Common use of Leases Clause in Contracts

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

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

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

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

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

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

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except for the Principal Lease (as Schedule 3 amended from time to time), or as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, other than pursuant to the Principal Lease disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) the tenants under Borrower is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to the enforcement thereofLender; and (iii) all rents due each Lease constitutes the legal, valid and payable under the Leases have been paid binding obligation of Borrower; and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) to Borrower’s knowledge, after due and diligent inquiry and investigation no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all security deposits work to be performed by Borrower under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Borrower to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the sole owner Loan, each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasedemised premises; and (ix) each Lease is Borrower has delivered to Lender true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each except as specifically described in the Title Insurance Policy, no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

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

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

Leases. To BorrowerThe rent roll, which is included as part of Seller’s KnowledgeDeliveries, the rent roll and which is attached hereto as Schedule 3 (9.8 and incorporated herein by reference, is a true, correct and complete list of the Leases and Tenants including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other documents with respect thereto. The rent roll includes an addendum describing, with respect to each Lease, the amount of any advance or prepaid rentals which have not accrued, rental holidays which have not expired and other allowances granted any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the space, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is complete, true and correct. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and such Leases have not been amended or modified. Seller is the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than Landlord” or “Lessor” under the Leases described in and has full power and authority to assign the Rent Roll or in same to Buyer. Seller has not received written notice of any uncured event of default with respect to the title report delivered to Lenderperformance of any of its obligations under the Leases. Except as set forth on To the Rent Roll or as otherwise disclosed to Lender in writing: To Borrowerbest of Seller’s Knowledgeknowledge, (i) each Lease of the Leases is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, effect and there is no claim monetary or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord non-monetary default under any Lease which remains outstanding, there are no defaults on the part of by either the landlord under any Leaseor the tenant thereunder, and no nor has an event has occurred which, which with the giving of notice or the passage of timetime or both would result in a default thereunder by either the landlord or the tenant thereunder. To the best of Seller’s knowledge, no valid claims or rights of offset exist with respect to the Leases. Except as provided on Schedule 9.8 attached hereto and incorporated herein by reference, no Leasing Commissions, Tenant Inducement Costs or other amounts are now payable to any Person under any agreement or understanding in connection with any Lease or the renewal thereof, or bothany other options thereunder, would constitute such a default; (vi) nor does there exist any Leasing Commissions, Tenant Inducement Costs or other amounts which may become payable to any Person under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. To the best of Seller’s knowledge, there is no present material default intention or indication of intention by any Tenant to terminate its Lease or to limit, amend or alter its Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of the work (including all tenant improvements) to be constructed and installed by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on landlord in the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate leased premises pursuant to the Loan Documents, either pursuant to its terms Leases is complete and fully paid for and/or will be complete and fully paid for on or pursuant to a subordination and attornment agreement. None of before the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing.

Leases. To Borrower’s Knowledge, The Property is not subject to any leases other than the Master Lease and the Leases described in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I and made a part hereof, which rent roll is true, complete and correct accurate in all respects as of the Closing Date. Borrower is the owner of landlord’s interest in, and is lessor under, the Master Lease, and Master Tenant is the owner of landlord’s interest in, and is lessor under, the Leases. Borrower is the holder of an assignee’s interest of the Rents from Leases pursuant to the Master Lease ALR. No Person has any possessory interest in the Property is not subject or right to any Leases other than occupy the same except under and pursuant to the provisions of the Master Lease, the Leases described in the Rent Roll or in the title report delivered to Lenderand Hotel Transactions. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each The Master Lease is in full force and effect; effect and there is no Event of Default (iias defined in the Master Lease) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, thereunder by either party and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; an Event of Default. The Leases are in full force and effect and there are no defaults thereunder by either party and to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent or any amounts payable by Master Tenant to Borrower under the Master Lease has been paid more than one (vi1) there is no present material default month in advance of its due date. All security deposits are held by Borrower or Master Tenant (as applicable) in accordance with applicable law. Except as disclosed in the tenant estoppels delivered to Lender in connection with the closing of the Loan or as disclosed in the rent roll, all work to be performed by Borrower under the Master Lease and Master Tenant under each Lease has been performed as required and has been accepted by Master or the relevant Tenant (as applicable), and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Master Tenant or by Master Tenant to any Tenant has already been received by Master Tenant or such Tenant (as applicable). Except pursuant to the Master Lease ALR, there has been no prior sale, transfer or assignment, hypothecation or pledge of the Master Lease, any Lease, the rents payable under the Master Lease, or of the Rents received under the Leases which is outstanding. No Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease (other than with respect to the Master Lease), nor does anyone except such Tenant and its employees occupy such leased premises (other than Master Tenant pursuant to the Master Lease). Neither Master Tenant nor any Tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate option pursuant to the Loan Documents, either pursuant to its terms Master Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person No Tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

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

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

Leases. To Borrower’s Knowledgeknowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than (a) the Leases described in Schedule XIV attached hereto and made a part hereof and (b) Leases of less than 5,000 square feet. Operating Lessee is the Rent Roll or owner and lessor of landlord’s interest in the title report delivered to LenderLeases. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, knowledge (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving exception of notice or passage of timehotel guests, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, in any Individual Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; Leases, (ii) the current Leases are in full force and effect, (iii) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date and (xiiv) all work to be performed by Mortgage Borrower or Operating Lessee under each Lease is subordinate has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to the Loan Documentsbe given by Mortgage Borrower and/or Operating Lessee to any tenant has already been received by such tenant. To Borrower’s knowledge (A) except for those tenants listed in Schedule XIV, either no tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents building of which the leased premises are a part and (B) no Hazardous Substances have been assigned disposed, stored or pledged except treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to Lenderuse its leased premises for any activity which, and no other Person has directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any interest therein except the tenants thereunderpetroleum product or any toxic or hazardous chemical, material, substance or waste.

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

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

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) XI is true, complete and correct in all material respects and the no Individual Property is not subject to any Leases other than the Leases described on Schedule XI. Borrower is the owner and lessor of landlord’s interest in the Rent Roll Leases. No Person has any possessory interest in any Individual Property or in right to occupy the title report delivered same except under and pursuant to Lenderthe provisions of the Leases (other than typical short-term occupancy rights of hotel guests). Except as set forth The Leases identified on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Schedule XI are in full force and effect; effect and there are no material defaults thereunder by Borrower or, to Borrower’s knowledge, the other party beyond any applicable notice or cure period (iiexcept as disclosed on Schedule XI), and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant except as otherwise set forth on Schedule XI. The tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and there complete list of all security deposits made by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (or any sublease) is an Affiliate of Borrower. To Borrower’s knowledge, the tenants under the Leases are open for business and paying full, unabated rent. There are no offsets, claims brokerage fees or defenses to the enforcement thereof; (iii) all rents commissions due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, connection with the giving leasing of notice or passage of timespace at any Individual Property, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner Schedule XI. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the entire lessor’s interest in each Lease; (ix) each Lease is Rents relating thereto or other Gross Revenue received therein which will be outstanding following the valid, binding and enforceable obligation funding of the Borrower and the applicable Loan (other than to Lender). No tenant thereunder; (x) no Person listed on Schedule XI has assigned its Lease or sublet all or any possessory interest in, or right to occupy, the Property except under the terms portion of the Lease; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and (xi) each its employees, guests and invitees occupy such leased premises. No tenant under any Lease is subordinate to the Loan Documents, either has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person No tenant under any Lease has any interest therein right or option for additional space in the Improvements, except the tenants thereunderas disclosed on Schedule XI.

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

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

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

Leases. To Borrower’s KnowledgeThere are no occupancy agreements, leases, lettings or tenancies in effect to which Seller is a party that will affect the Real Property after Closing, except the Leases with tenants listed on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) attached hereto as Exhibit O. To Seller’s Knowledge, the Rent Roll is true, complete and correct and complete in all material respects and sets forth the Property is not subject to amount of any Leases other than tenant security deposits and letters of credit held by Seller, and any guaranties in favor of Seller, in connection with the Leases described in the Rent Roll or in the title report delivered to LenderLeases. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To BorrowerSeller’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None copies of the Leases contains that are true, correct and complete in all material respects, including all amendments, renewals, modifications, guaranties and assignments thereof, have been delivered to Buyer. To Seller’s Knowledge, neither the tenants of the Property nor any other person has any right, option or agreement to purchase the Property, including purchase options or right rights of first refusal to purchase the Property or any part portion thereof. Neither With respect to each tenant at the Real Property, except as set forth in the Rent Roll: (i) to Seller’s Knowledge, (1) such tenant's Lease is in full force and effect and (2) no default beyond any applicable notice and cure periods under the Lease exists thereunder; (ii) Seller has not sent to or received from any tenant a written notice of default under such tenant’s Lease which has not been cured or waived; (iii) no rent not yet due and payable under such tenant's lease has been paid more than one month in advance of its due date; (iv) such tenant has not asserted in writing, nor, to Seller’s Knowledge, has such tenant threatened to assert, any claim of offset or other defense in respect of its or the landlord's obligations under its Lease; and (v) except as set forth on Exhibit O, to Seller’s Knowledge, (1) all work required to be performed by Seller or GCI, as landlord, pursuant to the Leases nor and (2) all tenant improvement allowances, free rent, rent abatements and other concessions required to be paid by Seller or GCI, as landlord, pursuant to the Rents have Leases, has been assigned performed or pledged except paid, or will be performed or paid, prior to LenderClosing and, and no other Person has any interest therein except the tenants thereunderif not so performed or paid, will be credited to Buyer at Closing.

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

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct and reflects the terms of any lease modifications, waivers or deferrals agreed to by Borrower, and the Property is not subject to any Leases other than the Leases described in Schedule I. Borrower is the Rent Roll or owner and lessor of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in the Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except as set forth on the Rent Roll or rent roll attached hereto as otherwise disclosed to Lender in writingSchedule I: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in actual occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) Borrower has delivered to Lender a true, correct and complete list of all security deposits under Leases are as set forth on made by Tenants at the Rent Roll and Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrower in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Lease and any guarantor of such Tenant’s obligations is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, except PUREgraphite Tenant pursuant to the PUREgraphite Lease; , (x) the Tenants under the Leases are open for business (other than PUREgraphite Tenant) and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises or has gone dark (or has noticed Borrower of its intent to go dark) in all or a material portion of its leased premises, (xi) each there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease is subordinate or expansion of the space leased thereunder, (xii) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, (xiii) no Tenant has informed Borrower or otherwise given notice (whether written or oral) that it intends to (or will seek to) “go dark”, vacate, cease to occupy or cease to conduct business in the ordinary course at its leased premises or any portion thereof, pursuant to any force majeure clause contained in its Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic, (xiv) no Tenant has directly or indirectly (A) asserted any defense against the payment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease, (B) sought or given notice (whether written or oral) that it intends to seek any relief or other concessions with respect to the Loan Documentspayment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease or (C) made any other request for or otherwise given notice (whether written or oral) that it intends to seek any amendment, either deferral, forbearance, waiver or other modification of any term or provision of its Lease, in any case, pursuant to any force majeure clause contained in its terms Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic and (xv) Borrower is not currently in discussions or negotiations (directly or indirectly) with any Tenant with respect to, and no Tenant has requested in writing, any material amendment or modification of the Lease (including, without limitation, any reduction, deferral or waiver in the rent or the term thereof or in any other amounts due thereunder). No Tenant under any Lease has a right or option pursuant to a subordination and attornment agreement. None of the Leases contains any option such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. All contingencies under the PUREgraphite Lease to the effectiveness thereof have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersatisfied.

