over any charges assessed within the Leasesprevious six (6) months) or any other material default by any tenant thereunder, as applicable; no tenant is entitled to "free" rentnor are there any defenses, rent concessionscounterclaims, rebatesoffsets, rent abatements, set-offs, concessions or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right rebates available to any of the foregoingtenant thereunder, 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 date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth reflected in Schedule 6.25, neither the Disclosure ScheduleBorrower nor any Guarantor has given or made, the Prospectus any notice of any payment or in other material default, or any estoppel certificate made available claim, which remains uncured or delivered to the Operating Partnership prior to the Closingunsatisfied, with respect to any Leases entered into of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by such Holderany tenant. Except as reflected in Schedule 6.25, no brokerage commissions will be due upon property, other than the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Mortgaged Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect (a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to each Propertyexisting local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than fifteen (15) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide that such Lease is subordinate to the information regarding Security Instrument and the leasesAssignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, licenses(vi) be with Tenants that are creditworthy, tenancies, possession agreements and occupancy agreements (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant and subject to requirements of national tenants referenced that require use of their lease form), (viii) not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property), or any other terms which could materially adversely affect Lender’s rights under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" Loan Documents; provided that, in connection with renewals of Leases existing on 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' Knowledgedate hereof, such Leases 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; 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 Contributors' Knowledge, except as term that would otherwise breach the requirements set forth in the Disclosure Schedule, no tenant is in default under any Lease except this Section 4.1.9(a) shall be permitted to the extent such default would not have necessary to implement a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth renewal term expressly contained in the applicable Lease with such tenant and no tenant under any 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 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 respect to any Leases entered into by such Holder, which Borrower has no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsdiscretion.

Leases. With To Borrower’s knowledge, no Individual Property is subject to any Material Lease other than the Material Lease(s) described on Schedule 5.1.21 attached hereto and made a part hereof and, to Borrower’s knowledge, each rent roll with respect to each Propertyan Individual Property attached hereto as Schedule 4.1.26 is true, the information regarding the leases, licenses, tenancies, possession agreements complete 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 respectsrespects as of the Closing Date. The Entity that owns fee Each Individual Borrower or leasehold title the corresponding Individual Operating Lessee is the owner and lessor of landlord’s interest in the Leases with respect to the underlying applicable Individual Property. To Borrower’s knowledge, (i) with the exception of hotel guests and patrons, no Person has any possessory interest in any Individual Property (or right to occupy the "Holder") holds the lessor's interest same except under such Leases; a true and complete copy of all such Leases have been made available pursuant to the Operating Partnership; to Contributors' Knowledgeprovisions of the Leases, such (ii) the current Material Leases 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; the Holder, as lessor under such Leases, effect and Borrower has not received any or delivered written 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, except as set forth in the Disclosure Schedule, no tenant either party is in default under a Material Lease except for (A) defaults which have been cured and (B) defaults that do not, in the aggregate for any Individual Property, have an Individual Material Adverse Effect on such Individual Property or such Individual Borrower. No Rent has been paid more than one (1) month in advance of its due date (except with respect to provision of rooms and banquet and meeting space and services in the ordinary course of business). All work to be performed by the applicable Individual Borrower under each Material Lease has been performed as required in all material respects and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the applicable Individual Borrower to any Tenant has already been received by such Tenant. To Borrower’s knowledge, except as described on Schedule 4.1.26, no Tenant under a Material 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. No Tenant under any Lease except has a right or option pursuant to such Lease or otherwise to purchase all or any part of the extent such default would not have leased premises or the building of which the leased premises are a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant part and no tenant under any such Lease claims a has any right to any of the foregoing, except as set forth or option for additional space 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsImprovements.

Leases. With respect The Property is not subject to each Propertyany leases, the information regarding the leasessubleases, licenses, tenanciesconcessions or other agreements related to the leasing or renting of the Property or any portion thereof, possession agreements and occupancy agreements with except for Principal Lease (as amended from time to time), as set forth on the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" Rent Roll (as defined herein). No person has any possessory interest in the Prospectus Property or right to occupy the same, other than pursuant to the Principal Leases disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the "Leases"“Rent Roll”) of all Leases affecting the Property, which is accurate attached to the Closing Certificate, which accurately and completely sets forth in all material respects. The Entity respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Bxxxxxxx’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that owns fee or leasehold title has been delivered to Lender in connection with the Loan, to the underlying Property Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of rent under its Lease; and (vi) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the "Holder"Loan, no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) holds month in advance, and the lessor's interest rents under such LeasesLease has not been waived, released, or otherwise discharged or compromised; a true and complete copy of (vii) except as disclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all such Leases work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made available and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lxxxxx in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) to the Operating Partnershipbest of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors; to Contributors' Knowledge, such Leases are in full force and effect, (xi) except as indicated otherwise specifically described in the Disclosure ScheduleTitle Insurance Policy, no Lease provides any party with the Prospectus right to obtain a lien or in any estoppel certificate made available or delivered encumbrance upon the Property superior to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default lien of any this Deed of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsTrust.

Leases. With Except as expressly provided herein, Seller shall, and shall cause each of Property Manager, Illinois Manager and Riverside LLC to, refrain from amending any existing Lease without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller, Property Manager, Illinois Manager or Riverside LLC of any existing Lease as required by the terms of such Lease. In addition, except as expressly provided herein, neither Seller nor any of Property Manager, Illinois Manager and Riverside LLC shall enter into any new leases 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; each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10. Seller shall furnish Purchaser with a true and complete copy of all any Proposed New Lease into which Seller or Property Manager, Illinois Manager or Riverside LLC desires to have Riverside LLC enter and such Leases have been made available financial information with respect to the Operating Partnership; proposed tenant as Seller, Property Manager, Illinois Manager or Riverside LLC may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to Contributors' Knowledgeapprove or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Leases are Proposed New Lease, Purchaser shall notify Seller, in full force and effectwriting, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership of such disapproval prior to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any expiration of the foregoingaforesaid five (5) Business Day period, except as set forth stating in the Disclosure Schedulesuch written notification under what conditions, the Prospectus or in any estoppel certificate made available or delivered if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to the Operating Partnership prior to the Closing; the Holder has received no written notice that any approve such Proposed New Lease if such conditions are satisfied. All costs of 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 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, improvements and leasing commissions payable after Closing 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued lease with respect to the Real Property executed between the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of this Agreement and the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsClosing Date shall be paid by Purchaser.

Leases. 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 Seller has made available to the Operating Partnership; Purchaser true, correct and complete copies of all of the Leases affecting the Properties including all guarantees of such Leases. Other than the Leases and the Ground Leases, any matters of record as reflected in the Title Commitments and as disclosed in writing to Contributors' KnowledgePurchaser, none of Seller, any Holdco Subsidiary, any General Partner or any Owner has entered into any contract or agreement with respect to the occupancy of the Properties or any portion or portions thereof which will be binding on the Owners after the Closing, other than (i) consent and recognition agreements with respect to (x) subleases and (y) Tenant equipment financings and (ii) customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “Service Provider Contracts”). To the extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct and complete copies of such Service Provider Contracts. Except as disclosed in writing to the Purchaser, as of the Effective Date (i) no written notice has been given or received by any Owner under such Leases are in full force with respect to any material default under the Leases that remains uncured and effect(ii) to Seller’s knowledge, except as indicated otherwise in no material default exists on the Disclosure Schedule, the Prospectus or in part of any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor Tenant under such Leases, has not received any notice that it except for the Metalsa Lease Defaults. Except for the Unfunded TI Allowances and as otherwise disclosed in writing to the Purchaser, there is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default free rent outstanding under any Lease, all of the Owner’s obligations to construct tenant improvements have been performed in full, all of the Owner’s obligations to reimburse Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid in full, and no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease except more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in Section 7.5 of this Agreement). Except as disclosed in writing to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent Purchaser, there are being billed to the tenants no security deposits paid by Tenants, but any application of security deposits in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in applicable Leases after the Lease with such tenant and no tenant under any 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsEffective Date shall not constitute an Exception Matter.

Leases. With respect (a) All Leases and all renewals of Leases (other than renewals pursuant 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" options contained in the Prospectus Leases) executed after the date hereof shall (the "i) provide for rental rates comparable to then existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) as to new Leases") , provide that such Lease is accurate in all material respects. The Entity that owns fee or leasehold title subordinate to the underlying Property Mortgage and that the lessee will attorn to Lender and (the "Holder"iv) 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, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in not contain any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; 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 terms which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 Holdermaterially adversely affect Lender's rights under any Lease is the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof (other than renewals and amendments entered into pursuant to or in effect on implementation of options or rights contained in such Major Leases) executed after the date hereof shall be subject to Lender's prior approval, such approval not to be unreasonably withheld, conditioned or delayed. A request by Borrower for the approval of any Major Lease or any renewal, amendment or modification thereof pursuant to this Section 4.1.9(a) or for Lender's approval of any other than collateral assignments matter requiring Lender's consent pursuant to secure mortgage this Section 4.1.9(a) may include a statement in bold face type that if Lender fails to approve such Major Lease or mezzanine indebtedness; andother matter within ten (10) Business Days after receipt by Lender of such request, except as set forth it shall be deemed to have been approved. If Lender fails to respond to any such request within ten (10) Business Days after its receipt thereof and all information reasonably required by Lender in order to adequately review such request, including, without limitation (in connection with the approval of a Major Lease), the final proposed Major Lease itself and blacklined copies of such Major Lease marked to show the changes against the form of lease approved by Lender, Lender shall be conclusively deemed to have approved such Major Lease or other matter, provided that (in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure case of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal approval of a Major Lease) blacklined copies of interim drafts of such LeasesMajor Lease were provided to Lender. To Upon request, Lender shall enter into a subordination, non-disturbance and attornment agreement in the Contributors' Knowledgeform attached hereto as SCHEDULE V (with such reasonable and customary changes thereto as may be acceptable to Lender, all material obligations of the lessor acting reasonably and in good faith) with any Tenant under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsa Lease approved by Lender.

Leases. With respect (a) Borrower shall (i) observe and perform all of the material obligations imposed upon the lessor under the Leases; (ii) promptly send copies to each PropertyLender of all notices of default that Borrower shall send or receive under any Major Lease; (iii) promptly notify Lender of any tenant under a Major Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the information regarding premises (or any portion thereof) leased to such tenant pursuant to the leasesapplicable Lease; and (iv) enforce the terms, licenses, tenancies, possession agreements covenants and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" conditions in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title Leases 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the be observed by tenants in accordance with commercially reasonable practices for properties similar to the LeasesProperty. Borrower shall obtain the prior written approval of Lender, as applicable; no tenant is entitled to "free" rentwhich approval shall may be granted or withheld by Lender in Lender’s sole and absolute discretion, rent concessionsfor the entry into any Lease, rebatesamendment thereto, rent abatements, set-offsassignment thereof, or offsets against rent except subletting thereunder (to the extent Borrower as set forth landlord has approval rights over such subletting), and without limitation thereon, all Leases shall (A) meet or exceed the Leasing Guidelines, (B) be with creditworthy tenants as determined by Lender in its reasonable discretion and (C) be documented using, without material deviation from, the standard lease form approved by Lender in its reasonable discretion. Lender’s failure to respond to a request from Borrower for approval within ten (10) Business Days of the latter of (i) such receipt of such request and (ii) receipt of all information reasonably requested by Lender shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the following: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters. Any approval or deemed Lender approval of a Lease with such will be deemed to mean and include approval of the tenant improvements and no tenant under any such Lease claims a right leasing commissions thereunder (and release of the Leasing Holdback therefor, subject to other Holdback release conditions), and to any of the foregoing, except as set forth in the Disclosure Schedulepurchase option therein, 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 terms of which would be permitted 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsSection 2.15.

Leases. With respect Seller agrees to each Propertyuse its commercially reasonable efforts to cause the lessors of the properties described on Schedule 3.1(f)(1) that are leased to ACS Defense, ACS or a Subsidiary of ACS, other than an Acquired Entity (collectively, the information regarding "Seller Leases") and are not identified in such schedule as being Excluded Leases, to consent to the leasesassignment of such leases or to the continued use of such properties by Buyer, licensesor an Affiliate of Buyer, 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 as designated by Buyer (the "LeasesBuyer Lease Assignee") is accurate in all material respects), after the Closing. The Entity Parties intend all rights and obligations under each of the Seller Leases shall be assigned to and assumed by the Buyer Lease Assignee and that owns fee or leasehold title the Buyer Lease Assignee shall timely pay and otherwise perform all obligations thereunder. Buyer agrees to execute such guarantees as may be requested by the lessor under any Seller Lease in order to have the rights and obligations under each of the Seller Leases assigned to and assumed by the Buyer Lease Assignee at the Closing and agrees to provide such Financial Support Arrangements to the underlying Property (lessors under the "Holder"new leases described in Section 4.3(g) holds as may be reasonably requested by such lessors. The failure of the lessorBuyer Lease Assignee to perform fully all of the obligations under any Seller Lease subsequent to such assignment or Buyer's interest failure to execute such guarantees as may be requested by the lessor under such Leases; a true and complete copy of all such Leases have been made available any Seller Lease shall be subject to the Operating Partnership; indemnity afforded to Contributors' KnowledgeSeller by Buyer under Section 9.2(d) of this Agreement. If, such Leases at any time after the Closing Date, any amounts are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus paid under any Seller Lease by Seller or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under Affiliates, Buyer shall reimburse Seller such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any amounts promptly after receipt from Seller of notice thereof accompanied by written evidence 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsunderlying payment obligation.

Leases. With respect (a) All Leases and other rental arrangements shall in all material respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no modifications (except as approved by Lender). Such Lease form shall provide that (i) the Lease is subordinate to each Propertythe Mortgage, (ii) the information regarding tenant shall attorn to Lender, and (iii) that any cancellation, surrender, or amendment of such Lease without the leasesprior written consent of Lender shall be voidable by Lender. Borrower shall hold, licensesin trust, tenanciesall tenant security deposits in a segregated account, possession agreements and, to the extent required by applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, and occupancy agreements with the tenants referenced under the captions "Business copies of all Leases not previously delivered to Lender, certified by Borrower as being true and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate correct in all material respects. The Entity that owns fee Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future Leases, Lease modifications, or leasehold title Lease extensions if the following conditions are satisfied: (A) no Event of Default has occurred and is continuing; (B) the Lease is on the standard Lease form approved by Lender with no modifications except for commercially reasonable modifications agreed to in the ordinary course of Borrower’s business, but in no event shall there be any material modifications to the underlying subordination, attornment, estoppel and landlord liability clauses of such Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; (C) the Lease does not violate any restrictive covenant affecting the 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, such Leases are in full force and effect, except as indicated otherwise or any other Lease for space in the Disclosure ScheduleProperty; (D) the Lease is not a Major Lease; (E) the Lease shall provide for rental rates and landlord concessions comparable to existing local market rates and shall be an arms length transaction and in no event be with an Affiliate of Borrower; (F) the Lease shall be to a tenant which Borrower, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leasesits professional and commercially reasonably judgment, has determined is creditworthy; and (G) the Lease is for a term of not received any notice that it is in default more than ten (10) years (exclusive of any of its obligations under such Leases beyond any applicable grace period renewal options, which has together with the initial lease term shall not been cured; to Contributors' Knowledge, except as set forth exceed fifteen (15) years). Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the Disclosure Schedule, no tenant is in default form annexed hereto as Schedule IV to Tenants under any future Major Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease approved by Lender promptly upon request with such tenant commercially reasonable changes as may be requested by Tenants, from time to time, and no tenant under any such Lease claims a right which are reasonably acceptable 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLender.