Leases. To Borrower’s KnowledgeBorrower represents and warrants to Agent with respect to the Leases that, except as disclosed (x) in any Tenant estoppel certificate addressed and delivered to Agent and Lenders prior to the Closing Date, or (y) on Schedule 3.1.22 hereto: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct and in all material respects, the Property is not subject to any Leases other than the Leases described in the Rent Roll or Schedule I, and no Person has any possessory interest in the title report delivered Property or right to Lender. Except as set forth on occupy the Rent Roll or as otherwise disclosed same except under and pursuant to Lender in writing: To Borrower’s Knowledgethe provisions of the Leases, (ib)(i) each Lease is the Leases identified on Schedule I are in full force and effect; , (ii) to the tenants under best of Borrower’s knowledge, there are no defaults thereunder by the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; (vi) there is no present material default by a Tenant thereunder, (iii) to Borrower’s knowledge, there are no defaults thereunder by Borrower, as landlord, and there are no conditions that, with the tenant passage of time or the giving of notice, or both, would constitute a default by Borrower, as landlord, thereunder, and (iv) to Borrower’s knowledge, no Tenant is subject to an action under any Lease; state or federal bankruptcy, insolvency, or similar laws or regulations, (viic) the copies of the Leases delivered to Agent are true and complete in all material respects, and there are no oral agreements with respect thereto, (d) no Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by Borrower under each Lease as of the date hereof has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant as of the date hereof has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; their Leases, (viiii) Borrower no Tenant under any Lease (or any sublease) is the sole owner an Affiliate of Borrower, (j) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the entire lessor’s interest leased premises or the Improvements of which the leased premises are a part, (k) except as previously disclosed in writing to Agent, each Lease; Tenant at the Property is in physical occupancy of the premises demised under its Lease and has not sublet any portion thereof to any Person, and (ixl) each Lease is the valid, binding and enforceable obligation of no Person other than the Borrower and the applicable tenant thereunder; (x) no Person has Tenant have any possessory right, title or interest in, or right in and to occupy, the Property Leases and Rents except under the terms of the Lease; rights and (xi) each Lease is subordinate Liens granted to Agent pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

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

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

Leases. To Borrower’s KnowledgeAn accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) , and no tenant is true, complete and correct and the Property is not subject entitled to any Leases other than the Leases described free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll Roll. There are no occupancies, rights, privileges or licenses in or to the title report delivered Mortgaged Property or portion thereof other than pursuant to Lenderthe Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth on in each Rent Roll, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected therein are in full force and effect; (ii) effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the tenants under Borrower, the Leases have accepted possession of and are in occupancy of all Guarantor nor any of their respective demised premisesSubsidiaries has given or made, have commenced the any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of rent under the Leases, and there are no offsets, claims or defenses . The Rent Rolls furnished to the enforcement thereof; (iii) Banks accurately and completely set forth all rents due payable by and payable under the Leases have been security, if any, deposited by tenants, no tenant having paid and no portion thereof has been paid for any period more than thirty (30) days one month's rent in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in . All tenant improvements or work to be done for tenants on the Rent Roll, and there is no claim furnished or basis paid for a claim by the tenant thereunder Borrower, the Guarantor or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for an adjustment or provided for in a manner satisfactory to the rent; (v) no tenant has made Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantor or any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of their respective Subsidiaries in respect of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge(a) Section 3.11(a) of the Company Disclosure Schedule contains an accurate and complete list of each lease pursuant to which the Company or any of its Subsidiaries leases any real or personal property (excluding leases relating solely to personal property calling for rental or similar periodic payments not exceeding $50,000 per annum) (each a "Company Lease"). A true and complete copy of each Company Lease has heretofore been made available to Parent. (b) Each Company Lease is valid, binding and enforceable against the rent roll attached hereto as Schedule 3 (Company and each of its Subsidiaries that is a party thereto in accordance with its terms and, to the “Rent Roll”) is trueknowledge of the Company, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; . The leasehold estate created by each Company Lease of real property (iia "Company Leased Premise") the tenants under the Leases have accepted possession of is free and are in occupancy clear of all encumbrances other than Company Permitted Liens. There are no existing defaults by the Company or any of their respective demised premises, have commenced its Subsidiaries under any of the payment of rent under the LeasesCompany Leases in any material respect, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part knowledge of the landlord under any Lease, and Company no event has occurred whichthat (whether with or without notice, with lapse of time or the giving happening or occurrence of notice any other event) would constitute a default under any Company Lease. The Company has received no notice, and has no other reason to believe, that any lessor under any Company Lease will not consent (where such consent is necessary) to the consummation of the Merger without requiring any material modification of the rights or passage obligations of timethe lessee thereunder. (c) With respect to leases or licenses of tower space to which the Company or any of its Subsidiaries is a party ("Company Tower Leases"), (A) to the knowledge of the Company there are no applications, ordinances, petitions, resolutions or other matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Company Leased Premises by the Company or any of its Subsidiaries, (B) either the Company or one of its Subsidiaries has good and valid easement rights providing reasonable access and utilities to and from the Company Leased Premises under the Company Tower Leases, (C) neither the Company nor any of its Subsidiaries has voluntarily granted any, or bothis a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would constitute materially and adversely affect the use of any of the Company Leased Premises under the Company Tower Leases for the same purposes and uses as such a default; (vi) there is no present material default Company Leased Premises have been used by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property Company or any part thereof. Neither the Leases nor the Rents have been assigned or pledged of its Subsidiaries, except to Lender, and no other Person has any interest therein except the tenants thereunderfor Company Permitted Liens.

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

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

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

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

Leases. To Borrower’s Knowledge, 3.10.1 Schedule 3.10 hereto is an accurate and complete list of all leases or rights of occupancy pursuant to which the rent roll attached hereto as Schedule 3 Company leases or subleases any real property or interest therein or personal property (the “Rent Roll”) is true, complete "Leases"). A true and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report copy of each Lease has been delivered to LenderPurchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Each Lease is valid and in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there . There are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord existing defaults under any Lease which remains outstanding, there are no defaults on the part provision of the landlord under any Lease, and no event has occurred whichwhich (with or without notice, lapse of time or both) would constitute a default thereunder. 3.10.2 The Company is in actual possession of the properties demised under the Leases and, except as shown on Schedule 3.10, has good and indefeasible title to the leasehold estates conveyed under the Leases free and clear of all title defects or objections, mortgages, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, and are not, in the case of the properties demised under the Leases, to the knowledge of Seller, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, (i) liens shown on the Unaudited Balance Sheet as securing specific liabilities or obligations or other matters with respect to which no default exists, and (ii) liens for taxes not yet due and payable. No portion of any of the giving improvements erected by and under the direction of notice the Company on the properties demised under the Leases encroach on adjoining property or passage public streets and, to the knowledge of timethe Company, no portion of any of the properties demised under the Leases are, or bothhave been, would constitute subjected to a special ad valorem tax valuation such that a default; change in ownership or use (viwhether now existing or in the future) there is no present material default by has caused or will cause additional ad valorem taxes to be imposed upon the tenant properties demised under any Lease; (vii) the Leases. 3.10.3 The basic rent and all security deposits additional rent payable under the Leases are have been paid to date. To the knowledge of Seller, except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the validSchedule 3.10, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right all work required to occupy, the Property except be performed under the terms of Leases by the Lease; landlord thereunder or by the Company has been performed and (xi) each Lease is subordinate to the Loan Documentsextent that the Company is responsible for payment of such work, either pursuant has been fully paid for, whether directly to its terms the contractor performing such work or pursuant to a subordination and attornment agreement. None of such landlord as reimbursement therefor except for items which the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Company is disputing in good faith. 3.10.4 There have been assigned no casualties which could result in the termination of any Lease or pledged except the application of any buy-out provisions contained in any Lease relative to Lender, and no other Person has any interest therein except the tenants thereunderdamage by casualty.

Leases. To Borrower’s Knowledgeactual knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule III attached hereto and made a part hereof, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiib) Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; the Leases, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xc) no Person has any possessory interest in, in the Property or right to occupy, occupy the Property same except under the terms of the Lease; and (xi) each Lease is subordinate pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None provisions of the Leases contains and (d) the current Leases are in full force and effect. To Borrower’s actual knowledge, no Rent has been paid more than one (1) month in advance of its due date, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. Other than in connection with the Original Loan, to Borrower’s actual knowledge, there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. To Borrower’s actual knowledge, except as set forth on Schedule III, no tenant listed on Schedule III has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises, and no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged To Borrower’s actual knowledge, except to Lenderas set forth on Schedule III, and no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

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

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

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

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

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

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

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

Leases. To Borrower’s Knowledge, With respect to the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete assignment of Leases and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as Rents set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeArticle 7 below, Mortgagor represents that (i) each it has listed such Lease in the Schedule of Material Contracts attached to the Credit Agreement; (ii) as of the date hereof, Mortgagor is not, in the capacity of lessor, a party to any other lease, whether written or oral, or any agreement for the use and occupancy of any of the Mortgaged Property as of the date hereof, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (iii) the Leases are valid, binding and in full force and effect; (ii) the tenants under the Leases effect and have accepted possession of and are not been amended or modified, except as heretofore disclosed in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses writing by Mortgagor to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceMortgagee; (iv) the rent payable under each Lease Mortgagor is the amount sole owner of fixed rent set forth the lessor’s interest in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentLeases; (v) except for any Permitted Encumbrances, Mortgagor has not executed any other assignment or pledge of any of the Leases or Rents or performed any other act or executed any other instrument which might prejudice Mortgagee’s rights hereunder; (vi) to the best of Mortgagor’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults material default exists on the part of any lessee, or on the landlord under any Leasepart of Mortgagor, and as lessor, in the performance of the terms, covenants, provisions, conditions or agreements contained in the Leases; (vii) Mortgagor knows of no event has occurred condition which, with the giving of notice or the passage of time, time or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under of the Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofpart of any lessee or Mortgagor, as lessor, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (viii) Borrower is the sole owner of the entire lessor’s interest no rent has been paid by any lessee for more than one installment in each Leaseadvance; and (ix) each Lease is the valid, binding and enforceable obligation payment of none of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right Rents to occupy, the Property except accrue under the terms of the Lease; and (xi) each Lease is subordinate Leases has been or will be waived, released, reduced, discounted or otherwise discharged or compromised by Mortgagor, except as heretofore disclosed in writing by Mortgagor to Mortgagee. Notwithstanding anything to the Loan Documentscontrary contained in this Mortgage, either pursuant Mortgagor shall not be deemed to be in default of its terms obligations under this Mortgage as a result of any breach of any representation and warranty set forth in clauses (i) through (ix), inclusive, of this Section 3.4, if such breach individually or pursuant in the aggregate, could not reasonably be expected to result in a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderMaterial Adverse Effect.