Leases. With respect (A) Without the prior written consent of Lender, none of the Borrowers shall (i) enter into any Major Lease; (ii) cancel or terminate (including, without limitation, by exercise of any landlord recapture rights) any Major Lease (except to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under the captions enforce any such Major Lease after an "Business and Properties--Tenant Diversificationevent of default" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee thereunder or leasehold title pursuant to the underlying Property exercise by any tenant of any termination rights expressly provided in any existing Major Lease or Major Lease hereafter approved by Lender); (the "Holder"iii) holds the lessor's interest under such Leases; a true and complete copy approve any assignment of all such Leases have been made available any Major Lease (except as required pursuant to the Operating Partnership; to Contributors' Knowledge, such Leases 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; the Holder, as lessor under such Leases, has not received any notice that it is in default express terms of any of existing Major Lease or Major Lease hereafter approved by Lender) that releases the original tenant from its obligations under such Leases beyond Major Lease, (iv) amend, modify or waive the provisions of any applicable grace period which has not been cured; to Contributors' KnowledgeMajor Lease in any material and adverse respect (including, except as set forth in without limitation, any amendment, modification or waiver reducing the Disclosure Schedulefixed initial term of any Major Lease, no tenant is in default reducing the rent payable under any Major Lease, changing any renewal provisions of any Major Lease except to or materially increasing the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to obligations of the tenants in accordance with landlord or materially decreasing the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in obligations of the Lease with such tenant and no tenant under any Major Lease or pursuant to which any premises covered by such Major Lease claims a right is surrendered); or (v) cancel or modify any guaranty, or release any security deposit, letter of credit, or other item constituting security pertaining to any of the foregoing, Major Lease (except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered required pursuant to the Operating Partnership prior to the Closing; the Holder has received no written notice that express terms of any tenant under any such Lease contests its pro rata shares of tax increases as required by its existing Major Lease or Major Lease hereafter approved by Lender). Lender shall not unreasonably withhold, delay or condition its consent to any Major Lease transaction described in clauses (i) through (v) above provided that any tenant under any such Lease contests its pro rata shares (x) no Event of tax increases as required by its Lease or that any tenant contests any rentDefault shall have occurred and be continuing, escalation or other charges billed to it, except as set forth in (y) the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment conditions of the Holder's rights under any Lease is in effect on the 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, clauses (i) and (ii) of Subsection 5.12(B) below are satisfied with respect to such proposed Major Lease and (z) in the reasonable judgment of Lender, the proposed tenant thereunder (if not then a tenant of the subject Property) is a reputable Person engaged in a business activity consistent with ordinary office building uses and with creditworthiness reasonably adequate to perform its obligations under the proposed Major Lease (taking into account any Leases entered into security, guarantees or other credit support posted or delivered 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsproposed tenant).

Leases. With respect (a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for a Net Effective Annual Rent at a minimum Net Effective Annual Rental Rate on a per square foot basis as reflected on SCHEDULE XXXII as such minimum Net Effective Annual Rental Rates may be changed from time to each Propertytime with the approval of Agent, which approval shall not be unreasonably withheld provided that the same reflect then market conditions and tenant improvements, tenant allowances and leasing commissions consistent with the undisbursed amounts reserved for such anticipated costs in the Loan Budget (unless Borrower otherwise complies with the balancing requirements of Section 2.1.11) for such tenant improvements, tenant allowances and leasing commissions), (ii) otherwise be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage (which, in the case of a Major Lease or any office Lease for an entire floor or any other retail Lease that is expressly approved by Agent, may be conditioned upon Agent's entering into a Subordination, Non-disturbance and Attornment agreement in accordance with Section 4.1.9(b) and that, upon the foreclosure of the Mortgage, sale by power of sale thereunder or deed-in-lieu of foreclosure, the information regarding Tenant will attorn to the leases, licenses, tenancies, possession agreements and occupancy agreements transferee of the Property; (iv) be prepared on the Approved Lease Form with such modifications as are consistent with the tenants referenced market and that result from arms-length negotiations that Borrower conducts in good faith; (v) be with unaffiliated third party tenants, (vi) not contain any terms which would materially adversely affect Agent's and/or Lenders' rights under the captions "Business Loan Documents, (vi) be for a minimum term of five (5) years (exclusive of any renewals), and Properties--(vii) not require the payment or assumption by Borrower of any lease take-over obligations of the 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would expressly consented to by Agent in advance (not have a Material Adverse Effect; fixed rent and additional rent are being billed to be unreasonably withheld) (the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as conditions set forth in clauses (i) through (vii) above are collectively referred to as the "LEASING PARAMETERS"). No leases of the Residential Component or any space therein, or of any Residential Units shall be entered into without Agent's prior consent, which shall not be unreasonably withheld provided that such space will achieve a minimum weighted average effective rental rate of $50.00 psf and Agent reasonably determines that Borrower's election to rent the Residential Component or any space therein would not impair Borrower's ability to repay the Loan upon maturity. Agent acknowledges having received and approved Borrower's Approved Lease Form for office space at the Property and Agent agrees that such form, with such tenant and no tenant under any changes as shall be reasonably necessary to reflect that fact that the premises demised thereunder is for retail use rather than office use, shall be acceptable to Agent provided that such Lease claims a right changes shall be submitted 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 Agent for its reasonable approval prior to Borrower's using such form at 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsProperty for retail space.

Leases. With respect to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced Each Borrower covenants that it shall enforce in a commercially reasonable manner all of its rights under the captions "Business Leases and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in it shall not take any action, or fail to take any action, which would cause a default by a Borrower under any of the Prospectus (Leases. In the "event that any Borrower receives any written request for its consent or approval pursuant to any of 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; Borrower shall promptly deliver a true and complete copy of all such Leases have been made available request (together with any documentation and information supporting such request) to the Operating Partnership; Agent. If such consent or approval involves any Material Lease Modification (as defined in subsection 7.1.2 below), then no Borrower shall grant its consent or approval pursuant to Contributors' Knowledgesuch request unless Agent has also granted its written approval, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus which approval shall not be unreasonably withheld or in any estoppel certificate made available or delivered delayed. Each Borrower shall promptly deliver to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default Agent copies of any of its obligations under financial statements received by such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth Borrower in the Disclosure Schedule, no tenant is in default under any Lease except 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 connection with the Leases, as applicable; including without limitation, financial statements, budgets, reports and other financial information of tenants, subtenants and guarantors. Agent shall have no tenant obligation to notify Borrowers if any rent payment is entitled late or if a rent payment is made in an amount other than the amount due under the applicable Lease. Each Borrower shall also deliver to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under Agent any such Lease claims a right to any letters of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or credit which have been delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that such Borrower by 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants Tenant under any of the Leases, and each Borrower hereby grants to Agent a security interest in any such letters of credit. All new or replacement Leases is presently shall be substantially similar to the subject forms previously approved by Agent. Borrowers shall not be authorized to enter into any ground lease of any voluntary Property without Agent's prior written approval. If Agent consents to any Lease or involuntary bankruptcy the renewal of any existing Lease, then such Lease shall either be substantially similar to the form approved by Agent under Section 4.2 above or insolvency proceedingsas otherwise approved by Agent, and at Agent's request, Borrowers shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance reasonably satisfactory to Agent simultaneously with Borrowers' execution of such Lease or renewal.

Leases. With respect Seller agrees to each Propertyuse its commercially reasonable efforts to cause the lessors of the properties described on Schedule 3.1(f)(1) that are leased to Seller or an Affiliated Transferor (collectively, the information regarding "Seller Leases") to consent to the leasesassignment of such leases or to the continued use of such properties by Buyer, licensesor an Affiliate of Buyer, 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 as designated by Buyer (the "LeasesBuyer Lease Assignee") is accurate in all material respects), after the Closing. The Entity Parties intend all rights and obligations under each of the Seller Leases shall be assigned to and assumed by the Buyer Lease Assignee and that owns fee the Buyer Lease Assignee shall timely pay and otherwise perform all obligations thereunder. Buyer agrees to execute such guarantees as may be requested by the lessor under any Seller Lease in order to have the rights and obligations under each of the Seller Leases assigned to and assumed by the Buyer Lease Assignee at the Closing. The failure of the Buyer Lease Assignee to perform fully all of the obligations under any Seller Lease subsequent to such assignment or leasehold title Buyer's failure to execute such guarantees as may be requested by the lessor under any Seller Lease shall be subject to the underlying Property (indemnity afforded to Seller by Buyer under Section 9.2(d) of this Agreement. If, at any time after the "Holder") holds the lessor's interest Closing Date, any amounts are paid under such Leases; a true and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus any Seller Lease by Seller or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under Affiliates, Buyer shall reimburse Seller such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any amounts promptly after receipt from Seller of notice thereof accompanied by written evidence 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsunderlying payment obligation.

Leases. With respect to each Property, (a) The FW Entities have delivered or made available true and complete copies of all Leases and guarantees of the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with obligations of the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus thereunder, if any. The rent rolls attached hereto as Exhibit 4.17(a) (the "LeasesRent Rolls") is ), taken as a whole, are accurate in all material respectsrespects as of the date indicated therein. The Entity that owns fee or leasehold title Except as disclosed in the Rent Rolls, and except to the underlying Property extent not material to any individual Property, as of the date indicated in the Rent Rolls: (the "Holder"i) 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, such Leases are each Lease is in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered effect with respect to the Operating Partnership prior applicable Company Subsidiary and, to the ClosingCompany's knowledge, with respect to the tenants under the Leases; (ii) neither the Holder, as lessor under such Leases, Company nor any Company Subsidiary has not received any notice that it is in default (which has not been cured) of any of its obligations as landlord under such Leases beyond any Lease, and to the Company's knowledge the applicable grace period Company Subsidiary is not in material default (which has not been cured) of its obligations as landlord under any Lease; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, (iii) no tenant is in default in any material monetary obligation or any material non-monetary obligation under its Lease; (iv) no rent has been paid by any Lease except tenant more than one month in advance and no security or other deposits or payment of last month's rent or similar amounts paid by tenants (collectively, "Tenant Deposits") have been applied to perform tenant obligations; (v) the extent such default would not have a Material Adverse Effecttenant under each of the Leases is in actual possession of the leased premises; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; (vi) no tenant is entitled to "free" any free rent, rent concessionsabatement, rebatesunpaid tenant improvement or other cost reimbursement or unpaid allowance, rent abatementsrebate, set-offs, off or offsets against rent except as set forth in other concession during the Lease with such tenant and no tenant under any such Lease claims a right to any remaining term 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 (including any renewal or that extension term). Except for the In-Negotiation Leases, neither the Company nor any tenant under Company Subsidiary has made any such Lease contests its pro rata shares of tax increases as required by its Lease written or that oral commitments to lease any tenant contests Property or any rent, escalation or other charges billed portion thereof which has not yet been reduced 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsa written Lease.

Leases. With Except as set forth on Schedule 6.21 with respect to each Property, the information regarding Borrowing Base Properties as of 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" Closing Date or as disclosed in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title writing 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, such Leases 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 Agent prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default acceptance of any additional Borrowing Base Properties, none of its obligations under such Leases beyond any applicable grace period which has not been cured; the Borrowing Base Properties is subject to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except or other occupancy agreement, other than the Leases disclosed on the Rent Roll provided to Agent prior to the extent acceptance of such default would not have Real Estate as a Material Adverse Effect; fixed rent Borrowing Base Property and additional rent are being billed Leases entered into subsequent to the tenants such date in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any this Agreement. As 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 date 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 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 Closingthis Agreement or, with respect to any Real Estate included as a Borrowing Base Property after the date of this Agreement, as of the date of inclusion of such Borrowing Base Property, a true, correct and complete (in all material respects) Rent Roll of each Borrowing Base Property in Borrowing Base Availability with respect to all Leases entered into by of any portion of the Borrowing Base Property has been provided to the Agent. The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents. Such Leases constitute as of such Holderdate thereof the sole leases or licenses or other agreements pertaining to the occupancy or use of space at such Borrowing Base Property and in the Building relating thereto. Except as reflected on Schedule 6.21, no brokerage commissions will be tenant under any Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has made any prepayments of rent or other payments due upon under such Lease for more than one (1) month in advance of the failure due date of such payment. Except as set forth in Schedule 6.21, the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any tenant under any such Lease to exercise any cancellation right granted a Lease. Except as reflected in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' KnowledgeSchedule 6.21, no tenants under any of property, other than the Leases Borrowing Base Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower has complied with the terms and conditions of Section 5(c) of the Cash Collateral Agreement.

Leases. With respect Seller shall use its reasonable efforts to each Propertyobtain the consent of any lessor or third party required to assign to Purchaser any of the Leases, and to obtain the information regarding full release of any and all obligations of Seller pursuant to any of the leasesLeases, licenseslisted on Schedule 3.7; provided, tenancieshowever, possession agreements and occupancy agreements that Seller shall not be obligated to incur any monetary obligations or expenditures in connection 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 respectssuch efforts. The Entity that owns fee or leasehold title Purchaser may by written notice to Seller prior to the underlying Property (Closing exclude from Schedule 3.7 any Lease that is not assignable by its terms, or that requires the "Holder") holds the lessor's interest under consent of a third party in order for such Leases; a true and complete copy of all such Leases have lease to be assigned to Purchaser, if, in each case, consent has not been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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 obtained prior to the Closing; the Holder. Seller may, as lessor by written notice to Purchaser, exclude from Schedule 3.7 any Lease for which it is unable to obtain both such consent and a full release of obligations of Seller 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 Contributors' Knowledge, except as set forth in Lease. In the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have event a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 date hereof other than collateral assignments excluded from Schedule 3.7 pursuant to secure mortgage or mezzanine indebtedness; andthis Section 5. 10, except as set forth in the Disclosure SchedulePurchaser shall enter into a sublease with Seller or, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closingat Seller's option, a service corporation subsidiary of Seller, with respect to any Leases entered into by such Holder, no brokerage commissions will Branch which shall be due upon for the failure of any tenant under same rent and current term (excluding renewal options) as the existing Lease for such Branch. In the event the Lease would prohibit any such Lease sublease without the lessor's consent, and Seller fails or elects not to exercise obtain such consent, the Branch shall be treated as an Excluded Branch as contemplated in Section 8. 1. Seller shall assign to Purchaser any cancellation right granted in its Lease or upon any extension or renewal of such LeasesSeller Leases relating to the Branch Real Estate. To Purchaser shall assume the Contributors' Knowledge, all material obligations of Seller under such Seller Leases; provided, however, that Seller shall obtain the lessor under consent of Xxxxx Xxxxxxx Inc. ("Piper"), an affiliate of Seller, to terminate the Leases that have accrued Seller Lease at, and to vacate the date hereof have been performed or satisfied. To Contributors' Knowledgepremises at, no tenants under any the Lawrence, Kansas branch office within 12 months of the Leases is presently Closing, and Purchaser shall assume such Seller Lease and cancel the subject of any voluntary or involuntary bankruptcy or insolvency proceedingssame upon termination by Piper without penalty.

Leases. With respect Borrower shall act promptly to attempt to enforce all available remedies against any delinquent tenant in a commercially reasonable manner commensurate with the magnitude of the default involved, so as to protect the interest of the landlord under the Leases and to preserve the value of the Mortgaged Property. Borrower shall comply with and perform in a complete and timely manner all of its material obligations as landlord under all Leases. Borrower shall send Mortgagee a copy of any and each written claim received by Borrower from any tenant of an alleged default by the landlord under any Lease affecting the Mortgaged Property, the information regarding the leasespromptly upon receipt of such notice, licensesbut, tenanciesin any event, 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 such time to afford Mortgagee an opportunity to cure any such default prior to the underlying Property tenant having any right to terminate the Lease. Borrower shall furnish promptly to Mortgagee upon request (the "Holder"i) holds the lessor's interest under such Leases; a true and complete copy copies of all such Leases now existing or hereafter created, as amended, and (ii) a current rent roll in form reasonably satisfactory to Mortgagee certified by Borrower. The assignment contained in clause (K) of the granting paragraph of this Mortgage shall not be deemed to impose upon Mortgagee any of the obligations or duties of the landlord or Borrower provided in any Lease prior to Mortgagee owning or controlling the Mortgaged Property, including, without limitation, any liability under the covenant of quiet enjoyment contained in any Lease in the event that any tenant shall have been made available joined as a party defendant in any action to foreclose this Mortgage. Borrower hereby acknowledges and agrees that Borrower is and will remain liable under such Leases to the Operating Partnership; to Contributors' Knowledge, such Leases are same extent as though the assignment contained in full force and effectclause (K) of said granting paragraph had not been made. Mortgagee disclaims any assumption of the obligations imposed upon the landlord or Borrower under the Leases, except as indicated to such obligations which arise after such time as Mortgagee shall have exercised the rights and privileges conferred upon it by the assignment contained in clause (K) of said granting paragraph or otherwise possesses or controls the Mortgaged Property. Except as otherwise expressly authorized under the Loan Agreement, Borrower shall not permit any Leases to be made of the Mortgaged Property without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Following approval by Mortgagee of any Lease requiring Mortgagee's prior approval, Borrower shall not modify the approved Lease in any material respect without Mortgagee's prior written consent. Borrower shall not permit any Lease affecting the Mortgaged Property requiring Mortgagee's prior approval to be modified, renewed or extended (except pursuant to options in Leases previously approved by Mortgagee). In the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, the tenant under each Lease of all or any part of the Mortgaged Property made after the date of recording this Mortgage shall, at the option of the Mortgagee, attorn to any person succeeding to the interest of Borrower, as a result of such enforcement and shall recognize such successor in interest as landlord under such Lease without change in the Disclosure Scheduleterms or other provisions thereof, the Prospectus provided, however, that said successor in interest shall not be bound by any payment of rent or additional rent for more than one month in advance or any estoppel certificate made available material amendment or delivered modification to the Operating Partnership prior to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease made without the prior consent of Mortgagee or said successor in interest, except to the extent permitted herein. Each tenant, upon request by Mortgagee or any such default would successor in interest, shall execute and deliver an instrument or instruments confirming such attornment, provided that Mortgagee agrees not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with name such tenant in a foreclosure action or not to otherwise disturb such tenant if not in default of its Lease, and Borrower shall cause each such Lease to contain a covenant on the tenant's part evidencing its agreement to such attornment, which obligation shall be conditioned on Mortgagee agreeing to similarly attorn to said tenant and not disturb said tenant's possession so long as there is no default by the tenant under said Lease beyond any such Lease claims a right to any applicable notice, grace or cure period. At the option of the foregoingMortgagee, except as set forth this Mortgage shall become subject and subordinate, in the Disclosure Schedule, the Prospectus whole 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 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, part (but not with respect to priority of entitlement to insurance proceeds or any award in condemnation) to any and all Leases entered into by such Holder, no brokerage commissions will be due of all or any part of the Mortgaged Property upon the failure of execution by Mortgagee and recording thereof, at any tenant under any such Lease to exercise any cancellation right granted time hereafter, in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations Office of the lessor under Recorder of Deeds in and for the Leases county wherein the Land is situated, of a unilateral declaration to that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingseffect.

Leases. With (a) The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Asset required to be delivered as a part of the Eligible Real Estate Qualification Documents. An accurate and complete Rent Roll as of the date of inclusion of each Borrowing Base Asset in Borrowing Base Availability with respect to each Propertyall Leases of any portion of the Borrowing Base Asset has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Borrowing Base Asset and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.21 no tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits. Except as set forth in Schedule 6.21, the information regarding Leases reflected therein are, as of the leasesdate of inclusion of the applicable Borrowing Base Asset in Borrowing Base Availability, 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with the Leasestheir respective terms, as applicable; no tenant is entitled to "free" rentwithout any payment default or any other material default thereunder, rent nor are there any defenses, counterclaims, offsets, concessions, rebates, rent abatementstenant improvement allowances, set-offs, contributions or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right landlord construction obligations available to any of the foregoingtenant thereunder, 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 date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth reflected in Schedule 6.21, neither the Disclosure ScheduleBorrower nor any Guarantor has given or made, the Prospectus any notice of any payment or in other material default, or any estoppel certificate made available claim, which remains uncured or delivered to the Operating Partnership prior to the Closingunsatisfied, with respect to any Leases entered into of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by such Holderany tenant. Except as reflected in Schedule 6.21, no brokerage commissions will be due upon property, other than the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Borrowing Base Asset which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect No Seller shall (i) enter into any new Lease or license affecting the Real Property owned by such Seller, or any portion thereof, or (ii) terminate, amend, or cancel, renew, or extend any existing Lease (all such activity in the foregoing clauses (i)–(ii) hereinafter referred to as “Leasing Activity”), in each Propertycase, without the information regarding prior consent of Purchaser, in Purchaser’s sole discretion. Seller shall notify Purchaser of its intent to do any Leasing Activity, which notice shall include the leasesmaterial terms of the proposed Leasing Activity (including all economic terms thereof) and if Purchaser neither approves or disapproves of such Leasing Activity within five (5) business days of receipt of notice of the same, licensesPurchaser shall be deemed to have approved such Leasing Activity); provided, tenancieshowever, possession agreements and occupancy agreements notwithstanding anything stated to the contrary herein, each Seller may, at any time without Purchaser's consent, enter into any amendment to a Lease memorializing existing renewal, contraction, or expansion rights in favor of a Tenant that are expressly set forth in such Tenant’s existing Lease, provided that if there are any economic or other material terms that must be established in connection with such renewal or expansion, same shall be subject to Purchaser’s consent. In the tenants referenced event that any Seller enters into a new Lease or an amendment providing for an extension, expansion, leasehold improvements to be completed by the landlord 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 Lease or leasehold title any allowance payable to the underlying Property (tenant thereunder, provided that Purchaser has not objected to the "Holder") holds execution of such Lease or amendment pursuant to the lessor's interest under such Leases; a true and complete copy terms hereof, Purchaser shall be responsible for the payment of all such Leases have been made available to leasing commissions and allowances and the Operating Partnership; to Contributors' Knowledgecost of all improvements contemplated thereby (and, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to that Sellers incur any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus such payments or in any estoppel certificate made available or delivered to the Operating Partnership costs 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 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 a Closing, with Sellers shall receive a credit in 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsamounts at such Closing).

Leases. With An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Collateral Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Collateral Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Collateral Property. Except as set forth in each PropertyRent Roll, 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, such Leases reflected therein 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants 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 LeasesBorrower nor the Guarantor has given or made, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by such Holderand security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the Borrower or the Guarantor, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage commissions will be or like commissions, fees or payments are due upon from the failure of any tenant under any such Lease to exercise any cancellation right granted Borrower or the Guarantor in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations respect of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLeases.

Leases. With respect to each PropertyIf the Mortgage Loan is secured by a long-term residential lease, (A) the information regarding execution, delivery, and performance of the leases, licenses, tenancies, possession agreements and occupancy agreements with Mortgage do not require the tenants referenced under consent (other than 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 consents 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, such Leases obtained and are in full force and effect), except as indicated otherwise in and will not violate or cause a default under the Disclosure Scheduleterms of the lease and the terms of such lease expressly permit the mortgaging of the leasehold estate, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 lease without the lessor’s consent (or the lessor’s consent has been obtained and the lease and such consent is in the Mortgage File and such lease and consent is in full force and effect, and is unmodified) and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection; (B) the terms of such lease do not (x) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default or (y) prohibit the holder of the Mortgage from being insured under the hazard insurance policy relating to the Mortgaged Property; (C) the original term of such lease is not less than fifteen (15) years; (D) the term of such lease does not terminate earlier than ten (10) years after the maturity date of the Mortgage Note; (E) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates for residential properties is an accepted practice, (F) the mortgagee under the Mortgage Loan is given at least thirty (30) calendar days’ notice of any default and an opportunity to cure any defaults under such lease or to take over the Mortgagor’s rights under such lease; (G) such lease does not contain any Lease is in effect default provisions that could give rise to forfeiture or termination of such lease except for the non-payment of such lease’s rents; and (H) such lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on the 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 payment of a reasonable fee and delivery of reasonable documentation to the Operating Partnership prior to the Closing, 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingslessor.

Leases. With respect to Except as specified on Schedule 3.8(b), (A) each PropertyLease is legal, the information regarding the leasesvalid, licensesbinding, tenancies, possession agreements enforceable and occupancy agreements with the tenants referenced under the captions "Business in full force and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate effect in all material respects. The Entity that owns fee ; (B) the assignment of each Lease to Purchaser in accordance with this Agreement does not require the consent of any other Person, will not result in a breach of, 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' Knowledgedefault under, such Leases are Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effecteffect on identical terms following the Closing, except as indicated otherwise provided that the consent of the landlord thereunder is obtained when required; (C) Seller has no material disputes with any Landlords with respect to any Lease or any Leased Real Property and to Seller's Knowledge, no Landlord under any Lease has a dispute with Seller with respect to any Lease or any Leased Real Property; (D) neither Seller nor any other party to any Lease is in material breach or default under any Lease, and to Seller's Knowledge, no event has occurred or circumstance exists which, with the Disclosure Scheduledelivery of notice, the Prospectus passage of time or both, would constitute a breach or default under any Lease, or permit the termination or modification of any Lease or acceleration of rent under any Lease; (E) no portion of any security deposit tendered in accordance with any estoppel certificate made available Lease has been applied with respect to a breach or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor default 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 Lease which has not been curedrestored in full; to Contributors' Knowledge(F) Seller does not owe, except as set forth and will not owe in the Disclosure Schedulefuture, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, brokerage commissions or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 Holderfinder's rights under any Lease is in effect on the 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, fees with respect to any Leases entered into Lease; (G) no party to any Lease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; (H) Seller has not collaterally assigned or granted any other security interest in any Lease; (I) there are no Liens or encumbrances on the estate or interest created 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 the Contributors' Knowledge, all material obligations Lease; (J) none of the lessor Leases contains restrictions on the tenant's ability to operate or lease a grocery store or pharmacy on the Leased Real Property; (K) Seller has taken all necessary actions required under the Leases that have accrued and/or applicable Legal Requirements to enforce its rights against the date hereof have been performed applicable landlord with respect to any known deferred maintenance obligation of a landlord at any Leased Real Property (L) no person or satisfied. To Contributors' Knowledgefirm possesses or occupies, no tenants under or has the right to possess or occupy, any of the Leases is presently the subject portion of any voluntary Leased Real Property, except for (i) that portion of any Leased Real Property that is a "common area" under the applicable Lease and (ii) those portions of any Leased Real Property occupied by subtenants pursuant to valid Subleases more particularly identified on Schedule 3.8(c). Notwithstanding the materiality qualifiers in (C) and (D) above, Seller shall use all commercially reasonable efforts to provide Purchaser with written information regarding each dispute, breach and default arising in, under, or involuntary bankruptcy or insolvency proceedingsin connection with a Lease.

Leases. With respect The Properties are not subject to each Property, any Leases other than the information regarding Leases described in Schedule XVI attached hereto and made a part hereof. Borrower is the leases, licenses, tenancies, possession agreements owner and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" lessor of landlord's interest in the Prospectus (Leases. No Person has any possessory interest in any Individual Property or right to occupy the "same except under and pursuant to the provisions of 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, such current Leases are in full force and effecteffect and, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered disclosed on Schedule XVII attached hereto and to the Operating Partnership prior to best of Borrower's knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the Closing; passage of time or the Holdergiving of notice, as lessor or both, would constitute material defaults thereunder. Except for security deposits required under such Leases, has not received any notice that it is in default of any of its obligations under such the respective Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except and as set forth in the Disclosure Scheduleon Schedule XXVI attached hereto, no tenant is Rent has been paid more than one (1) month in default under any Lease except advance of its due date. There are no offsets or defenses to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to payment of any portion of the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except Rents. Except as set forth in on Schedule XVIII attached hereto, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There is no prior sale, transfer or assignment, hypothecation or pledge of any Lease with such tenant and or of the Rents received therein which is presently outstanding. Except as set forth on Schedule XIX attached hereto, 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. No tenant under any Lease has a right or option pursuant to such Lease claims a right or otherwise to purchase all or any part of the foregoingleased premises or the building of which the leased premises are a part. Except as otherwise disclosed in a tenant estoppel certificate delivered to Lender in connection with the Loan, except as set forth no tenant under any Lease has any right or option for additional space in the Disclosure ScheduleImprovements. To the best of Borrower's knowledge, the Prospectus no Hazardous Materials have been disposed, stored 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 treated by any tenant under any such Lease contests its pro rata shares on or about the leased premises in violation of tax increases as required by its Lease or that Environmental Laws nor does Borrower have 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 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure knowledge of any tenant under tenant's intention to use its leased premises for any such Lease to exercise any cancellation right granted in its Lease activity which, directly or upon any extension indirectly, involves the use, generation, treatment, storage, disposal or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject transportation of any voluntary or involuntary bankruptcy or insolvency proceedingsHazardous Materials in violation of Environmental Laws.

Leases. With respect to each PropertyNot enter into any new lease or any amendments, expansions or renewals of Tenant Leases, or terminate any Tenant Lease, without the information regarding the leasesprior written consent of Purchaser, licenseswhich consent will (i) not be unreasonably withheld, 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 delayed 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, such Leases 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 conditioned prior to the Closing; Contingency Date, and (ii) be in Purchaser’s sole discretion on and after the HolderContingency Date. Furthermore, 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; nothing herein shall be deemed to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right require Purchaser’s consent 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 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 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 expansion or renewal of such Leasesa Tenant Lease which Seller, as landlord, is required to honor pursuant to any Tenant Lease. To Immediately following the Contributors' KnowledgeEffective Date, all material obligations Seller shall deliver to The GAP, INC. (“GAP”), which is currently the sole Tenant of the lessor under Improvements, a Proposed Sale Notice (as defined in Section 6.2 of the Leases that have accrued Third Amendment to Lease (the “GAP Third Amendment”) dated September 8, 2005, by and between GAP and Mission Bay S26a/S28, LLC, as landlord) containing Basic Terms (as defined in the GAP Third Amendment) which are equivalent to the date hereof have been performed terms in this Agreement and Seller shall deliver a copy of such Proposed Sale Notice to Purchaser. If Seller receives the Preliminary Interest Notice or satisfiedthe Election Notice (as such terms are defined in the GAP Third Amendment) in response to such Proposed Sale Notice from GAP, Seller shall immediately notify and provide Purchaser with copies of each such notice when received by Seller. To Contributors' KnowledgeIn addition, no tenants under any if Seller obtains a written waiver from GAP of GAP’s right to purchase the Property pursuant to Section 6 of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsGAP Third Amendment (“GAP Waiver”), Seller shall immediately deliver such GAP Waiver to Purchaser.