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

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

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except as Schedule 3 set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, except pursuant to the Leases. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) the tenants under Borrower is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to the enforcement thereofLender; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Borrower and, to the Leases have been paid best of Borrower’s knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) all security deposits work required to be performed by Borrower as of the date hereof under Leases are each Lease has been substantially performed as set forth on of the Rent Roll date hereof, all contributions to be made as of the date hereof by Borrower to the Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is has delivered to Lender true, correct and complete copies of all Leases described in the sole owner of the entire lessor’s interest in each LeaseRent Roll; and (ix) to the best of Borrower’s knowledge and belief, each Lease Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the valid, binding benefit of creditors; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has Lease provides any possessory interest in, or party with the right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

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

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

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is ), attached hereto as Exhibit O, contains a true, complete and correct and complete list of all Net Leases for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as and all information set forth on the such Rent Roll or as otherwise disclosed to Lender is true and correct in writing: To Borrower’s Knowledgeall material respects; (b) all Net Leases are valid and enforceable, (i) each Lease is and in full force and effect, and are unmodified except as stated therein; (iic) the tenants neither Borrower nor any Net Lease Tenant is in default under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; its Net Lease (iii) all rents due and payable under the Leases have been paid and no portion thereof event has been paid for occurred which with the passage of time or notice or both would result in a default under its Net Lease), other than with respect to rents owed by any period more Net Lease Tenant that are less than thirty (30) days in advanceoverdue, (d) no Net Lease Tenant is the subject of any bankruptcy, insolvency or similar proceeding; (ive) the rent payable under each Lease is copies of the amount of fixed rent set forth Net Leases delivered to Administrative Agent are true and complete in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentall material respects; (vf) Borrower has no tenant has made knowledge of any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part notice of the landlord under any Lease, and no event has occurred which, termination or default with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under respect to any Lease; (viig) Borrower has not assigned or pledged any of the Net Leases, the Rents thereunder or any interests therein except to Administrative Agent (on behalf of the Lenders); (h) to Borrower’s knowledge, no tenant or other party has an unexpired option, right of first refusal or other preferential right to purchase all or any portion of the Property; (i) no Net Lease Tenant has the unilateral right to terminate its Net Lease prior to expiration of the stated term of such Net Lease absent the occurrence MOFO-359710945MF-365764761 of any casualty, condemnation or default by the Borrower thereunder; and (j) no tenant under any Net Lease has prepaid more than one (1) month’s rent in advance (except for security deposits under Leases are as set forth on the Rent Roll and are held consistent other charges collected in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the applicable Net Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder).

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

Leases. To Borrower’s KnowledgeBorrowers’ knowledge, the rent roll attached hereto as Schedule 3 7 (the “Rent Roll”) is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except To Borrowers’ knowledge, except as set forth on the Rent Roll or as otherwise disclosed in writing to Lender in writingLender: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers’ knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 3.7 hereof; (viii) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the any Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached Attached hereto as Schedule 3 (the “Rent Roll”) Exhibit B is a true, complete and correct and complete Rent Roll as of the date hereof. The Property is not subject to any Leases or other than agreements related to the Leases described in leasing or renting of the Rent Roll Property or in the title report delivered to Lender. Except any portion thereof, except as set forth on the Rent Roll Roll. No person has any possessory interest in the Property or as otherwise disclosed right to Lender in writingoccupy the same, except pursuant to the Leases. Borrower hereby represents that: To Borrower’s Knowledge, (i) each Lease Borrower has delivered a Rent Roll that is in full force true, correct and effectcomplete as of the date hereof; and (ii) Borrower is the tenants under owner and holder of the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents given by Borrower to Lender in the enforcement thereofMortgage or the Assignment of Leases; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Borrower and, to the Leases have been paid best of Borrower’s knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease have not been waived, released, or otherwise discharged or compromised; and (vii) all security deposits work to be performed by Borrower under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Borrower to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the sole owner Loan, each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasepremises demised thereunder; and (ix) each Lease is Borrower has delivered to Lender true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderMortgage.

Leases. To Borrower’s Knowledge, the The rent roll for the Property attached in Exhibit B hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and complete in all material respects, and describes all of the Leases of the Property. Owner has furnished to the Fund true, correct and, to Federal’s and Owner’s knowledge, complete copies of all of the Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderincluding all amendments and guarantees. Except as set forth on disclosed in Exhibit B attached hereto, to Federal’s and Owner’s knowledge, the Rent Roll or as otherwise disclosed to Lender “landlord” is not in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord default under any Lease, which default remains uncured, and no event has occurred whichthat, with the giving of notice or the passage of time, or both, would constitute such a default; (vi) there is default of the landlord under any Lease. Except as disclosed in Exhibit B attached hereto, to Federal’s and Owner’s knowledge, no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessorLeases is in monetary default under its Lease beyond any applicable notice and cure period, and neither Federal nor Owner has given to any tenant any written notice of non-monetary default, which default has not been cured. Except as disclosed in Exhibit B attached hereto, to Federal’s interest in each Lease; (ix) each Lease is the validand Owner’s knowledge, binding and enforceable obligation all of the Borrower landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all tenant concessions (such as, for example, free rent, move-in allowances, tenant improvement allowances, etc.) from the landlord under the Leases have been paid, satisfied and performed in full. Federal and Owner each further represents and warrants as follows with respect to each of the Leases (except as otherwise expressly disclosed in Exhibit B attached hereto): (i) the Lease constitutes the entire agreement with the applicable tenant thereunderrelating to the Property, and has not been amended, modified or supplemented (in writing or otherwise), except for such amendments, modifications and supplements delivered to the Fund prior to Closing; (xii) the “tenant” under such Lease has no right of first refusal or option to purchase all or any portion of the Property; (iii) no Person has any possessory interest in, or right to occupy, portion of the Property except security deposit under the terms of Lease has been applied which has not been restored to the full amount required under the Lease; and (xiiv) each the “landlord” under such Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None has not accepted any payment of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrent more than one (1) month in advance.

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

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

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

Leases. To Borrower’s Knowledge, With respect to the rent roll attached hereto as Schedule 3 Leases: (a) the “Rent Roll”) Roll certified by Borrower and dated on or about the Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll or in the title report Roll; (b) Borrower has delivered to Lender. Except as set forth on Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Rent Roll or Leases, except as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing and acknowledged by Lender; (ic) each Lease, by its terms, is subordinate to the lien of the Security Instrun1ent or the subject of a separate subordination agreement subordinating the Lease is in full force and effectto the lien of the Security Instrument; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiid) Borrower is the sole owner of the entire lessor’s 's interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (e) all of the Leases are bona fide, arm's-length agreements with tenants unrelated to Borrower; (f) none of the Rents has been collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed Rent collected in advance); (g) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower in the full amount reported on the Rent Roll; (h) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant or alternatively, if any work is not yet complete, Borrower is not in default of its obligations thereunder with respect to such work; (i) no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; G) Borrower has not received notice from any tenant challenging the validity or enforceability of any Lease; (ixk) all payments due from tenants under the Leases are current; (1) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (m) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to contains a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase (but no option to purchase or related provision); provided, however, that such right shall not apply to Lender in connection with a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Loan Documents, but such right shall apply to subsequent purchasers of the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to from Lender, and no Lease contains any other Person has similar provision that is otherwise not subordinate to the lien of the Security Instrument pursuant to the terms of a subordination agreement delivered in connection with the closing of the Loan; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any interest therein except Affiliate of Borrower regarding any Lease which have not been disclosed in writing to Lender and for which adequate amounts have not been set aside in the tenants thereunderTI/LC Reserve Account.

Leases. To Borrower’s Knowledge, Each of Borrower and Security Guarantor represents and warrants to Agent with respect to the rent roll attached hereto as Leases that: (a) the list of Leases set forth on Schedule 3 (the “Rent Roll”) I is true, complete and correct and correct, the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule I, (ib) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower Security Guarantor is the sole owner of the entire lessor’s interest in each the Leases, (c) the Leases identified on Schedule I are in full force and effect, there are no material defaults thereunder by Borrower or Security Guarantor, or, to Borrower’s and Security Guarantor’s knowledge, any other party thereto with respect to any Major Lease; (ix) each , in either case, beyond any applicable notice or cure period, and, to Borrower’s and Security Guarantor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, and, to Borrower’s and Security Guarantor’s knowledge, no Tenant under a Major Lease is subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (d) the valid, binding and enforceable obligation copies of the Borrower Leases delivered to Agent are true and the applicable tenant thereunder; complete, and there are no oral agreements with respect thereto, (xe) no Person Rent (including security deposits) for any Major Lease has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and no Tenant is in arrears in its payment of Rent, (f) to Borrower’s and Security Guarantor’s knowledge, there exist no offsets or defenses to the payment of any portion of the Rents under Major Leases and Security Guarantor has no monetary obligation to any Tenant under any Major Lease except as may be expressly set forth in such Lease, (g) neither Borrower nor Security Guarantor has received any written notice from any Tenant under a Major Lease challenging the validity or enforceability of any Major Lease, (h) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination Lease and attornment agreement. None other than hotel guests and patrons, (i) all security deposits relating to the Major Leases reflected on Schedule I have been collected by Security Guarantor and are being held in accordance with Legal Requirements, (j) no brokerage commissions or finders’ fees are due and payable regarding any Lease, (k) all Tenants under Major Leases at the Property as of the date hereof are paying full rent under their Leases contains and have not exercised any right to “go dark” that they may have under the provisions of their Leases, (l) all work to be performed by Security Guarantor under each Major Lease has been performed as required and has been accepted by the applicable Tenant to the extent required, (m) except as set forth in the schedule of Leases, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant under a Major Lease has already been received by such Tenant, (n) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Security Guarantor, and (o) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the Improvements of which the leased premises are a part. Neither Notwithstanding the foregoing, due to the pandemic caused by COVID-19 and the temporary closure of the ▇▇▇▇▇ ▇▇▇▇ & Zilara Cap Cana, a verbal agreement was reached by with the Tenants under the Leases nor pursuant to which DR Security Guarantor agreed that it would not ▇▇▇▇ the Rents have been assigned or pledged except Tenants the monthly fees owed by each Tenant for the months of April, May and June 2020. These verbal agreements may be formalized in writing and may be subject to Lender, and no other Person has any interest therein except the tenants thereunderchange based on Force Majeure.

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed and the Tenant estoppels and aged receivables report delivered to Lender in writingconnection with the closing of the Loan: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceadvance (except for security deposits and the last month’s rents aggregating not more than 2 months’ rent); (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant Tenant thereunder for an adjustment to the rent; (v) no tenant Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant Tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant Tenant thereunder; (x) no Person has any possessory interest in, or right to occupyoccupy (other than any right of the Manager to occupy a management office located on the Property), the Property except under the terms of the a Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; and (xii) each Lease has been written using the same form of lease. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants Tenants thereunder.

Leases. To Borrower’s Knowledge, (a)(i) The rent rolls and reports which are set forth in Section 2.10(a)(1) of the rent roll attached hereto as Disclosure Schedule 3 (the “"Rent Roll”) is trueRolls"), complete are true and correct schedules of all Leases (other than Temporary Space Licenses) affecting any Real Property as of January 15, 1998 and contain with respect to each such Lease the following information: name of tenant, space leased, expiry date of existing term, whether unit is vacant, any security deposits and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effectmonthly base rent; (ii) the tenants under Leases identified on the Rent Rolls, the Temporary Space Licenses and the Ground Leases (each of which Ground Leases shall be assigned to VPLP or its designee in accordance with Section 1.6.1(D)) constitute all of the leases, licenses, tenancies or occupancies affecting any Property as of January 15, 1998, and each of the Leases have accepted possession identified on the Rent Rolls and each of the Temporary Space Licenses is a valid and are enforceable obligation of the landlord or licensor thereunder, as the case may be (all references to landlord under this Agreement shall, as the context may require, also include the licensor under any Temporary Space Licenses) and, to the knowledge of the MM Contributors, each of the other parties thereto; (iii) except as set forth in occupancy the Rent Rolls or otherwise identified in the delinquency report set forth in Section 2.10(a)(2) of all the Disclosure Schedule, as of their respective demised premisesJanuary 15, have commenced 1998 none of the MM Entities has received notice of any default by the landlord under any Lease; (iv) except as set forth in the Rent Rolls or in Section 2.10(a)(2) of the Disclosure Schedule, effective as of January 15, 1998 no Tenant shown on the Rent Rolls is in arrears for the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the its Lease; and (xiv) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None none of the Leases contains contains, nor does any Tenant otherwise have, a purchase option to purchase or any right of first offer or first refusal to purchase (or any other similar right, as distinguished from rights to lease additional space or to extend the term of a Lease) with respect to any Real Property or any part portion thereof. Neither Attached to the Leases nor Disclosure Schedule as Section 2.10(a)(3) is a list of all Temporary Space Licenses, or binding commitments for Temporary Space Licenses, affecting the Rents have been assigned or pledged except to LenderReal Property in effect on January 15, 1998, and no other Person has any interest therein except the tenants thereundersaid list is true, correct and complete in all material respects as of such date.

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

Leases. To Borrower’s Knowledge, Borrower represents and warrants to Lender with respect to the Leases that (a) the rent roll attached hereto as Schedule 3 II (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule II, (b) true, correct and complete copies of all Leases, a list of which is annexed hereto as Schedule VII, have been provided to Lender prior to the Rent Roll or date hereof and (1) all such Leases are in full force and effect and (2) to Borrower’s knowledge, except as set forth on Schedule XVI, there are no defaults thereunder by either party, and Borrower has not received any notice of termination with respect to any such Leases, (c) the title report copies of the Leases delivered to Lender. Except Lender are true and complete, and, to Borrower’s knowledge, there are no oral agreements with respect thereto, (d) to Borrower’s knowledge, except as set forth on the Rent Roll or as otherwise disclosed Roll, no Rent (excluding security deposits) has been paid more than one month in advance of its due date, (e) to Lender in writing: To Borrower’s Knowledgeknowledge, except as set forth on the Rent Roll, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (if) each Lease is in full force and effect; 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, (iig) the tenants Tenants under the Leases have accepted possession of and are in occupancy of of, and are open for business and conducting normal business operations at, all of their respective demised premises, have commenced the payment of and are paying full, unabated rent under the Leases, (h) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (i) to Borrower’s knowledge, each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (j) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Guarantor, (k) to Borrower’s knowledge, no Tenant under any Lease is in default under the terms and conditions of such Lease, (l) there are no offsets, claims brokerage fees or defenses to the enforcement thereof; (iii) all rents commissions due and payable under in connection with the Leases have been paid and no portion thereof leasing of space at the Property, except as has been paid for any period more than thirty (30) days previously disclosed to Lender in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Leasewriting, and no event has occurred which, such fees or commissions will become due and payable in the future in connection with the giving Leases, including by reason of notice any extension of such Lease or passage expansion of timethe space leased thereunder, except as has previously been disclosed to Lender in writing, (m) Borrower has not assigned or pledged any of the Leases, the rents thereunder or any interest therein except to Lender, (n) to Borrower’s knowledge, except as expressly provided in the applicable Lease, no Tenant has a right to expand the premises demised under its Lease, (o) to Borrower’s knowledge, no Tenant or other Person has any option, right of first refusal or offer or any other similar right to purchase all or any portion of, or bothinterest in, would constitute such a default; the Property, (vip) there is no present material default by Tenant has the tenant under any right to terminate its Lease prior to the expiration of the stated term thereof except, to the extent contained in the applicable Lease; , in the event of the destruction or condemnation of substantially all of the Property or as otherwise set forth on Schedule XVI hereto, and (viiq) all security deposits under Leases are to Borrower’s knowledge, except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner Schedule VII hereto no Tenant has assigned its Lease or sublet all or any portion of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderpremises demised thereby.

Leases. To Borrower’s Knowledge, An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the rent roll attached hereto Agent as Schedule 3 of the date of inclusion of each Mortgaged Property or interests in the Mezzanine Property (or such other recent date as may be acceptable to the “Rent Roll”Agent) is true, complete and correct with respect to all Leases of any portion of the Mortgaged Property and the Mezzanine Property is not subject has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property or Mezzanine Property and in the Building relating thereto. There are no occupancies, rights, privileges or licenses in or to any Leases Mortgaged Property or Mezzanine Property or portion thereof other than pursuant to the Leases described reflected in Rent Rolls previously furnished to the Rent Roll Agent for such Mortgaged Property or in the title report delivered to LenderMezzanine Property. Except as set forth on in each Rent Roll, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected therein are in full force and effect; (ii) effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and none of the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor has given or made any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants under of the Leases have accepted possession of Mortgaged Property and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses Mezzanine Property to the enforcement thereof; (iii) Agent and such estoppel certificates as of the date thereof are true and correct in all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent material respects. Except as otherwise set forth in Schedule A-5 to the Rent RollContribution Agreement, and there is no claim all tenant improvements or basis work to be done, furnished or paid for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made Borrower, any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupyits Subsidiaries, the Property except under Owner, WASH or the terms Guarantor or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor in respect of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

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

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and There are no leases or occupancy agreements currently in effect which affect the Property is not subject to any Leases other than the Leases, and no person is in possession of or has any possessory rights with respect to any portion of the Property except the Tenants under the Leases, True, correct and complete copies of all Leases described have been delivered to Buyer as part of the Due Diligence Items. To Seller’s knowledge, all of the Leases are in full force and effect. No rentals or other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the Rent Roll Roll). All security and other deposits of any type required under the Leases have been paid in full, are being held by or in on behalf of Seller and are accurately shown on the title report delivered Rent Roll. To Seller’s knowledge, there is no material default by Seller or any Tenant under any of the Leases and none of the Tenants under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to LenderBuyer as part of the Due Diligence Items. Except as set forth on Exhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Leases to provide tenant improvements or tenant improvement allowances or other cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing, Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim to Seller’s knowledge, none of the Tenants has assigned its Lease or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made sublet all or any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any premises covered by its Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor. To Seller’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupyknowledge, the Property except under information on tenant delinquencies in the terms of the Lease; Due Diligence Items is true, accurate and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.complete;

Leases. To Borrower’s Knowledge, Except as disclosed in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and for the Property is not subject to and any Leases other than the Leases described in the Rent Roll or in the title report tenant estoppels delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) connection with the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part origination of the landlord under any LeaseLoan, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Leasethe Leases; (ixb) each Lease is the valid, binding Leases are valid and enforceable obligation of the Borrower and the applicable tenant thereunderenforceable; (xc) no Person has any possessory interest in, or right to occupy, the Property except under the terms of all alterations, modifications and amendments to the LeaseLeases are reflected in the certified occupancy statement delivered to and approved by Lender; and (xid) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (other than to Lender); (e) none of the Rents have been collected for more than one (1) month in advance; (f) all work to be performed by the lessor under each Lease is subordinate has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the lessor under each Lease to any tenant has already been received by such tenant; (g) all security deposits under the Leases are being held in accordance with Applicable Laws; (h) there exist no offsets or defenses to the Loan Documentspayment of any portion of the Rents; (i) the current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, either with the passage of time or the giving of notice, or both, would constitute a default thereunder by any party; (j) no tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase all or right any part of first refusal to purchase the Property or any part portion thereof. Neither , and no tenant under any Lease has any right or option for additional space on the Property; (k) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with any of the Leases nor described on the Rents have been assigned or pledged except rent roll previously provided to Lender, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing; (l) each tenant has unconditionally taken possession of and no other Person is occupying all of its leased premises located at the Property and each such tenant has commenced the payment of rents for all space subject to its Lease and (m) all work to be performed by the landlord under each Lease has been completed in a good and workmanlike manner and in accordance with the applicable Lease and such work has been accepted by the applicable tenant and all reimbursements and allowances due to any interest therein except the tenants thereundertenant in connection with any such work have been paid in full.