Leases. With respect to each PropertyExcept for any oil and gas lease listed as an exception in the Title Insurance Policy, the information regarding Property is not subject to any Leases other than the leases, licenses, tenancies, possession agreements Leases described on Schedule V. Borrower is the owner and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" lessor of landlord’s interest in the Prospectus (Leases. No Person has any possessory interest in the "Leases") is accurate in all material respects. The Entity that owns fee Property or leasehold title right to occupy the same except under and pursuant to the underlying Property provisions of the Leases and oil and gas leases listed as an exception in the Title Insurance Policy. Borrower warrants and represents that: (a) 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, such Leases are in full force and effecteffect and there are no defaults thereunder by either party, except as indicated otherwise in and there are no conditions that, with the Disclosure Schedulepassage of time or the giving of notice, or both, would constitute defaults thereunder, (b) the Prospectus or in any estoppel certificate made available or copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (c) no Rent (other than security deposits) has been paid more than one month in advance of its due date, (d) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the Operating Partnership prior applicable Tenant, (e) 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, (f) the Closing; Tenants under the HolderLeases have accepted possession of and are in occupancy of all of their respective demised Property (except for the Tenant under the Lease for the Surprise Individual Property) and have commenced the payment of full, as lessor unabated rent under such the Leases, (g) Borrower has not received any notice that it is in default delivered to Lender a true, correct and complete list of any of its obligations under such Leases beyond any applicable grace period all security deposits made by Tenants at the Property which has have not been cured; to Contributors' Knowledgeapplied (including accrued interest thereon), except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent all of which are being billed to the tenants held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (h) each Tenant is free from bankruptcy or reorganization proceedings, (i) Intentionally Omitted, (j) the Tenants under the Leases are open for business (except the Tenant under the Lease for the Surprise Individual Property) and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (k) 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under including by reason of any extension of such Lease claims a right to any or expansion of the foregoingspace leased thereunder, except as set forth has previously been disclosed to Lender in writing, (l) no Tenant under any Lease has any right or option for additional space in the Disclosure ScheduleImprovements, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder (m) no Tenant has received no written notice that any tenant under any such Lease contests its pro rata shares of tax increases as required by assigned its Lease or that sublet all or any tenant portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (n) no Tenant has or is asserting any such Lease contests its pro rata shares claim of tax increases as required by its Lease or that any tenant contests any rent, escalation offset or other charges billed to itdefense, except as set forth counterclaim or other claim in respect of such Tenant’s obligations or 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 lessor’s rights under any Lease. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the 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 on effect. Borrower is sole owner of the date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; andlessor’s entire right, except as set forth title and interest in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered and to the Operating Partnership prior to the Closing, 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

Leases. With respect The Properties are not subject to each Property, any leases other than 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" Leases specified in the Prospectus (related Title Insurance Policy. Mortgage Borrower is the "owner and lessor of landlord’s interest in 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, such current Leases are in full force and effecteffect and there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, except 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; the Holder, as lessor under for such Leases, has not received any notice defaults 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, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent . To Borrower’s knowledge: (a) no Person has any possessory interest in any Individual Property or right to occupy the same except under and additional rent are being billed pursuant to the tenants in accordance with provisions of the Leases; (b) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date; (c) all work to be performed by Mortgage Borrower under each Lease has been substantially performed as required and has been accepted by the applicable tenant, as applicableand 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; (d) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein; (e) in each case, unless otherwise indicated thereon, no tenant is entitled to "free" rentlisted on Schedule II has assigned its Lease or sublet all or any portion of the premises demised thereby, rent concessionsno such tenant holds its leased premises under assignment or sublease, rebates, rent abatements, set-offs, or offsets against rent nor does anyone except as set forth in the Lease with such tenant and its employees occupy such leased premises; and (f) except as disclosed in the environmental reports delivered in connection with the Loan no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste. Except with respect to the Out Parcel, no tenant under any Lease has a right or option pursuant to such Lease claims a right or otherwise to purchase all or any part of the foregoing, except as set forth in leased premises or the Disclosure Schedule, building of which 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsleased premises are a part.

Leases. With respect to each PropertyOther than the Leases and as expressly set forth in the Condition of Title, the information regarding the no Seller has entered into any leases, licenses, tenancies, possession agreements and tenancy or occupancy agreements with respect to its Property. No Seller has received any written notice from a Lessee of its Property of any default or breach on the tenants referenced part of such Seller as the landlord under one of the captions "Business Leases of its Property nor does any Seller have actual knowledge of any payment default to such Seller by any of the Lessees of its Property. Other than with respect to the remaining leasing commission that will be due and Properties--Tenant Diversification" payable in connection with the initial term of the HFT Lease (which commission shall be the obligation of RMV and "Business shall be paid through Escrow upon the Close of Escrow), each Seller has paid current all leasing and brokerage fees and commissions that have become due and payable by such Seller under any brokerage agreements Sellers have provided Buyer with complete copies of the leasing commission and brokerage agreements described on Exhibit “O”, which agreements represent the only leasing commission and brokerage agreements for future leasing and brokerage fees and commissions payable in connection with the renewal of the existing Leases (or the exercise of any purchase option) that Sellers have entered into with respect to the Properties -- Existing Portfolio" (collectively, the “Leasing Commission Representation”). Buyer’s obligation with respect to the Leasing Commission Representation shall survive the Close of Escrow for a period of eighteen (18) months. Except as expressly stated in the Prospectus (rent rolls attached as Exhibit “F”, all tenant improvement obligations, concessions and other tenant inducements required for the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title term of a Lease to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy of all such Leases commence, have been made available to the Operating Partnership; to Contributors' Knowledgefully paid and satisfied by such Seller and no such obligations, such Leases are in full force and effect, except as indicated otherwise concessions or inducements become payable in the Disclosure Schedule, future for the Prospectus or in any estoppel certificate made available or delivered commencement date under a Lease to the Operating Partnership prior to the Closing; 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 Contributors' Knowledge, except occur. Except as set forth in said rent rolls, as of the Disclosure Scheduledate of this Agreement, no tenant is Sellers have not received from any Lessee any written notice to cancel, renew or extend any Lease. In addition, and as more particularly described in default under any Lease except Exhibit F hereof, certain of the Sellers have entered into landlord agreements with certain of the Lessees’ lenders (the “Landlord Agreements”). Buyer acknowledges that the Landlord Agreements shall be assigned to Buyer as part of the Assignment of Leases and that Sellers have met their obligation to Buyer to disclose to Buyer the existence of such Landlord Agreements, to the extent contemplated in each of such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed agreements. Notwithstanding anything to the tenants contrary set forth above, if an Estoppel from a Lessee is obtained that contains a certification that expressly covers and validates the representations made by Seller in accordance this Section 13(f) with respect to the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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, then Seller’s representation with respect to any Leases entered into by such Holder, express matter or matters shall be deemed of no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsfurther force and effect.

Leases. With respect The copies of Leases (including all guarantees, amendments, letter agreements, modifications, supplements, confirmation of renewals or extensions, addenda and/or assignments thereof) and brokerage/leasing commission agreements made available to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements Buyer 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 Seller Information are true and complete copy correct copies of all such Leases have been made available to and brokerage agreements and are listed on the Operating Partnership; to Contributors' Knowledge, such Lease Schedule. Such Leases and brokerage/leasing commission agreements are in full force and effect, and binding on the tenant (and the guarantor in respect thereof, if applicable) thereunder. There are no agreements or licenses, written or oral, with respect to any possessory rights, use or occupancy of the Property or tenancies of the Property, except as indicated otherwise described on the Lease Schedule (as defined above) and any Lease entered into after the Original Effective Date in accordance with Section 7.3. Except as set forth in the Disclosure Lease Schedule, no tenant under any existing Lease has delivered written notice of its termination of its Lease (or the Prospectus surrender of any space demised thereunder) or surrender any space currently demised under its Lease. To Seller’s knowledge, Seller is not in material default under any Lease. Except for collateral assignments of leases and rents in connection with Seller’s existing mortgage loan, which will be released prior to or concurrently with Closing, Seller has not assigned, or granted any pledge or encumbrance in respect of, its interest in any estoppel certificate made available Lease or delivered to the Operating Partnership prior to the Closing; the Holderrents payable thereunder. Except as set forth on Schedule 8.1.3, as lessor under such Leases, Seller has not received sent any written notice to any tenant claiming that it such tenant is in material default of any of its obligations under such Leases beyond any applicable grace period Lease, which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Scheduledefault remains uncured. To Seller’s knowledge, no tenant is rents have been paid more than one (1) month in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 advance by any tenant under any such Lease contests its pro rata shares Lease. All tenant improvement work that Seller is required to construct as of tax increases as required by its Lease or that any tenant the Effective Date under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant contests any rentthe Leases has been substantially completed, escalation or other charges billed to it, except than work for which Buyer receives a credit at Closing as set forth in on Schedule 8.1.22. Seller has not received written notice from any party that any existing tenant is subject to any pending actions, voluntary or otherwise, under the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment bankruptcy law of the Holder's rights under any Lease is in effect on the 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsUnited States.

Leases. With respect to each Property, the information regarding the All leases, licenseslicenses and other agreements with regard to the ------ occupancy of the Projects, tenancies, possession including patient and resident care agreements and service agreements which include an occupancy agreements with agreement, including the tenants referenced under the captions Operator Leases ("Business LEASES"), shall be in form and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate in all material respectssubstance reasonably acceptable to Lender; provided Borrowers need not seek Lender's approval for any new Qualified Non-Residential Lease entered into hereafter. The Entity that owns fee or leasehold title Borrowers shall cause each Operator to the underlying Property (the "Holder") holds the lessorsubmit for Lender's interest under such Leases; approval a true and complete copy of the form of residential Lease each Operator proposes to utilize at its Project(s), and all residential Leases entered into after the Closing Date shall be on forms reasonably approved by Lender without material modification. Lender must approve all non-residential Leases of any part of any Project; provided, however, Lender's approval shall not be required for (but the applicable Borrower shall cause the applicable Operator to provide Lender with a copy of) the execution, amendment, surrender or termination of any Lease of non-residential space with an occupant thereof which provides for market rentals and otherwise contains market terms and provisions, so long as such Lease is not entered into with Guarantor or any of its or any Borrower's Affiliates, does not have a term (including extension options in favor of lessee) in excess of two (2) years and will not (in Lender's reasonable estimation) account for Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more of gross revenue from the applicable Project in any one (1) year period (a "QUALIFIED NON-RESIDENTIAL LEASE"). On the Closing Date, Borrowers shall deliver to Lender a rent roll showing all existing Leases. On the Closing Date, all existing Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are shall be in full force and effecteffect and Borrowers shall submit a revised and recertified rent roll for the Projects. If any non-residential leases, 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; the Holder, as lessor under such other than Qualified Non-Residential 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent exist or are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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, hereafter entered into with respect to any Leases entered into by such HolderProject, no brokerage commissions will be due upon the failure of any each tenant under any such Lease thereunder shall execute and deliver to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued Lender prior to the date hereof have been performed Closing or satisfiedprior to execution thereof by a Borrower or an Operator, as applicable, a Subordination and Attornment Agreement in a form acceptable to Lender, if requested by Lender. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings3.7.

Leases. With respect Between the Effective Date and the expiration of the Property Approval Period, Seller shall not enter into any new Leases or any amendments, extensions or terminations (other than those unilateral rights of tenants to each Propertyamend, the information regarding the leasesrenew, 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 extend or leasehold title terminate pursuant to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy terms of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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; the Holder, as lessor under such existing 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 Contributors' Knowledge, except as rights are specifically set forth in the Disclosure ScheduleLeases and do not require the consent of approval of the landlord thereunder) of existing Leases which provide for other than a thirty (30) day termination provision (collectively, no tenant is “New Leases”) without obtaining Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed, and which consent will be deemed to have been given by Buyer if Buyer does not notify Seller in default under any Lease except writing to the extent contrary within three (3) business days after Seller provides written notice to Buyer of such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed New Lease. Subsequent to the tenants in accordance with expiration of the LeasesProperty Approval Period, as applicable; no tenant is entitled to "free" rentand continuing until the Closing (provided the Agreement has not been terminated), rent concessions, rebates, rent abatements, set-offsSeller will not enter into, or offsets against rent except as set forth amend, renew, extend or terminate any New Leases without Buyer’s prior written consent, which consent may be withheld in Buyer’s sole discretion, and if Buyer does not give its consent to Seller in writing within three (3) business days after Seller provides written notice to Buyer of such New Lease, Buyer shall be deemed to have withheld its consent to such New Lease. Without limiting the Lease with such tenant and no tenant under any such Lease claims a right to any generality of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in Seller will provide Buyer with copies of 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 and all proposals and/or letters of intent for such a New 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 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 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 delivery or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsreceipt thereof.

Leases. 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 respect to any Leases entered into by such Holderat any time after the date of this Agreement and any Lease Receivables and/or Gross Lease Receivables related thereto, no brokerage commissions will be due upon Borrower warrants and represents to Lender that as of the failure date of any tenant such Leases, Lease Receivables and/or Gross Lease Receivables, as the case may be, unless otherwise indicated in writing by Borrower: (A) they are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are only evidenced by one, if any, executed original instrument, agreement, contract or document; (B) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) the amounts of the face value shown on any Leases or schedules thereto or schedule of accounts or accounts receivable report delivered or provided to Lender, and all invoices, statements and reports delivered or provided to Lender, with respect to any Gross Lease Receivables and/or Leases are actually and absolutely owing to Borrower and are not contingent for any reason; (D) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (E) there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount of any Gross Lease Receivables and/or Leases, and on all contracts, reports, invoices and statements delivered or provided to Lender with respect thereto; (F) to the best of Borrower's knowledge and belief, all Account Debtors, under any such Gross Lease Receivables and/or Leases, (i) had the capacity to exercise contract at the time any cancellation right granted in its Lease or upon contract or other document giving rise to the Gross Lease Receivable was executed, (ii) are solvent, and (iii) are not the subject of a bankruptcy or insolvency proceeding of any extension or renewal of such Leases. To kind; (G) the Contributors' KnowledgeGross Lease Receivable, all material obligations of the lessor under Leased Equipment and the Leases that have accrued giving rise to any such Gross Lease Receivable are not subject to any Liens or claim or encumbrance, except those of Lender, those removed or terminated prior to the date hereof and those subordinate to Lender's security interest (unless otherwise agreed by the Lender in its sole discretion); (H) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; (I) to the best of Borrower's knowledge and belief, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in said party's financial condition; (J) they have not been pledged, assigned or transferred to any Person other than to the Lender; (K) the Leases and any guarantees or undertakings of any kind whatsoever regarding the same constitutes legal, valid and binding agreements enforceable against the Account Debtors and any guarantors in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally; (L) Borrower is the sole and absolute owner of (or has a perfected, first priority lien and security interest in) all the applicable Leases, Gross Lease Receivables and Leased Equipment (subject only to the Liens of the Lender hereunder); (M) the applicable Leased Equipment shall have been performed delivered and/or installed, shall be in good working order and shall have been fully and duly accepted by the applicable lessee; (N) it has been newly originated by the Borrower and does not arise from a re-written lease; (O) there are no verbal, written or satisfied. To Contributors' Knowledgeimplied agreements or representations between the Borrower and the Account Debtor regarding any such Gross Lease Receivables and/or Leases and/or Leased Equipment other than the written agreements or documents delivered to and held by the Lender, no tenants under any or held by the Borrower or the Trustee (if applicable) on behalf of the Lender, pursuant to the terms of this Agreement; and (P) all of the applicable Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.are commercial and business

Leases. With respect to Exhibit M is a list and brief description of each Propertyof the facilities or real properties leased by the Company and used in its business (the "Real Property Leases"). The description sets forth, among other things, the information regarding address of each facility or real property leased and the leases, licenses, tenancies, possession agreements name and occupancy agreements address of the landlord. Exhibit N also contains a list of all leases under which the Company possesses or uses personal property in connection with the tenants referenced under conduct or operation of its business. The personal property leases set forth in Exhibit N are sometimes collectively referred to as the captions "Business Personal Property Leases." True, correct and Properties--Tenant Diversification" complete copies of the Real Property Leases and "Business and Properties -- Existing Portfolio" in the Prospectus Personal Property Leases (collectively, the "Leases") is accurate in all material respectshave been delivered to Purchaser. The Entity that owns fee or leasehold title to All of the underlying facilities covered by the Real Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy of all such Leases have been made available delivered to Purchaser. All of the facilities covered by the Real Property Leases are equipped in substantial conformity with laws and governmental regulations applicable to the Operating Partnership; to ContributorsCompany or the business. The zoning of each parcel of real property permits the presently existing improvements thereon and continuation of the business presently conducted thereon and no changes therein are pending or are threatened. To the best of the Company's and Sellers' Knowledgeknowledge after due inquiry, such Leases no condemnation or similar proceedings are in full force and effectpending or, 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 best knowledge of the Closing; the HolderCompany and Seller, as lessor under such Leasesafter due inquiry, has not received any notice that it is in default of threatened against any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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 real properties described on Exhibit M. Upon review of the Leases, as applicable; no tenant is entitled to "free" rentthe best knowledge of the Company and Sellers, rent concessionsnone of the Leases contains any provisions which, rebatesafter the Closing Date, rent abatements, set-offs, would (i) hinder or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right prevent Purchaser from continuing to use any of the foregoing, except as set forth in properties or assets which are 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any subject of the Leases is presently in the subject manner in which they are currently used or (ii) impose any additional costs (other than scheduled rental increases) or burdensome requirements as a condition to their continued use which are not currently in effect. Except for the Leases, none of the Company's Assets are held under, or used by the Company in connection with the Company's business pursuant to, any voluntary lease or involuntary bankruptcy or insolvency proceedingsconditional sales contract.

Leases. With respect The Borrower has delivered to the Agent true and complete copies of the Leases and any amendments thereto relating to each Property, Collateral Property required to be delivered as a part of the information regarding Eligible Real Estate Qualification Documents as of the leases, licenses, tenancies, possession agreements date required under this Agreement. An accurate 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 complete Rent Roll in all material respectsrespects as of the date of inclusion of the applicable Real Estate as Collateral Property with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Entity that owns fee Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole material agreements relating to leasing or leasehold title licensing of space at such Collateral Property and in the Building relating thereto. No tenant under any Lease is entitled to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy any free rent, partial rent, rebate of all rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases have been made available to or such Rent Roll. Except as set forth in Schedule 6.22, the Operating Partnership; to Contributors' KnowledgeLeases reflected therein are, such Leases are as of the date of inclusion of the applicable Real Estate as Collateral Property, 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with the Leasestheir 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 except as applicable; no tenant is entitled to "free" rentreflected in Schedule 6.22, rent concessionsneither Borrower nor any Subsidiary of Borrower has given or made, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into of the Leases, and to the best of the knowledge and belief of the Borrower and the Subsidiary Guarantors, there is no basis for any such claim or notice of default by such Holder, any tenant. Borrower knows of no brokerage commissions will be due upon condition which with the failure giving of notice or the passage of time or both would constitute a default on the part of any tenant with respect to the material terms under any such Lease to exercise any cancellation right granted in its a Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor respective Borrower as landlord under the Lease. No security deposit or advance rental or fee payment (more than two (2) months in advance) has been made by any lessee or licensor under the Leases that have accrued to except as may be specifically designated in the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No property other than the Collateral Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With (a) Section 5.11(a) of the Disclosure Schedule sets forth a true and complete list of all leases, agreements and other rights of possession or commitments to lease or otherwise possess, under which Seller or any of its Subsidiaries is the lessor, licensor or otherwise grants use or occupancy, and under which any Sellers have a leasehold interest or other contractual rights in or to any Purchased Asset, which in the case of leases for personal property provides for annual rental payments of more than $250,000 (collectively "Material Personalty Leases") and which includes all leases for Real Property and leases related to the Temple-Inland Canal Easement or the Water Easement and which is not terminable without penalty upon notice of 12 months or less, such list including, for each such Lease: (i) an identification of the lease, sublease or license agreement therefor (or any other agreement with respect to each Propertythe use or occupancy thereof) and any and all amendments or modifications thereof or side letters with respect thereto (collectively, 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"); (ii) is accurate in all material respects. The Entity that owns fee or leasehold title the type of property leased thereunder, and with respect to Leases for real property, the underlying Property approximate size of the premises leased thereunder; (iii) the "Holder"term thereunder, including any extension options; (iv) holds with respect to Leases for real property, the lessor's interest under use of such Leasespremises and the nature of any improvements located thereon; a true and complete copy (v) the recording information of all such any Leases which have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases are in full force and effect, except as indicated otherwise recorded 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, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 real estate records offices. With respect to any Leases entered into by for real property under which any Sellers have a leasehold interest or other contractual rights, such HolderPerson has good and valid leasehold title, no brokerage commissions will be due upon the failure free and clear of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsEncumbrances except for Permitted Exceptions.

Leases. With respect Borrowers shall furnish Lender with executed copies of all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to each Property, the information regarding the leases, licenses, tenancies, possession agreements existing local market rates and occupancy agreements with the tenants referenced under the captions "Business shall be arms-length transactions 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 shall be subject to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy prior written approval of all such Lender. All Leases have been made available shall provide that they are subordinate to the Operating Partnership; Mortgages and that the lessee agrees to Contributors' Knowledge, such Leases are in full force attorn to Lender. Borrowers shall: (A) observe and effect, except as indicated otherwise in perform all the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due imposed upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued and shall not do or permit to be done anything to impair the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any value of the Leases as security for the Debt; (B) promptly send to Lender copies of all notices of default which Borrowers shall send or receive thereunder; (C) enforce all of the terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof; (D) not collect any Profits (as defined in the Mortgages) more than one (1) month in advance; (E) not execute any other assignment of the lessor's interest in the Leases or Profits; (F) other than de minimis non-financial amendments, not alter, modify or change the terms of the Leases without the prior written consent of Lender, or, except if a lessee is presently in default, cancel or terminate the subject Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of any voluntary Property or involuntary bankruptcy of any interest therein so as to effect a merger of the estates and rights of, or insolvency proceedingsa termination or diminution of the obligations of, lessees thereunder. However, any Lease may be canceled if at the time of the cancellation thereof a new Lease is entered into with a bona fide, independent third-party on substantially the same terms or more favorable terms as the canceled Lease; (G) not alter, modify or change the terms of any guaranty of the Leases or cancel or terminate such guaranty without the prior written consent of Lender; (H) not consent to any assignment of or subletting under the Leases not in accordance with their terms, without the prior written consent of Lender; and (I) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Properties as Lender shall from time to time request.

Leases. With The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Mortgaged Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent Roll as of the date of inclusion of each Mortgaged Property in the Collateral with respect to each Propertyall Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in Schedule 6.22, the information regarding Leases reflected therein are, as of the leases, licenses, tenancies, possession agreements and occupancy agreements with date of inclusion of the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" applicable Mortgaged Property 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' KnowledgeCollateral, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, neither the LeasesBorrower nor any Guarantor has given or made, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into by such Holderof the Leases, and to the best of the knowledge and belief of the Borrower, there is no brokerage commissions will be due upon the failure of any tenant under basis for any such Lease to exercise claim or notice of default by any cancellation right granted in its Lease or upon any extension or renewal of such Leasestenant. To No property other than the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Mortgaged Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect Except as disclosed in any Tenant estoppel certificate addressed and delivered 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 Lender prior to the underlying Closing Date or in Schedule 3.1.22 attached hereto, or otherwise disclosed to Lender in writing: (a) the rent roll attached hereto as Schedule I is true, complete and correct, no Property (is subject to any Leases other than the "Holder") holds Leases described in Schedule I, and no Person has any possessory interest in any Property or right to occupy the lessor's interest same except under such and pursuant to the provisions of the Leases; a true and complete copy of all such (b)(i) the Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases identified on Schedule I are in full force and effect, except (ii) there are no monetary defaults or, to Borrower’s Knowledge, material non-monetary defaults thereunder by any applicable Tenant, (iii) there are no defaults thereunder by Borrower, as indicated otherwise in landlord, and, Borrower’s Knowledge, there are no conditions that, with the Disclosure Schedulepassage 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 state or federal bankruptcy, insolvency, or similar laws or regulations, (c) the Prospectus or in any estoppel certificate made available or copies of the Leases delivered to Lender are true and complete, 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 to which such Borrower is a party has been performed as required and has been accepted by the Operating Partnership prior applicable Tenant, and Borrower has no remaining obligation to the Closing; the Holderpay for Tenant Improvements, as lessor under such Tenant Improvement Allowances or Leasing Commissions for existing Leases, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the applicable Borrower to any Tenant has not already been received by such Tenant, (g) any notice that it is security deposits are being held in default of any of its obligations accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under such Leases beyond any applicable grace period which has not been curedtheir Leases; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, (i) no tenant is in default Tenant under any Lease except 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(or any sublease) is an Affiliate of Borrower, as applicable; (j) no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 Improvements of which the leased premises are a part, (k) each Tenant at the Property is in effect on physical occupancy of the date hereof premises demised under its Lease, to Borrower’s Knowledge and has not sublet any portion thereof to any Person, and (l) no Person other than collateral assignments to secure mortgage the applicable Borrower and the applicable Tenant have any right, title or mezzanine indebtedness; and, except as set forth interest in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered and to the Operating Partnership prior Leases and Rents except the rights and Liens granted to Lender pursuant to the Closing, 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLoan Documents.

Leases. With respect The Security Property is not subject to each Property, any Leases other than 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" Leases described in the Prospectus rent roll delivered to Lender in connection with this Security Instrument. No person has any possessory interest in the Security Property or right to occupy the same except MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 34 under and pursuant to the provisions of the Leases. 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 any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "LeasesAssignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) 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 not been made available modified or amended, except as disclosed to Lender in writing on the Operating Partnershipdate hereof; to Contributors' Knowledge, such Leases are (iv) each Lease is in full force and effect; (v) other than disclosed on Exhibit B attached hereto, 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 neither Borrower nor 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 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 default beyond any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants applicable cure period under any of the Leases is presently terms, covenants or provisions of the subject Lease, and Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to the best of Borrower's knowledge, there are no offsets or defenses to the payment of any voluntary or involuntary bankruptcy or insolvency proceedingsportion of the Rents; and (vii) all Rents due and payable under each Lease have been paid in full and no said Rents have been paid more than one (1) month in advance of the due dates thereof.

Leases. With The Borrowers have delivered to the Agent true copies of the Leases and any amendments thereto relating to each Mortgaged Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and complete Rent Roll as of the date of inclusion of each Mortgaged Property in the Collateral with respect to each Propertyall Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the information regarding Leases reflected therein are, as of the leases, licenses, tenancies, possession agreements and occupancy agreements with date of inclusion of the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" applicable Mortgaged Property 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' KnowledgeCollateral, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants effect in accordance with the Leasestheir respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as applicable; reflected in Schedule 6.22, no tenant is entitled to "free" rentBorrower has given or made, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into by such Holderof the Leases, and to the best of the knowledge and belief of the Borrowers, there is no brokerage commissions will be due upon the failure of any tenant under basis for any such Lease to exercise claim or notice of default by any cancellation right granted in its Lease or upon any extension or renewal of such Leasestenant. To No property other than the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Mortgaged Property which is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.

Leases. With respect (a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for economic terms, including rental rates, comparable to each existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) have a term of not less than five (5) years (unless Lender approves in writing a shorter term), (iv) have a term of not more than fifteen (15) years, including all extensions and renewals (unless Lender approves in writing a longer term), (v) provide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vi) be with Tenants that are creditworthy as determined by Borrower in the exercise of prudent property management practices, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (viii) other than the Ionis Lease, not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property, any requirement for a non-disturbance or recognition agreement (other than on the information regarding the leasesstandard form previously approved by Lender), licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced or any other terms which are reasonably likely to materially adversely affect Lender’s rights under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" Loan Documents; provided that, in connection with extensions or renewals of Leases existing on 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' Knowledgedate hereof, such Leases 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; 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 Contributors' Knowledge, except as term that would otherwise breach the requirements set forth in the Disclosure Schedule, no tenant is in default under any Lease except this Section 4.1.9(a) shall be permitted to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed necessary to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, implement an extension or offsets against rent except as set forth renewal term expressly contained in the applicable Lease with such tenant and no tenant under any 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 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 respect to any Leases entered into by such Holderwhich Borrower has no discretion. Any non‑compliance with the foregoing requirements shall require Lender’s prior written approval, no brokerage commissions will which shall not be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease unreasonably withheld or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsdelayed.

Leases. With Borrower represents and warrants to Lender with respect to each Propertythe Leases that: (a) the Rent Roll attached hereto as Schedule I is true, complete and correct, the information regarding Property is not subject to any Leases other than the leasesLeases described in Schedule I, licenses, tenancies, possession agreements and occupancy agreements with Mortgage Borrower is the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" sole owner of landlord’s interest in the Prospectus (Leases, and no Person has any possessory interest in the "Leases") is accurate in all material respects. The Entity that owns fee Property or leasehold title right to occupy the same except under and pursuant to the underlying Property provisions of the Leases, (b) 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, such Leases identified on Schedule I are in full force and effect, effect and there are no material defaults thereunder by either party except (i) as indicated otherwise in the Disclosure Schedule, the Prospectus or provided in any estoppel certificate made available certificates or similar documents provided to Lender (collectively, the “Estoppels”), (ii) as disclosed in the Rent Roll, or (iii) as otherwise disclosed by Mortgage Borrower to Lender attached hereto as Schedule IV (the “Additional Disclosures”) (collectively, the Additional Disclosures, the Rent Roll and the Estoppels, the “Lease Disclosures”), (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as provided in the Operating Partnership prior to the Closing; the HolderLease Disclosures, as lessor under such Leases, no Rent (including security deposits) has not received any notice that it is been paid more than one (1) month in default of any advance of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledgedue date, (e) except as set forth provided in the Disclosure ScheduleLease Disclosures, no tenant all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements (h) except as provided in the Lease Disclosures, neither the landlord nor any Tenant is in default under any Lease except 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 of the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent (i) except as set forth provided in the Lease with such tenant and Disclosures, Borrower has no tenant under knowledge of any such Lease claims a right to any notice of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus termination 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 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, default 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 Lease; (j) Mortgage Borrower has not assigned or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under pledged any of the Leases is presently Leases, the subject rents or any interests therein except to Mortgage Lender; (k) except as provided in the Lease Disclosures, no Tenant or other party has an option or right of first refusal or offer, to purchase all or any voluntary or involuntary bankruptcy or insolvency proceedingsportion of the Property; and (1) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease.