Leases. To Borrower’s Knowledge, The information in the rent roll attached hereto delivered to Buyer with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the Real Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as Schedule 3 set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit (the “Rent Roll”) is true, correct, and complete. Seller has or will deliver to Buyer true, accurate and complete copies of all of the Leases and correct and the Property is not subject there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any Leases other than portion of the Real Property, and no persons, tenants or entities occupy space in the Real Property, except as stated in the Rent Roll. There are no options or rights to renew, extend or terminate the Leases described or expand any Lease premises, except as shown in the Rent Roll and the Leases. No brokerage commission or in the title report delivered similar fee is due or unpaid by Seller with respect to Lenderany Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is The Leases and any guaranties thereof are in full force and effect; (ii) the tenants under the Leases have accepted possession of , and are subject to no defenses, setoffs or counterclaims for the benefit of the Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in occupancy of default under its Lease. Seller is in full compliance with all of their respective demised premises, have commenced the payment of rent landlord’s obligations under the Leases, and there are Seller has no offsets, claims or defenses obligation to the enforcement thereof; (iii) all rents due and payable any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No rent or other payments have been paid collected in advance for more than one (1) month and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) rents or other deposits are held by Seller, except the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth described on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is rent for the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the validcurrent month. Each rental concession, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, rental abatement or right other benefit granted to occupy, the Property except Tenants under the terms of the Lease; and (xi) each Lease is subordinate Leases will have been fully utilized prior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None Close of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderEscrow.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Property is not subject to any Leases leases, subleases, licenses, concessions or other than agreements related to the Leases described in leasing or renting of the Rent Roll Property or in the title report delivered to Lender. Except any portion thereof, except as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or as otherwise disclosed right to Lender in writingoccupy the same, except pursuant to the Leases. Grantor hereby represents that: To Borrower’s Knowledge, (i) Grantor has delivered a schedule (the "Rent Roll") of all Leases affecting the Property, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease, which Rent Roll is in full force true, correct and effectcomplete as of the date hereof; and (ii) the tenants under Grantor is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord's interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in section 1.9 given by Grantor to the enforcement thereofBeneficiary; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Grantor and, to the Leases have been paid best of Grantor's knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Grantor or the Property; and (v) no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under, such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) all security deposits work to be performed by Grantor under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Grantor to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant's obligations thereunder have been satisfied; and (viii) Borrower is the sole owner each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasedemised premises; and (ix) each Lease is Grantor has delivered to Beneficiary true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Grantor's knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right this Deed of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderTrust.

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

Leases. To Borrower’s Knowledge(a) The Mortgagor will carry out all of its covenants and agreements under all Leases which it has executed or may hereafter execute in connection with the Security, or any portion thereof. The Mortgagor will not enter into any Lease in excess of 5,000 square feet without thirty (30) days prior written notice to the Mortgagee. At any time within thirty (30) days after notice and demand by the Mortgagee, the rent roll attached hereto Mortgagor will deliver to the Mortgagee a written statement in such reasonable detail as Schedule 3 (the “Rent Roll”) is trueMortgagee may request, complete and correct certified by the Mortgagor, of all of the Leases relating to the Security or any part thereof, including the names of all Lessees, the terms of all Leases and the Property is not subject rentals payable under all Leases, and, on demand, the Mortgagor will furnish to the Mortgagee executed counterparts of any such Leases. If any of such Leases provide for the giving by the Lessee of certificates with respect to the status of such Leases, the Mortgagor shall exercise its right to require such certificates within ten (10) days after any request therefor by the Mortgagee. (b) The Mortgagor hereby grants, assigns, transfers and sets over unto the Mortgagee, all of Mortgagor's right, title and interest in and to any Leases, or any portion thereof, now or hereinafter entered into, together with all of the rents, royalties, issues, profits, revenues, income and other benefits of the Security including, without limitation, any security deposits thereunder or guaranties to secure performance by the Lessees of their obligations thereunder, whether such security deposits are to be held until the expiration of the terms of such Leases other than or applied to one or more installments of rent coming due immediately prior to the Leases described expiration of such terms; reserving in the Rent Roll Mortgagor a license to collect and receive the same until there is a default under this Mortgage. (c) So long as there shall exist no default under this Mortgage, the Mortgagor shall have a license, terminable by the Mortgagee upon the occurrence of a default hereunder, to collect upon, but not prior to accrual, the rents under the Leases, such rents to be held in trust for the Mortgagee. Each month, upon the Mortgagor's compliance with all of its obligations required under the Loan Documents, the Mortgagor may retain such rents as were collected that month and held in trust for the Mortgagee. Upon the occurrence of a default hereunder, the license granted to the Mortgagor shall be automatically and immediately revoked without any requirement of notice. Upon revocation of such license and following notification to the Lessees under such Leases by the Mortgagee that rents are to be paid to the Mortgagee, all rents shall be paid directly to the Mortgagee and not through the Mortgagor, it being understood that a demand by the Mortgagee on any Lessee under such Leases for the payment of rent following any default claimed by the Mortgagee shall be sufficient to warrant such Lessee making future payments of rent to the Mortgagee without the necessity of further consent by the Mortgagor. (d) The Mortgagor will, at its sole cost and expense, use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the respective Lessees under any Leases, or any portion thereof, and will appear in and defend, at its sole cost and expense, any action or proceeding arising under or in any manner connected with such Leases or the title report delivered to Lender. Except as set forth on obligations and undertakings of any Lessee thereunder. (e) The Mortgagor will not further assign the Rent Roll whole or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgeany part of the rents, income or profits arising from the Security or any part thereof without the prior written consent of the Mortgagee, and any assignment thereof without such consent shall be null and void. (f) The Mortgagor will not, without the prior written consent of the Mortgagee, (i) each cancel, terminate, accept a surrender of, reduce the payment of rent under, or accept any prepayment of rent (other than is customary) under, any present or future Lease, (ii) lease all or any part of the Security in excess of 5,000 square feet except upon lease forms which shall have been approved by the Mortgagee, or (iii) permit a lien or encumbrance on the Security or any part thereof superior to any such Lease is other than the Permitted Liens. (g) If the Mortgagor shall hereafter lease the Security or any part thereof by Lease or Leases, any such Lease or Leases shall be subject to the condition that in the event of any sale of the Security, or any part thereof, pursuant to the default provisions of this Mortgage, such Lease or Leases shall continue in full force and effect; , and the Lessees thereunder will, upon request, attorn to and acknowledge in writing the purchaser or purchasers at such sale or sales as landlord or lessor thereunder. (iih) the tenants under the Leases have accepted Unless and until Mortgagee shall take possession of and are in occupancy of all of their respective demised premisesthe Security, have commenced the payment of rent under the Leases, and there are no offsets, claims Mortgagee shall not be obligated to perform or defenses discharge any obligation or duty to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim be performed or basis for a claim discharged by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Mortgagor under any Lease which remains outstanding, there are no defaults on the or Leases for all or any part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderSecurity.

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

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

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

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 7 (the “Rent Roll”) is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll Roll, on Schedule 3 hereto or as otherwise disclosed any tenant estoppel certificates delivered to Lender in writingLender: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and to Borrower’s actual knowledge there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no written claim or to Borrower’s actual knowledge basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim in writing against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any LeaseLease of which Landlord has been notified, and and, to Borrower’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers’ actual knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and and, to Borrower’s actual knowledge, the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the LeaseLeases; and (xi) except with respect to Leases entered into after the date hereof in accordance with the terms of this Agreement, all work to be performed by the applicable Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xii) any payments, free rent, partial rent, rebate of rent or other material payments, credits, allowances or abatements required to be given by any Borrower to any tenant under any Lease has already been received by such tenant; (xiii) no Tenant under any Lease (or any sublease) is subordinate an Affiliate of any Borrower; (xiv) all tenants under the Leases are open for business and paying full, unabated rent; (xv) 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 which have been earned by the applicable broker with respect to the Loan DocumentsLeases that are not yet due and payable; (xvi) to Borrower’s actual knowledge, either pursuant 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; (xvii) to Borrowers’ knowledge, each Tenant under a Material Lease is free from Bankruptcy Proceedings, (xviii) Borrowers acknowledge that ARC NYC400E67, LLC (“Laurel Borrower”) and Quik ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ LLC (“Quik Park”) entered into that certain Second Amendment of Lease, dated as of March 29, 2018 (the “Second Quik Park Amendment”), which amendment extends the term of that Agreement of Lease, dated as of March 30, 2009, between Laurel Borrower (as successor in interest to ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC) and Quik Park, as amended by that First Amendment of Lease, dated as of November 15, 2011, between Laurel Borrower (as successor in interest to USPF IV Laurel Retail Owner L.P.), through November 30, 2031 and (xix) to Laurel Borrower’s knowledge, Laurel Borrower, previously made repairs and previously took such remedial steps as Laurel Borrower deemed reasonably necessary to fix the leaks described in the Tenant’s Estoppel Certificate from Cornell University for and on behalf of its terms or pursuant to a subordination ▇▇▇▇ and attornment agreement▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Medical College dated as of March 14, 2018. None The copies of the Leases contains any option delivered to purchase or right of first refusal to purchase Lender (including the Property or any part thereofSecond Quik Park Amendment) are true and complete, and there are no oral agreements with respect thereto. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

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

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

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

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

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete and correct and the Property The Corporation is not subject a party to, or under any agreement to become a party to, any Leases real or immovable property lease other than the Leases described Leases. Each Lease is in good standing, creates a good and valid leasehold estate in favour of the Corporation in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease Leased Properties thereby demised and is in full force and effect; . With respect to each Lease where the Corporation is tenant: (i) the Lease (or a written notice in respect of the Lease) has been properly registered in the appropriate land registry office and all rents and additional rents have been paid; (ii) no waiver, indulgence or postponement of the tenants under Corporation’s obligations has been granted by the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; lessor; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Rollthere exists, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; knowledge of Holdcos 2, no event of default or event, occurrence, condition or act (v) no tenant has made any claim against including the landlord under any Lease which remains outstanding, there are no defaults on the part purchase of the landlord under any Lease, and no event has occurred Purchased Shares) which, with the giving of notice or written notice, the passage of time, time or boththe happening of any other event or circumstance, would constitute such become a default; (vi) there is no present material default by under the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner Lease or give rise to a right of amendment, cancellation or termination of the entire lessor’s interest Lease or restrict the ability of the Corporation to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein; and (iv) to the knowledge of the Holdcos 2, all of the covenants to be performed by any party (other than the Corporation) under the Lease, if any, have been fully performed. (b) Section 3.23 of the Disclosure Letter contains a complete and accurate list of all of the Leases and sets out, in respect of each Lease; (ix) each Lease is , the valid, binding and enforceable obligation identity of the Borrower lessor and the applicable tenant thereunder; tenant, a description of the leased premises (x) no Person has any possessory interest in, or right to occupyby municipal address and proper legal description), the Property except under the terms term of the Lease; , the rental payments under the Lease (specifying any breakdown of base rent and (xi) each Lease is subordinate to additional rents), any rights of renewal and the Loan Documentsterm thereof, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right rights of first refusal to purchase the Property or options and any part thereofrestrictions on assignment or change of control. Neither the True, correct and complete copies of all Leases nor the Rents have been assigned provided to the Purchaser. (c) There is no pending or, to the knowledge of Holdcos 2, threatened Claim with respect to any Old Leases, the Corporation has performed all of the obligations required to be performed by it and is not alleged to have been in default or pledged except to Lenderbreach of, or have violated, any Old Leases and no other Person has the Corporation does not have any interest therein except the tenants thereunderoutstanding liability in respect of such Old Leases.