Leases. With No Individual Property is subject to any leases other than the Leases in respect to each Propertyof such Individual Property that are described in the Certificate of Rent Roll. To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll and except for discrepancies which, either individually or in the aggregate would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, the information regarding rent roll attached to the leasesCertificate of Rent Roll is true, licenses, tenancies, possession agreements complete 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 respectsrespects as of the date of such rent roll. The Entity that owns fee In respect of each Individual Property, (i) Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases in respect to such Individual Property and (ii) no Person has any possessory interest in such Individual Property or leasehold title right to occupy the same except under and pursuant to the underlying Property (provisions of the "Holder") holds Leases or any Permitted Encumbrances. To Borrower’s knowledge, except as otherwise disclosed on the lessor's interest under such Leases; a true and complete copy Certificate of all such Leases have been made available to Rent Roll, the Operating Partnership; to Contributors' Knowledge, such current Leases are in full force and effect. None of Manager, except as indicated otherwise in the Disclosure ScheduleBorrower, the Prospectus Mortgage Borrower, Guarantor or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, Affiliate of Guarantor has not received any written 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, except as set forth in the Disclosure Schedule, no tenant Mortgage Borrower (or Mortgage Borrower’s predecessor-in-interest) is in default under any Lease except to for violations or defaults (A) that have been cured or (B) that do not, in the extent such default would not aggregate in respect of any Individual Property, have a an Individual Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except Effect on such Individual Property. Except (1) as set forth in the tenant estoppels delivered by Borrower to Lender on or prior to the Closing Date or in the Certificate of Rent Roll and (2) if the same, either individually or in the aggregate, would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, as of the Closing Date, (a) none of Manager, Borrower, Mortgage Borrower (or Mortgage Borrower’s predecessor-in-interest), Guarantor or any Affiliate of Guarantor has delivered a written notice to a Tenant at any Individual Property that it is in default under its Lease with (other than notices relating to defaults that have been cured by such tenant tenant) and no tenant Tenant is in monetary or, to Borrower’s actual knowledge, material non-monetary default under its Lease, (b) all security deposits in respect of each Individual Property are held by Mortgage Borrower in accordance with applicable law, (c) except as otherwise disclosed on Schedule X hereto, no Rent has been paid by any such Tenant at any Individual Property more than one (1) month in advance of its due date, and (d) all work to be performed by Mortgage Borrower under each Lease claims a right to any in respect of each Individual Property has been performed as required and has been accepted by the applicable Tenant. As of the foregoingClosing Date, except as set forth otherwise disclosed on Schedule XI hereto, no Tenant has a right or option pursuant to its Lease or otherwise to purchase all or any part of the Individual Property to which such Lease relates. Except if the same, either individually or in the Disclosure Scheduleaggregate, would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect and except as otherwise disclosed on Schedule XV hereto, as of the Prospectus Closing Date, no Tenant has a right or in any estoppel certificate made available option pursuant to its Lease or delivered otherwise to the Operating Partnership terminate such Lease prior to the Closing; the Holder has received no written notice that any tenant under scheduled expiration date thereof, other than any such Lease contests its pro rata shares of tax increases as required by its Lease right or option 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 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due conditional upon the failure occurrence of any tenant under any such Lease to exercise any cancellation right certain events of circumstances. Neither Borrower nor Mortgage Borrower has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases or its interest therein, other than pursuant to the Loan Documents. The organizational identification number of Centro NP Senior Mezz Holding, LLC is presently 4847021, and the subject organizational identification number of any voluntary or involuntary bankruptcy or insolvency proceedingsCentro NP New Garden Mezz 1, LLC is 4846514.

Leases. With respect The Rent Roll lists all Leases for any portion of each Property or otherwise affecting each Property, and is accurate and complete in all material respects as of the date of the Rent Roll. The copies of the Leases which have been delivered or made available to BPP are true and complete, constitute all outstanding Leases and include all subleases known to the Contributors relating to each Property. True, the information regarding the leases, licenses, tenancies, possession agreements complete 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 correct copies of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 date hereof other than collateral assignments to secure mortgage of this Agreement have been delivered or mezzanine indebtedness; and, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to BPP and the Operating Partnership prior to the ClosingContributors shall promptly provide true, with respect to complete and correct copies of any Leases entered into by after the date of this Agreement to BPP. Each Lease (i) is in full force and effect with respect to the applicable Contributor, and, to the Contributors' knowledge, the applicable tenant; and (ii) constitutes the entire agreement between the applicable Contributor and such Holdertenant with respect to the applicable Property and includes any other agreements between such parties related in any way to such Property. To the Contributors' knowledge, no brokerage commissions will be due upon Contributor is in default in the failure performance of any tenant material obligation under any such Lease to exercise of the Leases (or any cancellation right granted in its Lease agreements incorporated therein by reference) and the Contributors have no knowledge of any circumstances which, with the passage of time or upon the giving of notice, or both, would constitute an event of default by landlord under any extension or renewal of such the Leases. To the Contributors' Knowledgeknowledge, all no tenant is in monetary default under its Lease for more than thirty (30) days in payment of base rent and the Contributors have no knowledge of any material obligations non-monetary default of Major Tenants. Except as indicated in the lessor Rent Roll, (x) no advance rent or other payment has been made with respect to any Lease except rental for the current month, (y) there is no free rent or other concession with respect to any Lease and (z) there is no obligation under the Leases that have accrued Lease for the refunding of a security deposit. Except as otherwise expressly set forth in the Rent Roll or as set forth on Schedule 3.1(h), to the date hereof have been performed or satisfied. To Contributors' Knowledgeknowledge (and without any duty to investigate) there are no actions, no tenants voluntary or involuntary, pending against any tenant under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingslaws.

Leases. With respect to each Property(a) Borrower shall furnish Lender with executed copies of all Leases. A new Lease which is not a Major Lease, a renewal and extension or amendment of a Lease which is not a Major Lease, shall not require Lender's approval, PROVIDED (i) the rent and other amounts payable thereunder, based upon the location of the demised premises, the information regarding type of property, and the leasestenant improvements, licensesallowances or concessions to be made or provided by the landlord thereunder (taken as a whole) are "market" rate as determined by Borrower in good faith, tenanciesand (ii) the other proposed terms thereof (taken as a whole) are Commercially Reasonable as determined by Borrower in good faith. Lender hereby agrees that the terms and provisions of Borrower's standard forms of Lease attached hereto as EXHIBIT D (collectively, possession the "STANDARD LEASE FORM") without material deviation (defined for these purposes as a deviation that would likely be objectionable to a prudent institutional lender) are Commercially Reasonable. Subject to the provisions of the next sentence, all new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Property and that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee's request. Lender agrees to execute subordination, non-disturbance and attornment agreements and occupancy agreements on the form attached hereto as EXHIBIT E (with the tenants referenced such changes as reasonably approved by Lender), or, if required 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 applicable Lease, any other form reasonably satisfactory 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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 ClosingLender, with respect to any Leases entered into Lease as to which a subordination, non-disturbance and attornment agreement is required to be delivered by such HolderLender, no brokerage commissions will be due upon the failure either as an obligation of any tenant Borrower under any such Lease or in order to exercise any cancellation right granted in its Lease or upon any extension or renewal effect the subordination of such Leases. To Lease and the Contributors' Knowledge, all material obligations of agreement to attorn by the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsrelated Tenant.

Leases. With respect to each PropertySeller is the lessor or landlord or the successor lessor or landlord under the Leases. Except as set forth in the Lease Schedule, the information regarding the leases, licenses, tenancies, possession agreements and there are no other leases or occupancy agreements with to which Seller is a party affecting the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" Property. Except as otherwise set forth 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 , no presently effective rent concessions have been made available given to the Operating Partnership; to Contributors' Knowledge, such Leases are any tenants and no rent has been paid more than thirty (30) days in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in advance by any estoppel certificate made available or delivered to the Operating Partnership prior tenants respecting a period subsequent to the Closing; the Holder. Except as forth in EXHIBIT 5.1(c) hereto or as otherwise disclosed to Purchaser, as lessor under such Leasesno tenants have asserted in writing any claims, 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; defenses or offsets to Contributors' Knowledgerent. To Seller's knowledge, except as set forth in the Disclosure ScheduleEXHIBIT 5.1(c) hereto or as otherwise disclosed to Purchaser, no tenant is in default material default, delinquency or breach exists on the part of any tenant. There are no material defaults or breaches on the part of the landlord under any Lease. In the event that any Tenant Estoppel delivered to Purchaser with respect of any Lease except shall contain any statement of fact, information or other matter which is inconsistent with the matters stated in Seller's representations in this Section 5.l(c), the Tenant estoppel shall control and Seller shall have no liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained in the Tenant Estoppel unless such claim arises out of an intentional misrepresentation of Seller. Notwithstanding anything to the extent such default would contrary contained in this Agreement, but without limiting any of Seller's other representations and warranties contained in this Agreement, Seller does not have a Material Adverse Effect; fixed rent and additional rent are being billed to represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants in accordance with under the LeasesLeases will have performed their obligations thereunder. Except as disclosed to Purchaser, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 Landlord has received no written notice that of any tenant under tenant's intent to terminate its Lease. The termination of 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 Closing by reason of the Holdertenant's rights under default shall nor entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any Lease is in effect other claim on the 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure part of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsPurchaser.

Leases. With respect The Building is 100% leased to each PropertyPerseus Distribution, the information regarding the Inc. ("Perseus"), and there are no other leases, licenses, tenanciessubleases, occupancy agreements or other agreements for the use, possession agreements or occupancy of any portions of the Real Property, other than those listed on Exhibit L attached to this Agreement. Exhibit L contains a true, correct and occupancy agreements with complete list of all currently existing Leases at the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") Property to which Seller 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 Leasesa party; a full, true and complete copy copies of all such Leases and all amendments and guarantees relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Operating Partnership; to Contributors' KnowledgeDocuments). To Seller's knowledge, such Leases are each Lease is in full force and effect, and except as indicated otherwise shown on Exhibit L, to Seller's knowledge, no rent or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. Exhibit L sets forth a true and correct listing of all security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by the Disclosure Scheduletenants under the Leases. Except as shown in Exhibit L, Seller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor has Seller received any written notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the Prospectus rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any estoppel certificate made available or delivered manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which is to the Operating Partnership prior to be repaid by Seller and released as of the Closing; . Except as described on Exhibit L, no tenant has given written notice to Seller of any default or offsets, claims or defenses available to it. The only Tenant Inducement Costs in the Holder, nature of tenant improvement costs for space currently being leased under any Leases in effect as lessor of the date hereof (whether in the form of direct payments therefor required of Seller or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, has not received in any notice that it is in default of any of its obligations such case which may hereafter be payable under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except or with respect to the extent such default would not have a Material Adverse Effect; fixed rent Leases (and additional rent are being billed to the tenants excluding, in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any event any such Lease claims a right to any of the foregoing, except as set forth Tenant Inducement Costs which may arise in the Disclosure Schedule, the Prospectus connection with expansions or in any estoppel certificate made available lease renewals/extensions hereafter occurring under 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings) are identified in Exhibit L hereto.

Leases. With respect to each PropertyAny new lease signed between the Effective Date and the Closing shall satisfy the requirements of an Eligible Lease (as defined below), 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, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or thereof shall be delivered to the Operating Partnership Purchaser prior to the Closing; . The Seller shall pay all brokerage commissions and finders’ fees applicable to all Leases in effect as of the Holderdate of this Agreement and any commissions and finders’ fees, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease consistent with such tenant commissions and no tenant under any such Lease claims a right to any of fees paid by 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 Seller 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 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 ClosingEffective Date, with respect to any Leases new leases entered into after the Effective Date shall be paid by the Purchaser. For purposes of this Agreement, “Eligible Lease” shall mean a lease for a Property that satisfies all of the following: (a) the form of lease reflects customary market standard terms; (b) the lease is entered into on an arms-length basis without payment support by the Seller or its partners, representatives, employees, agents or affiliates; provided, that any incentives offered to tenants shall not be deemed to constitute such Holderpayment support; (c) the lease is to a bona fide third-party tenant; (d) the lease is in compliance with all applicable laws, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted ordinances, rules, and regulations in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations respects; and (e) the lease is consistent with the Property Manager’s internal leasing guidelines. Page 23 B. Property Manager Covenants. (i) From the Effective Date until the Closing (or the earlier termination of this Agreement), the Property Manager shall: (a) promptly notify Purchaser and Seller of the lessor under Property Manager’s receipt of written notice of (x) any material casualty or condemnation affecting any Unit or threatened condemnation affecting any Real Property, (y) any violation of laws applicable to any Unit which violation would reasonably be expected to have a material adverse effect on such Unit, and (z) any litigation affecting the Leases that Property of which Property Manager receives written notice, which litigation would reasonably be expected to have accrued a material adverse effect on the Property, and by its execution of this Agreement, Seller consents to all such disclosures; and (b) prior to the date hereof have been performed or satisfied. To Contributors' KnowledgeClosing Date, no tenants under any market the Property for lease in the ordinary course of its business and subject to the Leases is presently the subject terms of any voluntary or involuntary bankruptcy or insolvency proceedings.Section 9(A)(ii) above; 10.MISCELLANEOUS A.

Leases. With respect (a) Such Seller shall not, from and after the Effective Date and until the termination of this Agreement, (i) modify, renew (except pursuant to each Propertythe exercise by a tenant of a renewal or extension option contained in such tenant's Lease which shall not require the prior written approval of the Buyer), the information regarding the leasesgrant any consent to any assignment or sublet , licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced or waive any material rights in writing under the captions "Business Leases, (ii) terminate any Lease except by reason of a default by the tenant thereunder and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" then only in the Prospectus accordance with such Seller’s past practice or as required by law, (the "Leases"iii) is accurate in all material respects. The Entity that owns fee enter into a New Lease, or leasehold title (iv) accept a surrender or consent 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, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus termination or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default cancellation of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' KnowledgeLease by the tenant thereunder, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed landlord is obligated to the tenants do so in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any terms of 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 law or that arising by reason of a default by the tenant thereunder, in each case described in clauses (i) through (iv), without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed, and which shall be deemed approved if Buyer fails to respond to a written request for approval made at any tenant under any such Lease contests its pro rata shares time during the term of tax increases this Agreement within ten (10) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement 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 brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant lease. If Buyer approves (or is deemed to have approved) of Seller's entering into a New Lease and such lease is thereafter fully executed, then (i) the Closing; no assignment amount of the Holderbrokerage commission specified in Seller's rights under any Lease is in effect on notice, (ii) the 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 respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure cost of any tenant improvements to be performed by the landlord under the terms of the proposed lease, (iii) the amount of any cash work allowances required to be given by the landlord to the tenant under the terms of the proposed lease incurred in connection with such New Lease and (iv) the economic impact of any free rent shall be the responsibility of Buyer and shall be apportioned at the Closing in accordance with the proration provisions herein. Upon Seller's execution and delivery of any such lease approved by Buyer, the same shall be deemed to be a New Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, for all material obligations of the lessor purposes under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthis Agreement.

Leases. With respect (a) All Leases, amendments and modifications to each Property, Leases and all renewals of Leases executed after 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 date hereof (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, such Leases 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; the Holderexcept, as lessor under such Leasesto any amendment, has not received any notice that it is in default modification or renewal of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledgeexisting Lease executed after the date hereof, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent otherwise provided in such default would not have Lease as a Material Adverse Effect; fixed unilateral right of the related Tenant without the consent of the Borrower, as landlord) shall (i) provide for market rental rates in the local market, (ii) be on commercially reasonable terms and conditions, including, without limitation, tenant allowance, tenant improvement and free rent and additional rent are being billed packages consistent with the then-current local market terms for the same, (iii) provide that such Lease is subordinate to the tenants in accordance with applicable Mortgage and that the Leaseslessee will attorn to the mortgagee and any purchaser at a foreclosure sale, (iv) (A) as applicable; no tenant is entitled to "free" rentthe Toro Lease, rent concessions, rebates, rent abatements, set-offsnot add any additional, or offsets against rent modify any existing, option to purchase, right of first refusal to purchase or right to terminate and (B) as to any new Lease executed after the date hereof, not contain any option to purchase any portion of the Property, any right of first refusal to purchase any portion of the Property, or any right of first offer to purchase any portion of the Property and (v) not contain any right of Tenant to terminate (except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any event of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus destruction 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 condemnation 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 a substantial portion of the Holder's rights under any Lease is in effect on related Property). All Major Leases and all renewals, amendments, modifications, extensions, assignments and subleases thereof executed after the date hereof other than collateral shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed, provided, however, Lender’s consent shall not be required for (A) any extensions, 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 subleases to the Operating Partnership prior extent the Tenant may unilaterally exercise such right under its Major Lease without the consent of Borrower or (B) any amendment to a Major Lease to the Closing, with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon extent that the failure of any tenant net effective rent payable under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal is not reduced and the length of the term of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases Major Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsnot shortened.

Leases. With respect to each Property2.1 The Seller shall assign, and the Purchaser shall assume, the information regarding leases on three Stores on the leases, licenses, tenancies, possession agreements same terms and occupancy agreements with conditions as the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus current leases (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title which are annexed hereto as Exhibit 2.1, Purchaser shall lease the Columbia, Mississippi, Store from the Seller pursuant to the underlying Property (Columbia Store Lease. If the "Holder") holds Seller is not released from all monetary and non-monetary obligations and covenants under each of 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, such Leases 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 or at the Closing; , then the HolderPurchaser shall defend and indemnify the Seller with respect to each such non-released obligation which accrues or occurs on or after the date of the Closing. In the event that Seller cannot obtain any consent, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except then to the extent such default would not only that Seller has the contractual right to sublet the Store without the consent of the landlord, Purchaser shall have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to sub-lease this Store from Seller on the exact same terms and conditions as contained in the Lease, including, but not limited to, the amount of rental payment and the right to any options to renew the Lease or purchase any premises. If the Purchaser does not obtain the consent of a landlord (i) to assign and transfer a Lease to the foregoingSeller, or (ii) to sublease such Store to the Purchaser as contemplated by this Section 2.1, then Seller and Purchaser shall execute an operating agreement for such Store ("Store Operating Agreement") which shall provide that the Purchaser (i) shall purchase from the Seller all Assets related to such Store, except as set forth Seller's interest in such Lease, (ii) shall operate, manage and maintain such Store during the Disclosure Scheduleentire lease term of such Lease, (iii) shall not require the Prospectus Seller to extend or in renew the lease term of such Lease, but Seller consents to Purchaser negotiating its own lease for such Store at any estoppel certificate made available or delivered time during such lease term, provided Seller is released from all monetary and non-monetary obligations and covenants under the Lease, and (iv) at least -five business days prior to any payment due date of Seller, shall promptly pay to Seller all amounts payable by Seller to the Operating Partnership prior landlord under or pursuant 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLease.

Leases. With respect The Properties are not subject to each Property, any Leases other ------ than the information regarding Leases described in Schedule II attached hereto and made a part hereof ----------- and subleases or assignments thereunder. No Person has any possessory interest in any Individual Property or right to occupy the leases, licenses, tenancies, possession agreements same except under and occupancy agreements with pursuant to the tenants referenced under provisions of the captions "Business Leases and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate in all material respectssubleases or assignments permitted thereunder. 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, such current Leases are in full force and effecteffect and there are no material defaults thereunder by either party and, except to Borrower's knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All material work to be performed by Borrower under each Lease has been performed as indicated otherwise in required and has been accepted by the Disclosure Scheduleapplicable 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. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Prospectus or in any estoppel certificate made available or delivered to Rents received therein. Except as permitted under the Operating Partnership prior to the Closing; the Holder, as lessor under such Permitted Leases, no tenant listed on Schedule II has not received ----------- assigned its Lease or sublet all or any notice that it is in default portion of any of the premises demised thereby, no such tenant holds its obligations leased premises under assignment or sublease, nor does anyone except such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except tenant and its employees occupy such leased premises. Except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any Lease has a right or option pursuant to such Lease claims a right or otherwise to purchase all or any part of the foregoing, except as set forth leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Disclosure ScheduleImprovements. No hazardous wastes or toxic substances, the Prospectus as defined by applicable federal, state or in any estoppel certificate made available local statutes, rules and regulations, have been disposed, stored or delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant's intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste except for any such Lease contests its pro rata shares substances used or generated by any tenant in the ordinary course of tax increases as required by its Lease business and treated in accordance with applicable Environmental Laws ("PERMITTED MATERIALS"). Borrower shall not permit or that suffer any tenant under any such Permitted Lease contests its pro rata shares to relocate from any Individual Property to any property owned by an Affiliate of tax increases as required by its Lease or that any tenant contests any rentBorrower, escalation or other charges billed to itwithout, except as set forth in the Disclosure Scheduleeither case, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment written consent of the Holder's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; andLender, 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingssole discretion.

Leases. With respect There are no leases of space in the Property or other agreements to each occupy all or any portion of the Property, which will be in force after the information regarding Closing and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, licenses“Leases” means, tenanciescollectively, possession agreements (x) the leases listed on Exhibit “O” (the “Lease Exhibit”), including amendments thereto entered into in accordance with this Agreement and occupancy agreements with (y) the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" leases of space in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title to the underlying Property (including amendments thereto) entered into in accordance with this Agreement. To Seller’s knowledge, all of 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, such Leases are in full force and effect, except as indicated otherwise in . None of the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent amended except as set forth in the Lease with such Exhibit. To Seller’s knowledge, neither Seller nor any tenant and no tenant is in monetary default or has given written notice of any material non-monetary default under any such Lease claims a right to any of the foregoingLeases, except as set forth in the Disclosure Scheduleon Exhibit “P”. To Seller’s knowledge, 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 as 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 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, there shall be no unpaid Commissions or Tenant Inducement Costs which Seller is obligated to pay (before or after Closing) with respect to any Leases entered into by in effect as of the Closing, except for the following (i) those payable in connection with renewals, extensions, permitted amendments and expansions occurring after the date of this Agreement with respect to Existing Leases (provided that such Holder, no brokerage commissions will be due upon obligations are set forth in the failure of any tenant under any such Lease to exercise any cancellation right granted in its applicable Lease or upon any extension in the Leasing Cost Exhibit), (ii) those credited to Buyer at Closing under Section 5.4.1(g), (iii) those payable in connection with new Leases or renewal amendments which are permitted hereunder (which have been disclosed in writing to Buyer prior to the approval of such Leasesa Lease or amendment approved or deemed approved during the Lease Approval Period), and (iv) all other Commissions and Tenant Inducement Costs listed on the Leasing Cost Exhibit. To the Contributors' KnowledgeSeller’s knowledge, all material obligations as of the lessor under the Leases date hereof, there are no Tenant Inducement Costs or Leasing Commissions that have accrued are payable and unpaid except to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of extent identified on the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLeasing Cost Exhibit as “Currently Outstanding Costs”.

Leases. With respect to each PropertyDuring the Contract Period, 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, such Leases 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; the Holder, as lessor under such Leases, has not received any notice that it is in default execution of any new leases for the Property or the renewal, extension or expansion of any existing Leases for the Property, Seller shall give notice of its obligations under such Leases beyond any applicable grace period which has not been cured; intent to Contributors' Knowledge, except as do so to Purchaser at the addresses set forth in Section 19 hereof. Such notice shall include a copy of the Disclosure Schedule, no tenant is in default under any Lease except proposed lease to the extent the same exists and a description of the amount of space involved, the length of the lease term, the proposed rent and the amount of any leasing commission, tenant improvement costs and other tenant allowances (collectively, the “New Lease Notice”). Purchaser shall have five (5) Business Days after receipt of such default would New Lease Notice to notify Seller in writing of its objections, if any, to any such proposed lease or extension, renewal or expansion of any existing Lease. Seller shall not enter into any new lease or renewal, extension or expansion of an existing Lease without Purchaser’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding any contrary provision in this Agreement, Purchaser shall not have the right to approve renewals, extensions or expansions of existing Leases evidencing or reflecting the exercise by tenants of any rights or options, the terms of which are fixed or determinable as of the Effective Date, under existing Leases (each, a Material Adverse Effect; fixed rent and “Fixed Renewal or Expansion”) (provided, however, Seller shall remain obligated to timely provide Purchaser with a copy of a New Lease Notice for the same). In the case of the exception specified in the immediately preceding sentence, provided Seller has timely provided Purchaser with a New Lease Notice, Seller may enter into the proposed renewal, extension or expansion of an existing Lease without Purchaser’s approval or deemed approval. Nothing in this Agreement shall be interpreted to require Seller to lease any additional rent are being billed space in the Property, as a condition to the tenants sale of the Property. All leases or amendments thereto executed in accordance with the this Section 7(d) shall also be deemed “Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any ” for all purposes 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsthis Agreement.

Leases. With An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Majority Banks 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, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Mortgaged Property or portion thereof other than pursuant to the Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth in each PropertyRent Roll, 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, such Leases reflected therein 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants 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 LeasesBorrower, as applicable; no tenant is entitled to "free" rentthe Guarantor nor any of their respective Subsidiaries has given or made, rent concessions, rebates, rent abatements, set-offsany notice of any payment or other material default, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoingclaim, except as set forth in the Disclosure Schedule, the Prospectus which remains uncured 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 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 Closingunsatisfied, with respect to any Leases entered into of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by such Holderand security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the 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 or provided for in a manner satisfactory to the Agent. No material leasing, brokerage commissions will be or like commissions, fees or payments are due upon from the failure Borrower, the Guarantor or any of any tenant under any such Lease to exercise any cancellation right granted their respective Subsidiaries in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations respect of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLeases.

Leases. (a) During the Option Period, BRE shall (i) continue its present rental program and efforts with respect to the Property (as defined in the Purchase Agreement) to rent vacant space and, (ii) except with respect to any Contemplated Leases listed on Schedule A hereto (which Contemplated Leases are deemed consented to by Prime), enter into and execute new leases and extensions, renewals and expansions with respect to the existing tenancies ("New Leases"), either (a) in accordance with the leasing guidelines set forth on Exhibit C hereto (the "Leasing Guidelines") or (b) upon receipt from Prime of Prime's prior written consent to same, which consent shall not be unreasonably withheld or (c) without the consent of Prime, provided that, notwithstanding anything to the contrary contained herein, BRE shall act in a commercially reasonable manner and shall be responsible for all Buyer's Leasing Costs with respect to such New Lease entered into pursuant to this subsection 15(c). If a New Lease requires Prime's prior written consent pursuant to subsection 15(b) hereof, and Prime does not object within ten Business Days (as defined in the Purchase Agreement) after receipt of a copy of a term sheet containing the material terms of such New Lease, the financial and credit and other information relating to the tenant reasonably requested by Prime and copies of all agreements entered into with the tenant to induce the tenant to execute a New Lease, then Prime shall be deemed to have approved same. With respect to each Propertyany amendments, the information regarding the leasesterminations, licensesmodifications, tenanciessurrender agreements, possession agreements assignments and occupancy approvals of sublease agreements with respect to existing tenancies ("Lease Modifications"), BRE shall have the tenants referenced under the captions "Business right in its sole discretion 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 without regard to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true Leasing Guidelines, to execute and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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; the Holder, as lessor under such Leases, has not received any notice that it is in default approve of any such Lease Modification, provided that BRE shall act at all times in a commercially reasonable manner and shall not enter into any Lease Modifications which have a material adverse affect on the value of the Property and further provided that such Lease Modifications are not inconsistent with BRE's past practices at the Property. For the avoidance of doubt, Prime hereby acknowledges and agrees that (x) BRE in its obligations under sole discretion shall have the right to terminate any tenancy, regardless of whether such Leases beyond any applicable grace period which has not been cured; termination is pursuant to Contributors' Knowledgea New Lease, except as set forth a Lease Modification or otherwise if BRE determines in the Disclosure Schedule, no its sole discretion that said tenant is in default under any Lease except the terms of its lease and (y) BRE has the right to the extent such default would not have a Material Adverse Effect; fixed rent enter into New Leases pursuant to and additional rent are being billed to the tenants in accordance with subsection 15(c) without the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant consent of Prime and no tenant under any 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 HolderBRE's rights under any Lease is in effect on the 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 respect to any Leases entered entry 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 and execution of such Leases. To New Leases shall not be deemed a breach of this Option Agreement or the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsPurchase Agreement.

Leases. With respect The Building is 100% leased to each PropertyAmerican Driveline Systems, the information regarding the Inc. (“American Driveline”) and there are no other leases, licenses, tenanciessubleases, occupancy agreements or other agreements for the use, possession agreements or occupancy of any portions of the Real Property, other than those listed on Exhibit L attached to this Agreement. Exhibit L contains a true, correct and occupancy agreements with complete list of all currently existing Leases at the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") Property to which Seller 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 Leasesa party; a full, true and complete copy copies of all such Leases and all amendments and guarantees relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Operating Partnership; to Contributors' KnowledgeDocuments). To Seller's knowledge, such Leases are each Lease is in full force and effect, and except as indicated otherwise shown on Exhibit L, to Seller's knowledge, no rent or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. Exhibit L sets forth a true and correct listing of all security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by the Disclosure Scheduletenants under the Leases. Except as shown in Exhibit L, Seller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor has Seller received any written notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the Prospectus rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any estoppel certificate made available or delivered manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which is to the Operating Partnership prior to be repaid by Seller and released as of the Closing; . Except as described on Exhibit L, no tenant has given written notice to Seller of any default or offsets, claims or defenses available to it. The only Tenant Inducement Costs in the Holder, nature of tenant improvement costs for space currently being leased under any Leases in effect as lessor of the date hereof (whether in the form of direct payments therefor required of Seller or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, has not received in any notice that it is in default of any of its obligations such case which may hereafter be payable under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except or with respect to the extent such default would not have a Material Adverse Effect; fixed rent Leases (and additional rent are being billed to the tenants excluding, in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any event any such Lease claims a right to any of the foregoing, except as set forth Tenant Inducement Costs which may arise in the Disclosure Schedule, the Prospectus connection with expansions or in any estoppel certificate made available lease renewals/extensions hereafter occurring under 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 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 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 the Contributors' Knowledge) are identified in Exhibit L hereto, all material obligations of the lessor but including Tenant Inducement Costs payable under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsFourth Amendment.