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

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

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Property is not subject to any Leases leases, subleases, licenses, concessions or other than agreements related to the Leases described in occupancy, leasing or renting of the Rent Roll Property or in any portion thereof, except for the title report delivered to Lender. Except TRS Lease and as set forth on the Rent Roll or as otherwise disclosed rent roll provided to Lender and certified by Borrower on the date hereof. No person has any possessory interest in writing: To Borrower’s Knowledgethe Property or right to occupy the same, except pursuant to a written lease, license, rental agreement or occupancy agreement (collectively, the “Leases”) identified on the rent roll provided by Lender and certified by Borrower on the date hereof. As of the date hereof, (i) each the Borrower is the owner and holder of the landlord’s interest under the TRS Lease and the Tenant is in full force the sole owner and effectholder of the landlord’s interest under the other Leases; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.11 given by Borrower to the enforcement thereofLender; (iii) all rents Rents due and payable under the Leases TRS Lease and, to Borrower’s knowledge, each other Lease, have been paid in full and no portion thereof has said Rents have been paid for any period more than thirty one (301) days month in advance; advance of the due dates thereof and (iv) there are no offsets or defenses to the rent payable payment of any portion of the Rents under each the TRS Lease is or, to Borrower’s knowledge, under any of the amount of fixed rent other Leases. The representations set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment this Paragraph (ee) are in addition to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as those set forth on the Rent Roll and are held consistent with in Section 3.8 hereof; (viii) Borrower is the sole owner 1.12 of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Security Instrument.

Leases. To Borrower’s Knowledge, the rent roll The list of Leases attached hereto as Schedule 3 (the “Rent Roll”) 4 is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderon Schedule 4. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingSchedule 4: To Borrower’s Knowledge, (i) each Material Lease is in full force and effect; (ii) the tenants under the Material Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the LeasesMaterial Leases (subject to any “free rent” or rent abatements provided for therein); (iii) no tenant under any Material Lease has asserted, and there are no in writing, any offsets, claims or defenses to the enforcement thereofof such Material Lease; (iiiiv) all rents due and payable under the Material Leases have been paid and and, except with respect to those Material Leases which provide for the quarterly or annual payment of rent, no portion thereof has been paid for any period more than thirty (30) days in advance; (ivv) the rent payable no Borrower has received written notice from any tenant under each a Material Lease asserting that it is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for entitled to an adjustment to the rent; (vvi) no Borrower has received written notice from any tenant has made any under a Material Lease asserting a material claim against the landlord under any Material Lease which remains outstanding, there are ; (vii) no Borrower has received written notice from any tenant under a Material Lease asserting any material defaults on the part of the landlord under any Material Lease; (viii) to each Borrower’s knowledge, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a material default; (viix) to each Borrower’s knowledge, there is no present material default by the tenant under any Material Lease; (viix) all security deposits under Leases are as set forth on with respect to each Material Lease, the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower which is a party thereto is the sole owner of the entire lessor’s interest in each such Material Lease; (ixxi) each Material Lease is the valid, binding and enforceable obligation of the Borrower which is a party thereto; and the applicable tenant thereunder; (xxii) no Person has any possessory interest in, or right to occupy, the any Property subject to any Material Lease except under the terms of the Lease; and (xi) each such Material Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of any Leases entered into by the Leases contains any option to purchase or right of first refusal to purchase tenants under the Property or any part thereofMaterial Leases. Neither the Material Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge(a) Either Borrower or the applicable Joint Venture, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is trueapplicable, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s 's interest in each Leasethe Leases (other than resident care agreements) and Borrower, the relevant Operator (as to a Leased Facility) and/or Manager are the sole owners of the entire lessor's interest in the resident care agreements; (ixb) each Lease is the Leases (other than resident care agreements) are the valid, binding and enforceable obligation obligations of the Borrower and the applicable tenant or lessee thereunder and, with respect to the resident care agreements, the resident care agreements are the valid, binding and enforceable obligations of the Manager or the applicable Joint Venture, as applicable, and the applicable tenant or lessee thereunder; (xc) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll statements delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (e) none of the Rents have been collected for more than one (1) month in advance; (f) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (g) there exists no offset or defense to the payment of any portion of the Rents; (h) no Lease contains an option to purchase, right of first refusal to purchase, expansion right, or any other similar provision; (i) no Person has any possessory interest in, or right to occupy, the Property any Facility except under the terms of the and pursuant to a Lease; and (xij) each Lease (other than resident care agreements) is subordinate to the Loan Documents, either pursuant to its terms or pursuant a recorded subordination agreement; and (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderprudent institutional lenders.

Leases. To Borrower’s Knowledge, Except as disclosed in the certified rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to and approved by Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiia) Borrower is the sole owner of the entire lessor’s 's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance other than minor operating expense advances subject to adjustment within a year (provided that a security deposit shall not be deemed rent collected in advance); (f) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (g) to the best of its knowledge and belief, there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) all payments due under the Leases are current and are consistent with the certified rent roll for the Property delivered to and approved by Lender; (j) to the best of its knowledge and belief, no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixl) each Lease is the valid, binding Leases are valid and enforceable obligation of the against Borrower and the applicable tenant thereundertenants set forth therein; (xm) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (n) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xio) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant to a recorded subordination agreement; and attornment agreement. None of the Leases contains (p) no brokerage commissions or finders fees are due and payable regarding any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLease.

Leases. To Borrower’s KnowledgeBorrower has delivered to Agent a true, the correct and complete rent roll for each Property as more particularly described in Schedule 6.37 attached hereto as Schedule 3 (the each a “Rent Roll”) is , collectively, “Rent Rolls”). There has been no material change in the leasing status of the Properties since the date of the applicable Rent Roll except, as of any date after the Closing Date, as shown on any updated Rent Roll with respect to such Property delivered to Agent. Borrower has delivered to Agent true, complete and correct and complete copies of all Leases in effect as of the Property is not subject Closing Date. Borrower has delivered to any Leases Agent a true, correct and complete copy of each lease brokerage and other than leasing commission agreement in effect as of the Leases described Closing. Additionally, to Borrower’s Knowledge except as may be set forth in the Rent Roll Disclosure Schedule or in the title report any estoppel certificate delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed Agent pursuant to Lender in writing: To Borrower’s KnowledgeSection 4.2 hereof, (ia) each Lease is a Qualified Lease and is in full force and effect; (iib) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable of any Lessee’s obligations under the Leases have been paid and presently outstanding; (c) no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivd) the rent Rent payable under each Lease is the amount of fixed rent Rent set forth in the applicable Rent Roll, and there is no claim or basis for a claim by the tenant Lessee thereunder for an adjustment to the rentRent thereunder; (ve) no tenant Lessee has made any claim in writing against the landlord under any Lease Borrower or Manager which remains outstandingoutstanding that Borrower or Manager is in default under its applicable Lease; (f) no default has occurred by Borrower or, there are no defaults on the part of the landlord to Borrower’s Knowledge, any Lessee under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant Borrower or, to Borrower’s Knowledge, any Lessee, has occurred under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixg) each Lease is the valid, binding and enforceable obligation of the Borrower and and, to Borrower’s Knowledge, the applicable tenant Lessee thereunder; (xh) no Person has any possessory interest in, or right to occupy, with the Property except under the terms exception of the Lease; and (xi) Excluded Leases, each Lease is subordinate to the Loan Documents, either Mortgage on the Property or portion thereof leased; (i) all Security Deposits under the Leases are as set forth on the Rent Rolls and are held pursuant to its terms Section 2.18 hereof; (j) except as set forth in the Rent Rolls described in Schedule 6.37 hereof attached hereto, there are no rent abatements or pursuant concessions, tenant allowances or other abatements with respect to a subordination and attornment agreement. None of any Lease; (k) all real estate brokerage commissions relating to the Leases have been paid in full and there are no other real estate brokerage commissions other than as set forth on the Rent Roll; (l) other than the Wachovia Leases, no Lease contains any option to purchase or right of first refusal to purchase the any Property or any portion thereof or any part thereof. Neither ; (m) Borrower (and, if applicable, Asset Manager) are in compliance with all Legal Requirements with respect to all Security Deposits; (n) the Leases nor Rent Rolls set forth the Rents have scheduled expiration date of each Lease; (o) no use restriction contained in any Lease, Permitted Encumbrance or Property Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Property Document; (p) no Wachovia Lease has been assigned or pledged sublet by any Lessee to any Person, except as permitted in such Wachovia Lease (to Lenderthe extent that any recognition agreement was entered into in connection with any sublease or assignment by the Borrower or its predecessor in interest, a copy of such recognition agreement has been delivered to Agent); (q) except as reflected in the Rent Rolls or provided to Agent in accordance with Section 12.12 hereof, Borrower has not received any Wachovia Termination Notice with respect to any Wachovia Lease; and (r) to Borrower’s Knowledge, no other Person Lessee has (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any interest therein except insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the tenants thereunderwinding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it of, proceedings to take advantage of any law relating to bankruptcy, insolvency or reorganization or the relief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.

Leases. To Borrower(a) Prior to execution of any Leases of space in the Improvements after the date hereof, Borrower shall submit to Lender, for Lender’s Knowledgeprior approval, which approval shall not be unreasonably withheld, a copy of the rent roll attached hereto as Schedule 3 (form Lease Borrower plans to use in leasing space in the “Rent Roll”) is true, complete and correct and 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 not subject to any Leases other than 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 described 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 the Rent Roll or in the title report delivered to Lenderreasonable amounts consistent with prevailing market conditions. Except as set forth on the Rent Roll or as otherwise disclosed Borrower shall also submit to Lender in writing: To Borrowerfor Lender’s Knowledgeapproval, (i) each which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease is in full force of the Improvements or any portion thereof that differs materially and effect; (ii) adversely from the tenants under aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Leases have accepted possession of Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and are in occupancy of shall at all times promptly and faithfully perform, or cause to be performed, all of their respective demised premisesthe covenants, have commenced the payment of rent under the Leases, conditions and there are no offsets, claims or defenses agreements contained in all Leases with respect to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent RollProperty, and there is no claim now or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstandinghereafter existing, there are no defaults on the part of the landlord under 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 terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit, if any. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease, and no event has occurred which, with the giving of notice . Borrower shall not do or passage of timesuffer to be done any act, or bothomit to take any action, would constitute such that might result in a default; (vi) there is no present material default by the tenant landlord, lessor or licensor under any Lease; (vii) all security deposits under Leases are as set forth on such Lease or allow the Rent Roll Tenant thereunder to withhold payment of rent or cancel or terminate same and are held consistent with Section 3.8 hereof; (viii) Borrower is shall not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, shall enforce, short of termination, the sole owner performance and observance of each and every condition and covenant of each of the entire lessor’s interest in each Lease; (ix) each Lease is the validparties under such Leases and Borrower shall not anticipate, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has discount, release, waive, compromise or otherwise discharge any possessory interest in, or right to occupy, the Property except rent payable under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None any of the Leases contains except to the extent consistent with prudent collection practices. Notwithstanding the foregoing, at any option time and from time to purchase 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 right event which with the passage of first refusal 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 Leases, waive or release any other party from the performance or observance 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 purchase 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. (b) Upon the occurrence of an Event of Default under this Deed of Trust, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Deed of Trust, forthwith, upon demand of Lender, Borrower shall surrender to Lender, and Lender shall be entitled to take actual possession of, the Property or any part thereofthereof personally, or by its agent or attorneys. Neither the Leases nor the Rents have been assigned or pledged except In such event, Lender shall have, and Borrower hereby gives and grants to Lender, the right, power and no authority to make and enter into Leases with respect to the Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Lender may deem desirable in its sole discretion, and Borrower expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale of the Property, it being the intention of Borrower that in such event Lender shall be deemed to be and shall be the attorney-in-fact of Borrower for the purpose of making and entering into Leases of parts or portions of the Property for the rents and upon the terms, conditions and provisions deemed desirable to Lender in its sole discretion and with like effect as if such Leases had been made by Borrower as the owner in fee simple of the Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Borrower to Lender shall be deemed to be coupled with an interest, shall not be revocable by Borrower so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. In connection with any action taken by Lender pursuant to this Section, Lender shall not be liable for any loss sustained by Borrower resulting from any failure to let the Property, or any part thereof, or from any other Person has act or omission of Lender in managing the Property, nor shall Lender be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Borrower shall, and does hereby, indemnify Lender for, and hold Lender harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Lender under any such Lease or under this Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Lender. Should Lender incur any such liability, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys’ fees, together with interest therein except thereon at the tenants thereunderDefault Interest Rate from the date incurred by Lender until actually paid by Borrower, shall be immediately due and payable to Lender by Borrower on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the Debt. Nothing in this Section shall impose on Lender any duty, obligation or responsibility for the control, care, management or repair of the Property, or for the carrying out of any of the terms and conditions of any such Lease, nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the Tenants or by any other parties or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property. Borrower hereby assents to, ratifies and confirms any and all actions of Lender with respect to the Property taken under this Section.

Leases. To Borrower’s Knowledge(a) The Disclosure Schedule contains a rent roll of the Property (the "Rent Roll") as of July 31, 1999 showing the identification of each rentable space in the Property, whether leased or not, and for each such space, the name of the Tenant, the expiration date of the current term of the Lease, the minimum or fixed monthly rent roll attached hereto payable, space location number, commencement date, square footage, percentage rent rate and sales breakpoint for computing percentage rent. Seller shall deliver an updated Rent Roll to Purchaser fifteen (15) days prior to the Closing Date. To Seller's knowledge, all information therein is accurate in all material respects as of its date. Except as set forth to the contrary on the Disclosure Schedule, no Tenant has paid any rent in advance except for the current month. (b) The Disclosure Schedule 3 contains a schedule of Fixed and Other Tenant Charge Arrearages, together with any other delinquencies in Rent, showing amounts payable as of the Effective Date by each party, which schedule sets forth separately and certifies the items of Rents with respect to which each such party is in arrears, the amount of each item and the period of such arrearage. (the “Rent Roll”c) is true, The Disclosure Schedule contains a complete and correct list of all existing Leases and modifications thereof and supplements thereto regardless of whether the Property terms thereof have commenced, setting forth with respect to each (i) the date thereof and of each modification thereof and supplement thereto and (ii) the names of the parties thereto (including the name of the current assignee, if any, but only if and to the extent Seller has actual notice of any such assignment). A true and complete copy of each Lease, together with each written modification thereof and supplement thereto, has heretofore been furnished to Purchaser for inspection. Each such Lease constitutes the entire agreement between Seller and each party thereto, and Seller has not made any oral promises or agreements amending or modifying the same. (d) To Seller's knowledge, each of the Leases is not subject valid and subsisting and in full force and effect, and no Rents or other payments or deposits are held by Seller or Seller's agent, except any security deposits and Rents prepaid for the current month. As of the Closing Date, no Rents due under, or any other interest in, any of the Leases will be assigned to any Leases party other than the Leases described Purchaser, or otherwise pledged or encumbered in the Rent Roll or in the title report delivered to Lender. any way. (e) Except as set forth on the Rent Roll Disclosure Schedule, no Tenant has made any written claim which has been received by Seller or, to Seller's knowledge, has any other claim, whether or as otherwise disclosed to Lender not in writing: To Borrower’s Knowledge, writing (i) each Lease is that Seller has defaulted in full force and effect; performing any of its obligations under any of the Leases which has not heretofore been cured, (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for that any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition exists which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the passage of time or giving of notice or passage of timenotice, or both, would constitute any such a default; , (viiii) there that such Tenant is entitled to any reduction in, refund of, or counterclaim or offset against, or is otherwise disputing, any Rents or other charges paid, payable or to become payable by such Tenant, or (iv) that such Tenant is entitled to cancel its Lease or to be relieved of its operating covenants thereunder. (f) With the exception of delinquencies in the payment of Rents which are set forth on the Disclosure Schedule, to Seller's knowledge no present material default by the tenant exists under any Lease; of the Leases on the part of the Tenant thereto. (viig) all security deposits under There are no rent abatements or other tenant concessions or inducements, including lease assumptions or buy-outs, applicable to any of the Leases are or any rights to extend or renew any of such Leases except as set forth on the Rent Roll and Disclosure Schedule. There are held consistent with Section 3.8 hereof; (viii) Borrower is no options or rights to renew, extend or terminate the sole owner Leases, except as set forth on the Disclosure Schedule. Seller has not granted any rights, options or rights of the entire lessor’s interest first refusal of any kind to any Tenant, which are currently in each Lease; (ix) each Lease is the valideffect, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase otherwise acquire the Property or any part thereofthereof or interest therein. Neither To Seller's knowledge, all of the Leases nor improvements to be constructed by the Rents landlord under each of the Leases, or as required under any collateral agreement, plans or specifications related to the Leases, have been assigned or pledged except to Lender, fully completed and no other Person has any interest therein except the tenants thereunderpaid for.

Leases. To Borrower’s Knowledge, Schedule 3.9 sets forth a copy of the most recent rent roll attached hereto as Schedule 3 for each Real Property (the each, a “Rent Roll”) is true), complete and correct and the Property is not subject which Rent Roll, to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrowersuch Seller’s Knowledge, is true and correct in all material respects as of the date of such Rent Roll. As of the effective date of the Rent Roll, except as noted therein (i) each Lease is in full force all rent and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents other charges due and payable under the Leases have been paid and there are no portion thereof arrears or past due amounts due under the Leases, (ii) no rent or other charge under any Lease has been paid for any period more than thirty (30) days in advance; advance of its due date, and (iii) no tenant under any Lease has been given any concession, rebate, allowance or free rent for any period after the date of Closing, and (iv) all construction obligations of Sellers have been fully satisfied. The Leases are in full force and effect and constitute the valid and binding legal obligations of the respective tenants thereunder (the “Tenants”). No Seller has received any notice of any dispute, termination or default from any Tenant under any of the Leases, and no Seller has any knowledge of any dispute or any existing and uncured material default, or any claim of default (or any right to set-offs, offsets or abatements of or against rent or any other charges currently payable under each Lease is its Lease), by such Seller or by any Tenant under any of the amount of fixed rent set forth Leases, except as may be noted on the Rent Roll or in the Rent Rolllease files delivered or made available by Sellers to Buyers. True, correct and there is no claim or basis for complete copies of the Leases have been made available by Sellers to Buyers. (a) Schedule 3.9 sets forth a claim by true, correct and complete list of all Leases. Other than the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstandingLeases on Schedule 3.9, there are no defaults on leases, rental agreements, licenses or other occupancy agreements (or other agreements modifying the part foregoing) granted by Sellers with respect to any Real Property. (b) Schedule 3.9 sets forth a true, correct and complete list of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll (and are held consistent with Section 3.8 hereof; indicates whether cash or non-cash (viiii.e. letters of credit)) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, paid or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either deposited by a Tenant pursuant to its terms or Lease. All Tenant security deposits that are required to be deposited in escrow pursuant to any Lease have been so deposited and are being held by the applicable Seller or have been applied by such Seller in accordance with each Lease and all applicable Laws. (c) Schedule 3.9 sets forth a subordination true, correct and attornment agreement. None complete list of all unpaid tenant allowances, other tenant incentives, brokerage commissions and/or leasing fees owed or that could come due under any of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

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

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 2 (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant has made any written claim against the landlord under any Lease which remains outstanding, to Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and to Borrower’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.9 of the Senior Loan Agreement; (viiih) Borrower Owner is the sole owner of the entire lessor’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the Borrower Owner and the applicable tenant thereunder; (xj) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases; (k) intentionally omitted; (l) all work to be performed by Owner under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Owner to any tenant under any Lease has already been received by such tenant; (n) intentionally omitted; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (q) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and its employees occupy such leased premises; and (xir) each no tenant under any Lease is subordinate has any right or option for additional space in the Improvements. The copies of the Leases delivered to the Loan DocumentsLender are true, either pursuant to its terms or pursuant to a subordination complete and attornment agreementaccurate in all respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderSenior Lender in accordance with the Senior Loan Documents, and no other Person has any interest therein except the tenants thereunder.

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

Leases. To Borrower’s Knowledge, the The rent roll rolls attached hereto as Schedule 3 I-1A, Schedule I-2A, Schedule I-3A, Schedule I-4A, Schedule I-5A, ▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇hedule I-8A, and Schedule I-9A (the “Rent Roll”) is collectiv▇▇▇, ▇▇▇ "▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇", ▇▇e each true, complete and correct in all material respects and none of the Property Properties is not subject to any Leases other than the Leases described in the Rent Roll or Schedules, as applicable. Except as disclosed to Lender on the Rent Roll Schedules, the Leases identified on such schedules are in full force and effect and to Borrower's actual knowledge, there are no defaults thereunder by any party thereto. The copies of the title report Leases delivered to LenderLender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on the Rent Roll Schedules, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by each Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Except as set forth on the Rent Roll Schedules, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant. Each Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at each of the Properties that have not been applied (including accrued interest thereon), all of which are held by each Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each Tenant is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of any Borrower, except as may be otherwise disclosed to Lender in writing: To Borrower’s Knowledgeon the Rent Roll Schedules, (i) each Lease is in full force and effect; (ii) the tenants as appropriate. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced and are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the payment leasing of rent under space at any Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, and there are no offsets, claims including by reason of any extension of such Lease or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part expansion of the landlord under any Leasespace leased thereunder, and no event except as has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest previously been disclosed to Lender in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderwriting.

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except for Principal Lease (as Schedule 3 amended from time to time), as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, other than pursuant to the Principal Leases disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) the tenants under Borrower is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to the enforcement thereofLender; and (iii) all rents due each Lease constitutes the legal, valid and payable under the Leases have been paid binding obligation of Borrower; and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) to B▇▇▇▇▇▇▇’s knowledge, after due and diligent inquiry and investigation no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all security deposits work to be performed by Borrower under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Borrower to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by L▇▇▇▇▇ in connection with the sole owner Loan, each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasedemised premises; and (ix) each Lease is Borrower has delivered to Lender true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each except as specifically described in the Title Insurance Policy, no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right this Deed of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderTrust.

Leases. To Borrower’s Knowledge, The list of the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any current Leases other than the Leases described set forth in the Rent Roll is true and correct as of the Agreement Date. Except for the Leases and the telecommunications leases, there are no other leases, licenses or other agreements providing a party any right of occupancy of the Property which would become an obligation of Bedford after the Closing Date. With respect to the Leases: (i) To the best of Seller’s actual knowledge, each Lease has been duly and validly executed and delivered by the parties thereto and is in full force and effect. (ii) There has been no assignment or subletting of the Tenant’s interest under any Lease or release of any guarantor of the Tenant’s obligations except as specifically provided in the title report Rent Roll. (iii) The copy of each Lease delivered by Seller to Bedford is true and accurate and is unmodified except as set forth in any amendments delivered to LenderBedford. There are no understandings, oral or written, between the parties to the Lease which in any material manner vary the obligations or rights of either party. (iv) Seller has not received notice of default by Seller under any Lease and there is no default by a Tenant under a Lease, except as shown in the Rent Roll. (v) Except as set forth in each Lease, no Tenant has a right of refusal, option right or other right to purchase all or any portion of a Property. (vi) The amount of any security deposit held by or for the benefit of Seller under each Lease or any extension or expansion of any Lease is set forth on the Rent Roll or as otherwise disclosed to Lender and in writing: To Borrower’s Knowledge, the Lease with such Tenant. (ivii) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of No rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof any Lease has been paid for any period more than thirty (30) days in advance; . There is no free rent, operating expense abatements and other rent concessions applicable after the Closing Date as to any of the Leases. (ivviii) All leasing commissions for the rent payable under each Lease is Leases, including extensions or expansions of the amount Leases in effect as of fixed rent set forth in the Rent RollAgreement Date, have been paid and there is are no claim unpaid deferred leasing commission obligations outstanding including any relating to early lease termination options. (ix) Seller has no knowledge or basis for a claim by notice of: (a) any Tenant of the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Property under any Lease which remains outstanding, there are no defaults on intending to vacate premises leased by such Tenant prior to the part termination of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any its Lease; (viib) all security deposits under Leases are as set forth on any right of offset against rent claimed by any Tenant of the Rent Roll and are held consistent with Section 3.8 hereofProperty; (viiic) Borrower is the sole owner any assertion by any Tenant of the entire lessor’s interest in each LeaseProperty of rights to improvements; or (ixd) each Lease is the valid, binding and enforceable obligation filing of any petition under the Borrower and bankruptcy law or state insolvency laws or laws for the applicable tenant thereunder; reorganization of debtors by any Tenant or its creditors. (x) There are no Person has any possessory interest infree rent, operating expense abatements, incomplete tenant improvements, rebates, allowances or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property other unexpired concessions or any part thereof. Neither the Leases nor the Rents termination, extension, cancellation or expansion rights under any existing or pending Lease except as may have otherwise been assigned or pledged except disclosed to Lender, and no other Person has any interest therein except the tenants thereunderBedford in writing.

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

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

Leases. To Borrower’s Knowledge(a) Except for the Existing Leases, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the no Individual Property is not subject to any Leases Leases, and no Person has any possessory interest in such Individual Property or right to occupy the same except Subsidiary Guarantor. Neither Subsidiary Guarantor nor any other Borrower Party is a party to any Lease for premises used in connection with marketing all or any portion of any Individual Property for lease or sale. Other than the Leases described Management Agreement, there is no Leasing Agency Agreement currently in place at any Individual Property. (b) To the Rent Roll or in the title report delivered extent any portion of any Individual Property is subject to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgea Lease, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower Subsidiary Guarantor is the sole owner of the entire lessor’s interest in each such Lease; , (ii) such Lease 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, (iii) Subsidiary Guarantor has not received any written notice of termination from any Tenant under such Lease, (iv) Borrower or Subsidiary Guarantor has delivered to Administrative Agent a true and complete copy of such Lease, and there are no oral agreements with respect thereto, (v) no rent under such Lease (other than security deposits, if any) has been paid more than one (1) month in advance of its due date, all such rents due have been paid in full and no Tenant is in arrears in its payment of rent, (vi) to Borrower’s knowledge, there exist no offsets or defenses to the payment of any portion of rents under such Lease and Subsidiary Guarantor has no monetary obligation to any Tenant under such Lease, (vii) Subsidiary Guarantor has received no notice from any Tenant challenging the validity or enforceability of such Lease, (viii) all security deposits, if any, relating to such Lease reflected on the rent roll have been collected by Subsidiary Guarantor and are being held and applied in accordance with Legal Requirements and all provisions of such Lease relating thereto, and (ix) each Lease is the validto Borrower’s and Subsidiary Guarantor’s knowledge, binding and enforceable obligation no Tenant has sublet any portion of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right premises demised to occupy, the Property except such Tenant under the terms of the Lease; and (xi) each its Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part portion thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”A) Exhibit B is true, a true and complete and correct and the Property is not subject to any Leases other than list of all of the Leases described in the Rent Roll or in the title report delivered to Lenderother occupancy agreements. Except as set forth on in the Rent Roll Leases, there are no options to expand, rights of first refusal, options to terminate without cause of Seller, options to renew, options to purchase, or as otherwise disclosed any rent abatements given to Lender any of the Tenants after the Tenants are in writing: occupancy and paying rent. (B) To Borrower’s Knowledgethe best of Seller's knowledge, each of the Trapeze Lease and the License Agreement with Voice Stream PCS III, Corporation (ithe "Voice Stream License") each Lease is in full force and effect; effect according to the terms set forth therein, and has not been modified, amended, or altered, in writing or otherwise, except as set forth in Exhibit B. (iiC) Seller has not received written notice from the Tenant under the Trapeze Lease or the licensee under the Voice Stream License of any unperformed obligation of the landlord under such Leases, including, without limitation, failure of the landlord to construct any required tenant improvements. Neither of the tenants under the Leases have accepted possession of Trapeze Lease and are the Voice Stream License has asserted in occupancy of all of their respective demised premiseswriting to Seller any offsets, have commenced the payment of defenses or claims available against rent payable by it or other performance or obligations otherwise due from it under the LeasesTrapeze Lease or the Voice Stream License, and there are no offsetsrespectively. To the best of Seller's knowledge, claims or defenses with respect to the enforcement thereof; (iii) Trapeze Lease as of the date hereof, all rents due and payable under the Leases tenant improvement allowances have been paid and no portion thereof has all tenant improvements have been paid for any period more than thirty completed. (30D) days in advance; (iv) To the rent payable under each Lease is the amount best of fixed rent set forth in the Rent RollSeller's knowledge, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by neither the tenant under the Trapeze Lease nor the licensee under the Voice Stream License is in default under its Lease (beyond any applicable grace or cure period), and neither is in arrears in the payment of any sums or in the performance of any obligations required of it under such Trapeze Lease or Voice Stream License, as appropriate. (E) There are no brokers' commissions, finders' fees, or other charges payable or to become payable to any third party on behalf of Seller as a result of or in connection with the Trapeze Lease; (vii) all security deposits under Leases are , including, without limitation, any unexecuted options to expand or renew, other than as set forth on the Rent Roll Exhibit C attached hereto and are held consistent with Section 3.8 made a part hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeAn 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 attached hereto as Schedule 3 (the “Rent Roll”) , and no tenant is true, complete and correct and the Property is not subject entitled to any Leases other than the Leases described free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll Roll. There are no occupancies, rights, privileges or licenses in or to the title report delivered Mortgaged Property or portion thereof other than pursuant to Lenderthe Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth on in each Rent Roll, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected therein are in full force and effect; (ii) the tenants under the Leases have accepted possession of and are effect in occupancy of all of accordance with their respective demised premisesterms, have commenced 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 or the Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of rent under the Leases, and there are no offsets, claims or defenses . The Rent Rolls furnished to the enforcement thereof; (iii) Banks accurately and completely set forth all rents due payable by and payable under the Leases have been security, if any, deposited by tenants, no tenant having paid and no portion thereof has been paid for any period more than thirty (30) days one month's rent in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in . All tenant improvements or work to be done for tenants on the Rent Roll, and there is no claim furnished or basis paid for a claim by the tenant thereunder Borrower 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 an adjustment or provided for in a manner satisfactory to the rent; (v) no tenant has made any claim against Agent. No material leasing, brokerage or like commissions, fees or payments are due from the landlord under any Lease which remains outstanding, there are no defaults on Borrower or the part Guarantor in respect of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

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