Leases. With respect to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced Each Borrower covenants that it shall enforce in a commercially reasonable manner all of its rights under the captions "Business Leases and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in it shall not take any action, or fail to take any action, which would cause a default by a Borrower under any of the Prospectus (Leases. In the "event that any Borrower receives any written request for its consent or approval pursuant to any of 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; Borrower shall promptly deliver a true and complete copy of all such Leases have been made available request (together with any documentation and information supporting such request) to the Operating Partnership; Agent. If such consent or approval involves any Material Lease Modification (as defined in subsection 6.1.2 below), then no Borrower shall grant its consent or approval pursuant to Contributors' Knowledgesuch request unless Agent has also granted its written approval, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus which approval shall not be unreasonably withheld or in any estoppel certificate made available or delivered delayed. Each Borrower shall promptly deliver to the Operating Partnership prior to the Closing; the Holder, as lessor under such Leases, has not received any notice that it is in default Agent copies of any of its obligations under financial statements received by such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth Borrower in the Disclosure Schedule, no tenant is in default under any Lease except 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 connection with the Leases, as applicable; including without limitation, financial statements, budgets, reports and other financial information of tenants, subtenants and guarantors. Agent shall have no tenant obligation to notify Borrowers if any rent payment is entitled late or if a rent payment is made in an amount other than the amount due under the applicable Lease. Each Borrower shall also deliver to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under Agent any such Lease claims a right to any letters of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or credit which have been delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that such Borrower by any tenant under any of the Leases, and each Borrower hereby grants to Agent a security interest in any such letters of credit. All Leases shall be on forms previously approved by Agent. Borrowers shall not be authorized to enter into any ground lease of any Property without Agent's prior written approval. If Agent consents to any Lease or the renewal of any existing Lease, then such Lease contests its pro rata shares shall either be in the form approved by Agent under Section 3.7 above or substantially similar to the form of tax increases lease attached hereto as required by its Exhibit 6.1.5(b), and at Agent's request, Borrowers shall cause the tenant thereunder to execute a subordination and attornment agreement in form and substance reasonably satisfactory to Agent prior to Borrowers' execution of such 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsrenewal.

Leases. With respect to each Property(a) The Mortgagor shall comply with and observe its obligation as landlord under all leases affecting the Premises or any part or parts thereof. Except as may be specified below, no existing or future lease which affects the information regarding Premises, or any part or parts thereof, or any facilities or business located or operated thereon or therefrom, shall be canceled, surrendered, or modified without the leases, licenses, tenancies, possession agreements and occupancy agreements with prior written consent of Mortgagee. Mortgagor shall notify 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 Mortgagee immediately or leasehold title to the underlying Property (the "Holder") holds the lessor's interest any default of Mortgagor asserted by any tenant under such Leases; a true and complete copy of all lease. If Mortgagor fails to cure such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, such Leases 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; the Holderdefault on its part, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant landlord under any such Lease claims a lease, then Mortgagor expressly authorizes Mortgagee, at its option, to cure such default in order to prevent termination of any such lease by any such tenant, and the leases shall set forth the foregoing provisions. If, by reason of default of Mortgagor in the performance of any such lease, the tenant has the right to cancel such lease or to claim any diminution of or offset against future rents, then, at the option of Mortgagee, such default shall be a default under the Note and this Mortgage. The Mortgagor upon request, from time to time, but not more often than annually unless a default shall have occurred under this Mortgage, will furnish to the Mortgagee in such reasonable detail as the Mortgagee may request, certified by the Mortgagor, copies of all leases relating to the Premises, and on demand, the Mortgagor will furnish to the Mortgagee executed counterparts of any and all such leases. Further, the Mortgagor, upon request, will furnish to the Mortgagee information relative to the occupancy and vacancy rates 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsPremises.

Leases. With respect Except as hereinafter provided, Seller shall not cancel, modify or extend (except pursuant to existing renewal options in favor of Tenants) any Lease or enter into any new Lease, without Buyer's prior written consent in each Propertyinstance. During the Study Period, Buyer agrees that it shall not unreasonably withhold its consent to a new Lease, provided that the information regarding proposed new Lease satisfies the leasesleasing criteria set forth on Schedule 9 annexed hereto and made a part hereof. After the Study Period has expired, licensesSeller shall not enter into any new Lease without the prior written consent of Buyer, tenancieswhich consent may be withheld in Buyer's sole and absolute discretion. Notwithstanding the foregoing, possession agreements Seller may, without Buyer's consent, terminate any Lease under which the Tenant has defaulted beyond the applicable notice and occupancy agreements grace period. If Buyer's consent to a new Lease or other transaction is required under this subparagraph 8.2, but Buyer does not object thereto in writing within ten (10) days after Buyer has received Seller's request for such consent, then Buyer will be deemed to have given such consent and will confirm such consent in writing upon demand. Any leasing commissions payable in connection with any Lease or extension entered into by Seller in accordance with this subparagraph 8.2, and the tenants referenced under cost of any improvements required to be made by the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" landlord in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee space to which such Lease or leasehold title extension relates, shall be apportioned at Closing between Seller and Buyer according to the underlying Property (relative portions of the "Holder") holds initial term of such Lease or extension that fall before and after 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' KnowledgeClosing. If, such Leases are in full force and effect, except as indicated otherwise any instance described in the Disclosure Schedulepreceding sentence, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the HolderSeller, as lessor under of the Closing Date, shall not have theretofore paid the portion of the leasing commissions or cost of improvements for which Seller is responsible, then Buyer shall be entitled to a credit against the Cash Portion of the Purchase Price in an amount equal to such Leasesunpaid portion for which Seller is responsible, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except and to the extent that the same is so credited, Buyer shall make payment of such default would not have portion of such leasing commissions and costs of improvements. Within five (5) Business Days after receipt of a Material Adverse Effect; fixed request from Buyer given from time to time, Seller shall deliver to Buyer an updated rent roll for the Building and additional a then current list of rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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, arrearages 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfiedTenants. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings8.3.

Leases. With respect to each Property, the information regarding Leases, are the only leases, licenses, tenancies, possession agreements and occupancy agreements with affecting that Property on the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" date hereof in the Prospectus (the "Leases") is accurate in all material respects. The which that Entity that owns fee or leasehold title to the underlying Property (the "Holder") holds the lessor's, licensor's or grantor's interest thereunder and there are no other leases, licenses, tenancies, possession agreements or occupancy agreements affecting the Property (other than subleases, licenses, tenancies or other possession or occupancy agreements which may have been entered into by the tenants, or their predecessors in interest, under such Leases); a true and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledgesuch Leases, such Leases are in full force and effectand, except as indicated otherwise in the Disclosure Scheduleon Schedule 1.4, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the HolderEntities, 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicableschedule set forth on Schedule 1.4; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Scheduleon Schedule 1.4; except as set forth on Schedule 1.4, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder Entities 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 pr 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 Entities' rights under any Lease is in effect on the 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 Closingon Schedule 1.4, with respect to any Leases entered into by such Holderthe Entities, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

Leases. With respect to each Property, the information regarding the There are no leases, licenses, tenancies, possession license agreements and or other occupancy agreements with for the tenants referenced under Property binding upon the captions "Business Purchaser or its successors other than the Leases described on the schedule of leases attached hereto as Exhibit B. The copies of the Leases delivered to Purchaser by or on behalf of Seller prior to the execution of this Agreement are true, accurate and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate complete in all material respects. The Entity that owns fee or leasehold title to respects as of 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' Knowledgedate hereof, such Leases are in full force and effecteffect and none of the Leases has been further modified, except as indicated otherwise in amended or extended. None of the Disclosure ScheduleLeases shall be further extended, the Prospectus modified or in any estoppel certificate made available or delivered to the Operating Partnership amended prior to Closing without the Closing; Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the Holdertenants, as lessor under such Leases, has not received any notice that it is in default under the Leases, and there are no other obligations of any of its obligations under such Leases beyond any applicable grace period which has not been cured; the landlord pertaining to Contributors' Knowledge, the Property except as expressly set forth in the Disclosure ScheduleLeases. To the knowledge of Seller, no tenant is in default under any Lease except to controversy, claim, dispute or disagreement exists between 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any such Lease claims a right parties to any of the foregoingLeases, 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 and no event 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 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 Closingoccurred which, with respect to any Leases entered into by such Holderthe giving of notice or the passage of time, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledgeboth, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants would constitute a default under any of the Leases. The Leases is presently are all in full force and effect. Neither the subject tenants under the Leases (the “Tenants”) nor any other person, firm or corporation has any right, option or agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal to purchase the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases as of the date hereof, and at Closing, there shall be no such commissions payable, whether with respect to the present terms thereunder or any renewals. Except for the funding of moving expenses offered to Xxxxxxx Development Corporation in connection with its First Amendment to Deed of Lease dated April, 2006 (the costs of such moving expenses are a Seller obligation that will be credited to Purchaser at Closing), there are no unperformed requirements under the Leases for the Seller to perform or fund the performance of any voluntary tenant build-out or involuntary bankruptcy or insolvency proceedingsimprovement work.

Leases. With respect (a) Borrower shall perform all obligations required to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced be performed by it as landlord under the captions "Business Leases. Borrower shall not accept payment of more than one month’s rent in advance from any Tenant under a Lease. Except as otherwise approved by lender in writing, all Leases shall be entered into with bona fide third party subtenants financially capable, at the time of entering into their respective Leases, of performing their obligations under their Leases throughout the terms thereof and Properties--shall reflect arm’s-length transactions at the then current market rate for comparable space. Furthermore, Borrower shall not grant any Tenant Diversification" and "Business and Properties -- Existing Portfolio" in any rights or options to purchase the Prospectus (Real Estate or any portion thereof or release any Tenant or lease guarantor from any obligation or conditions without Lender’s prior written consent. Borrower shall obtain Lender’s written approval prior to executing any new Major Lease, modifying, amending, terminating or surrendering an existing Lease, or consenting to any sublease under or assignment of any Major Lease, unless Borrower is unconditionally obligated under the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title terms of the Major Lease to consent to the underlying Property sublease or assignment. Lender shall respond to Borrower’s written request for approval of a new Major Lease or modification, amendment, termination or surrender of a Major Lease (which written request must contain the "Holder"following on the first page thereof in bold, fully-capitalized 12-point or greater text: “IMPORTANT: PURSUANT TO SECTION 6.21 OF THE CREDIT AGREEMENT BETWEEN BORROWER AND LENDER, IF LENDER FAILS TO PROVIDE WRITTEN NOTICE OF THE ATTACHED LEASE OR MODIFICATION, AMENDMENT, TERMINATION OR SURRENDER THEREOF OR SUBLEASE THEREUNDER OR ASSIGNMENT THEREOF WITHIN 10 DAYS FOLLOWING LENDER’S RECEIPT HEREOF, LENDER SHALL BE DEEMED TO HAVE APPROVED THE ATTACHED LEASE OR THE MODIFICATION, AMENDMENT, TERMINATION OR SURRENDER THEREOF, SUBLEASE THEREUNDER, OR ASSIGNMENT THEREOF”) holds the lessor's interest under such Leases; within 10 business days following Lender’s receipt of a true and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledgeproposed Major Lease, such Leases are in full force and effectmodification or amendment, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available request for approval of termination or delivered to the Operating Partnership prior to the Closing; the Holdersurrender or approval of sublease or assignment, as lessor under the case may be, together with financial statements and references on the prospective tenant and such other information concerning such new Major Lease, sublease or assignment, as the case may be, or prospective tenant, subtenant or assignee, as the case may be, or concerning the modification, amendment, termination or surrender, as the case may be, as Lender shall reasonably require. If Lender shall fail to respond to any such written request by Borrower for such approval within such 10 business day period, Lender shall be deemed to have approved such matter. Borrower shall submit to Lender, within 30 days following execution, all new Leases, has not received any notice that it is in default all modifications, amendments, consents to assignment or subletting of existing Leases, and shall promptly notify Lender of the termination or surrender of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except 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, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 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 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 the Contributors' Knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors' Knowledge, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsLease.

Leases. With respect to each Property, (a) Any and all Material Leases or Joint Venture Leases on any portion of the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements Property (other than Resident Agreements) may only be entered into with the tenants referenced under prior written consent of the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus Agent. All Resident Agreements (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, such Leases 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; 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 Contributors' Knowledge, except as set forth in the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would that the form thereof is not have a mandated by Governmental Authorities) and non-Material Adverse Effect; fixed rent and additional rent are being billed Leases shall be entered into on the Mortgagor's or ALS' standard form, pre-approved by Agent. Unless otherwise agreed to by Agent, Leases shall (i) be at market rents, (ii) other than Resident Agreements, be subordinate to the tenants lien of this Mortgage (provided that Joint Venture Leases and Material Leases shall be subordinate to the lien of this Mortgage pursuant to the terms of such Leases or subordination agreements acceptable to the Agent (but in all cases there shall be nondisturbance provisions for Joint Venture Leases and, if acceptable to the Agent, for other Material Leases)), (iii) other than Resident Agreements, contain attornment language requiring each tenant to attorn to any subsequent purchaser of the Property, (iv) other than with respect to Joint Venture Leases and other than with respect to Material Leases with respect to which the Agent has agreed to a nondisturbance provision, not contain non-disturbance language entitling such tenant to remain at the Property after any sale of such Property, and shall be in all other respects acceptable to the Agent. At any time, within thirty (30) days after Notice from the Agent, the Mortgagor or ALS will deliver to the Agent a written description in such reasonable detail as the Agent may request of all of the Leases, including, without limitation, the names of all tenants, the terms of all Leases and the Rents payable under all Leases, and, on demand, the Agent will furnish to the Agent fully executed copies of any Leases and such subordination and attornment agreements as the Agent may request in accordance with the Leases, as applicable; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant under any 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 foregoing provision. If any Lease is in effect on provides for the date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in giving by the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, tenant of certificates 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 status of such Lease, the Mortgagor or ALS (as required) shall exercise its right to require such certificate within ten (10) days after any request by the Agent. Within thirty (30) days after any request by the Agent, the Mortgagor or ALS (as required) will notify all tenants under existing Leases. To , and agrees to thereafter notify all tenants under future Leases, that (i) the Contributors' Knowledge, Mortgagor and/or ALS collect and receive all material obligations of the lessor under the Leases that have accrued Rents pursuant to the date hereof have license granted to it hereunder, and (ii) upon Notice from the Agent that such license has been performed or satisfied. To Contributors' Knowledgerevoked, no tenants under any of the Leases is presently tenant shall pay all unpaid Rent directly to the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsAgent.