Common use of Leases Clause in Contracts

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements theretoa) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except Except as disclosed in the documents referenced on Schedule 3.2(crent roll for the Property delivered to and approved by Lender in writing prior to the date hereof, (i) attached hereto or stated on Schedule 3.2(n) attached hereto, and Borrower is the sole owner of the entire lessor's interest in the Leases; (ii) contain the entire agreement between Leases are valid and enforceable and in full force and effect; (iii) all of the relevant landlord Leases are arms-length agreements with bona fide, independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (ix) the premises demised under the Leases have been completed and the applicable tenant named therein with respect tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) there exist no offsets or defenses to the applicable leasehold interest. Except as payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (xi) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (xiii) the Delinquency Report, to Sellers’ Knowledge as of Leases are valid and enforceable against Borrower and the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as tenants set forth on Schedule 3.2(c)(itherein; (xiv) attached hereto, all tenant improvements and other construction work no Lease contains an option to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionpurchase, right of first refusalrefusal 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 and pursuant to a Lease; (xvi) each Lease is subordinate to this Security Instrument, either pursuant to its terms or a recordable subordination agreement; (xvii) no Lease has the benefit of first offera non-disturbance agreement that would be considered unacceptable to prudent institutional lenders, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants xviii) all security deposits relating to the Lease Options referenced in Section 14.28 below, relating Leases reflected on the certified rent roll delivered to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease Lender have been collected by Borrower; and (iixix) to Sellers’ Knowledge, there exists no default by brokerage commissions or finders fees are due and payable regarding any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available Except as disclosed in the estoppel certificates delivered to the Buyer Administrative Agent prior to the leasesClosing Date, licenses and occupancy agreements in that certain Xxxxxxx, Xxxxxx & Company Delinquency/Aging Report (including all amendmentsSummarized) dated 7/20/2005 provided to the Administrative Agent prior to the Closing Date, modifications and supplements theretoor (as to items (2) through (10) below) the rent rolls for each Project attached hereto as Schedule 7.22, with respect to the Properties Leases (which term, for the purposes of this Section 7.22 is limited to tenant leases): (1) the rent rolls attached hereto as described on Schedule 3.2(c7.22 are true, correct and complete and the Leases referred to thereon are all valid and in full force and effect; (2) attached hereto. There the Leases (including Modifications thereto) are in writing, and there are no leasesoral agreements with respect thereto; (3) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, subleasescorrect and complete in all material respects and have not been Modified (or further Modified); (4) the lease summaries delivered to the Administrative Agent are true and correct in all material respects and, licenses as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any material term of any Lease which would materially impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as disclosed in such summary and the rent rolls attached hereto as Schedule 7.22; (5) to the Borrower’s knowledge, no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; (6) the Borrower has no knowledge of any presently effective notice of termination or notice of default given by any tenant with respect to any Major Lease or under any other Leases that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect; (7) the Borrower has not made any presently effective assignment or pledge of any of the Leases, the rents or any interests therein except to the Administrative Agent; (8) no tenant or other occupancy agreements party has an option or right of first refusal to which such Seller is a party for purchase all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(cany Project; (9) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto lease summaries delivered by the Borrower to the Administrative Agent, no tenant has the right to terminate its lease prior to expiration of the stated term of such Lease (except as a result of a casualty or stated on Schedule 3.2(n) attached hereto, condemnation); and (ii10) contain the entire agreement between the relevant landlord no tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and the applicable tenant named therein with respect estimated payments of operating expenses, taxes and other pass-throughs paid by tenants pursuant to their Leases not prepaid more than one month prior to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent such estimated payments are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”due), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has The LLC holds the lessor’s interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the “Leases”). A true and complete copy of all Leases have been made available to the Buyer Acquirer, together with copies of all of the leasesfollowing: (i) Lease files with histories, licenses (ii) a rent roll certified as true, correct and occupancy agreements (including complete by the Managing Member to Acquirer along with schedules reflecting any prepaid rents, rent concessions, security deposits, and nonrefundable fees and reports detailing any existing delinquencies in the payment of rentals, or defaults of any of the other terms or conditions under any of the Leases. To the Managing Member’s knowledge, all amendmentsof such Leases are in full force and effect, modifications except as indicated otherwise in Section 2.3(g) of the Disclosure Schedule, the LLC, as lessor under such Leases, has not received any notice and supplements theretohas no knowledge that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Managing Member’s knowledge, except as set forth in Section 2.3(g) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Property; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to “free” rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.3(g) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Managing Member has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists has no default by knowledge that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.3(g) of the Disclosure Schedule; no assignment of the LLC’s rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.3(g) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by LLC, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Managing Member’s knowledge, all material obligations of the lessors under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on in Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto). Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on in Schedule 3.2(n) attached hereto3.2(v), and (ii) contain the entire agreement between the relevant landlord and the applicable tenant tenants named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ Knowledge as of the date of this Agreement, Fixed Rent fixed rent and Additional Rent additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto), all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 14.29 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoProperty. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ KnowledgeSeller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of from December 11, 2014 through the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto).

Leases. Such Seller holds a valid and enforceable leasehold interest in the leased Real Property. Other than the Leased Real Property, Seller does not have any right, title or interest in or to any real property, whether owned or leased. Other than the Leased Personal Property, Seller does not have any leasehold interest in or to any personal property. Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer previously delivered true and complete copies of all Leases to Purchaser. The Leases are in full force and effect, are binding and enforceable against each of the Leases, as applicableparties thereto in accordance with their respective terms. Except as set forth on the attached Schedule 3.2(c)(i) attached hereto5.5, Seller has complied in all tenant improvements material respects with the provisions of each Lease, Seller is not in default under any such Lease, and other construction work no party to be performed by any such Seller under such Leases have been completed. There are no tenant inducement costs with Lease has failed to comply in any material respect to with, or is in default under, the Leases provisions of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the LeasesLease. No party to any Lease has advised the other party that it has repudiated any purchase optionof the Lease’s provisions; Seller has not assigned, right transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease; and all facilities leased or subleased under any Real Property Lease are supplied with utilities and other services necessary for the operation of first refusal, right of first offer, right of reverter such facilities. No property insurer or similar right body has made any recommendations to Seller regarding facilities leased or subleased under such Leases (collectivelyany Real Property Lease which has not been complied with. Seller has received no notice that the Business is in violation, “Lease Options”)which violation has not been cured, except those Tenants relating to the Lease Options referenced in Section 14.28 belowof local building codes, relating to the purchase of all ordinances or a portion of such Seller’s Property zoning laws, and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such which currently remains uncured that indicates that Seller has not received failed to obtain any Lease Termination Payments as license, permit, approval, certificate or other authorizations required by applicable statutes, laws, ordinances or regulations for the use and occupancy of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoLeased Real Property.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such (i) Seller has made available to the Buyer the leasestrue, licenses and occupancy agreements (including all amendmentscorrect, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of all of the LeasesLeases and the Guaranties, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretotogether with any and all modifications, amendments and supplements to any or all of the Leases and the Guaranties, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs in accordance with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof Lease List, (ii) except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to disclosed on the Lease Options referenced List or specifically made known to Buyer, in Section 14.28 belowwriting, relating Seller is not a party to the purchase any agreement, of all any nature, granting to any third party any possessory interest, of any nature, in or a to any portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto any or in the Delinquency Report, as all of the date of this AgreementBuildings, (iiii) such Seller has not received any no written notice from any tenant under a Lease Tenants claiming landlord that Seller is currently in default in its obligations as landlord under such Lease any of the Leases which has not been cured except as may be disclosed in a Tenant Estoppel Certificate; (iv) no Tenant is in default in any material monetary obligation under its Lease, except as expressly disclosed to Buyer in the A/R Report, as defined below, or in any of the Seller’s Deliveries; and (iiv) Seller has delivered to Sellers’ KnowledgeBuyer that certain accounts receivable report, there exists no default prepared by Seller and dated as of August 15, 2005, which report summarizes all outstanding accounts receivable owed to Seller by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments and all Tenants as of the date hereofthereof (the “A/R Report”). The A/R Report is accurate, except as set forth on Schedule 3.2(c)(iiitrue and complete in all material respects. Prior to Closing, Seller shall deliver to Buyer an updated A/R Report prepared no earlier than five (5) attached heretodays prior to Closing. Seller hereby covenants and agrees with Buyer that, from and after the Effective Date, Seller shall deliver to Buyer (promptly after Seller’s transmission to the Tenant in question) any and all default notices that Seller sends to any and all of the Tenants with respect to alleged monetary and nonmonetary defaults under their Leases.

Leases. Such Seller has The Company holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesOwners' knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Company, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Owners' knowledge, except as set forth in Section 2.2(j) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Company; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(j) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Company has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(j) of the Disclosure Schedule; no assignment of the Company's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by the Company, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Owners' knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller (A) No rent has made available been paid by any tenant or occupant of the Property more than thirty (30) days in advance (except as adjusted in the Closing Statement), (B) to the Buyer Stockholder's knowledge, neither any tenant nor the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Company is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in default in the documents referenced on Schedule 3.2(c) attached hereto performance of any material covenant, agreement or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth condition contained in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i(C) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to neither the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in Stockholder nor the Leases. No party Company has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is regarding pending or threatened material offsets against rent or for any material monetary or material claim against the Company and no future rent concessions have been created which are not disclosed in default in its obligations as landlord under such Lease and the Leases, the Rent Roll, Tenant Estoppels or the Exhibits hereto, (iiD) to Sellers’ Knowledgethe Stockholder's knowledge, there exists no default any and all construction and improvements that were required to be performed by the Company under any Lease have been fully completed and accepted by each tenant, except under the Leases and the Contracts designated with an asterisk in Exhibit R-C, and all leasing commissions payable on account of any of the Leases have been fully paid, except those which may become due in connection with the extension or renewal of any Lease or in connection with the exercise by any tenant under of any such Lease. Such Seller has not received expansion or extension option contained in any Lease Termination Payments as of the date hereofLeases, except as set forth on Schedule 3.2(c)(iii(E) to the Stockholder's knowledge, the Leases are in full force and effect and (F) attached heretohereto as Exhibit R-H is a true and complete list of all security deposits posted under the Leases together with interest, if any, accrued thereon to the Closing Date. The representations and warranties made in this Subsection 3.05(a)(iv) shall be deemed withdrawn as to each Lease for which Sub receives a Tenant Estoppel on or before the Closing.

Leases. Such Seller 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. The Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder. No Person has made available any possessory interest in the Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses Leases (and occupancy agreements any existing subleases thereunder). As of the date hereof (including all amendments, modifications i) Borrower is the owner and supplements theretoholder of the landlord's interest under each Lease; (ii) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all prior assignments of the landlord's interest in any Lease or any portion of such Seller’s PropertyRents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), other than dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases set forth on Schedule 3.2(c) attached hereto. Such have been delivered by Borrower to Lender and the Leases (i) have not been further modified or amended, supplemented or otherwise modified except as disclosed to Lender in the documents referenced writing on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect prior to the applicable leasehold interest. Except as set forth date hereof; (iv) each Lease is in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent full force and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(ieffect; (v) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases Loan (collectively, “Lease Options”the "TENANT ESTOPPELS"), except those Tenants relating neither Borrower nor, to the Lease Options referenced in Section 14.28 belowBorrower's knowledge, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received Lease is in default under any Lease Termination Payments as of the date hereofmaterial terms, covenants or provisions of the Lease, and, except as set forth on Schedule 3.2(c)(iii) attached hereto.disclosed to Lender in writing, Borrower knows of no event which, but

Leases. Such Seller (a) Borrower is the holder of the landlord's interest under ------ all Leases; (b) Borrower has made available to not, except in connection with the Buyer the leasesInitial Mortgage, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or executed any portion prior assignment of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedor of its right, supplemented title and interest therein or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretorents to accrue thereunder, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to that affects the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof; (c) Borrower has not accepted rent under any of the Leases for any period subsequent to the current period for which rent has already become due and payable (other than the first month's rent and security deposits); (d) except as may have been otherwise disclosed to Lender in writing, there is no default in the payment of rent and, to Borrower's knowledge, no material non-monetary default under any Lease which has existed for a period of more than one (1) month; (e) Borrower has not executed or granted any modification or amendment whatsoever of any Lease, either orally or in writing, except for modifications or amendments heretofore furnished to Lender or as set forth on Schedule 3.2(c)(iiidescribed in any Estoppel Certificate executed with respect to a Lease and delivered to Lender; (f) each Lease identified in Exhibit G hereto is in full --------- force and effect according to the terms and: conditions thereof as contained in the copies thereof heretofore furnished to Lender; and (g) the schedule of Leases attached heretoas Exhibit G is a true, correct and complete schedule of all --------- Leases.

Leases. Such Seller has made available Borrower represents and warrants to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs Lender with respect to the Leases of such Seller’s Transferred Assets or that: (a) the rent roll attached hereto as SCHEDULE I is true, complete and correct in all material respects and the Property is not subject to any renewal thereof Leases other than the Leases described in SCHEDULE I, (b) except as may be set forth otherwise disclosed in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter estoppel certificates delivered to Lender in connection with the Loan or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iiSCHEDULE VII, the Leases identified on SCHEDULE I are in full force and effect and, to the best of Borrower's knowledge, there are no material defaults thereunder by either party, (c) attached hereto or in the Delinquency Reportcopies of those Leases which were delivered to Lender are true and complete and, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofall Major Leases, except as set forth on Schedule 3.2(c)(iiimay otherwise be disclosed in said estoppel certificates, there are no material oral agreements with respect thereto and, as to all other Leases, to the best of Borrower's knowledge and except as may otherwise be disclosed in said estoppel certificates, there are no material oral agreements with respect thereto, (d) attached heretono Rent (including security deposits) has been paid more than one (1) month in advance of its due date, except by Leading Market Technology, which has paid Rent through December 31, 2000, (e) all work to be performed to date by Borrower under each Lease has been performed as required and, if completed, except as may otherwise be disclosed in said estoppel certificates, to the best of Borrower's knowledge, has been accepted by the applicable Tenant, and (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been given to such Tenant, except as to those which are to be provided to a Tenant after the date hereof pursuant to such Tenant's Lease.

Leases. Such Seller To Borrower’s and Operating Lessee’s knowledge, the Properties are not subject to any Material Leases other than the Material Leases described in the rent roll attached hereto as Schedule 4.1.26 and made a part hereof, which rent roll, to Borrower’s and Operating Lessee’s knowledge, is true, complete and accurate in all material respects as of the Closing Date. With respect to each Individual Property, Operating Lessee is the owner and lessor of landlord’s interest in the applicable Leases. To Borrower’s and Operating Lessee’s knowledge, (i) with the exception of hotel guests and patrons and certain telecommunication and antenna licenses, no Person has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases, licenses (ii) the current Material Leases are in full force and occupancy agreements effect and neither Borrower nor Operating Lessee has received or delivered written notice that either party is in default under a Material Lease except for (including all amendmentsA) defaults which have been cured and (B) defaults that do not, modifications and supplements theretoin the aggregate for any Individual Property, have a materially adverse effect. No Rent has been paid more than one (1) month in advance of its due date (except with respect to provision of rooms and banquet and meeting space and services in the Properties as described ordinary course of business). To Borrower’s and Operating Lessee’s knowledge, no Tenant listed on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26 has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, other than the Leases set forth on Schedule 3.2(c) attached heretonor does anyone except such Tenant and its employees occupy such leased premises. Such Leases (i) have not been amended, supplemented No Tenant under any Lease has a right or option pursuant to such Lease or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto to purchase all or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as any part of the date leased premises or the building of this Agreement, Fixed Rent which the leased premises are a part and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller Lease has not received any Lease Termination Payments as of right or option for additional space in the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoImprovements.

Leases. Such Seller The Property is not subject to any existing verbal or written leases. SELLER Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx PURCHASER AGREEMENT 00 Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxx Parcel No. 490-56578-0-0000 The undersigned, as “Purchaser”, intending to be legally bound hereby, acknowledges that Purchaser has made examined the Conditions of Sale attached hereto available for inspection prior to sale of the Buyer Property, and agrees to be bound by the leasesfull terms thereof, licenses further acknowledging that only a summary of the Conditions of Sale was read prior to commencement of bidding for the Property. The Purchaser agrees to purchase the Property described in the foregoing Conditions of Sale under the terms and occupancy agreements conditions as therein set forth, for the sum of Dollars (including all amendments$ ). In the event that Purchaser fails to make settlement as required in the foregoing Conditions of Sale, modifications Purchaser hereby irrevocably authorizes any attorney of any court to appear for Purchaser, or any of them, and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leasesconfess judgment against Xxxxxxxxx, subleasesjointly or severally, licenses or other occupancy agreements to which such Seller is a party for all sums due hereunder, including any loss resulting from resale of the Property by Seller, whether by private or any portion public sale, with or without notice to Purchaser, upon filing of such Seller’s Propertyan Affidavit of Default under the terms hereof, other than together with interest at the Leases set forth on Schedule 3.2(crate of Ten (10%) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoPercent per annum, and together with a collection fee equal to Ten (ii10%) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as Percent of the date amount then due, but in no event less than Two Hundred Fifty and 00/100 ($250.00) Dollars, all costs of this Agreementsuit, Fixed Rent release of heirs, and Additional Rent are currently being collected under such Leases waiver of appeals, and without offsetstay of execution. This warranty shall include a waiver of all appraisement, counterclaim stay, and exemption laws of any state, now in force or deductionhereafter enacted. Such Seller has made available to This Power of Attorney shall not be affected by the Buyer true and complete copies disability of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets principal or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoprincipals.

Leases. Such Seller has made available to (i) The tenants listed in the Buyer Rent Roll attached hereto as EXHIBIT E are the leases, licenses and occupancy agreements only tenants occupying the Project; (including all amendments, modifications and supplements theretoii) with respect to the Properties other than as described on Schedule 3.2(c) attached hereto. There EXHIBIT E, there are no other oral or written leases, subleases, licenses tenancies or other occupancy agreements arrangements under which any other party has a right to which such Seller is a party for occupy all or any portion part of such Seller’s Propertythe Project, other than except to the extent of any New Leases executed and entered into prior to Closing pursuant to SECTION 8.2.1; (iii) copies of all Leases, and all amendments thereto and guaranties thereof, if any, have been furnished by Seller to Purchaser and the copies so provided are accurate and complete except to the extent of any New Leases executed and entered into prior to Closing pursuant to SECTION 8.2.1; (iv) the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented modified or otherwise modified terminated (except for any amendments delivered to Purchaser pursuant to item (iii) above or any New Leases executed and entered into prior to Closing pursuant to SECTION 8.2.1); and (v) the Rent Roll attached hereto as EXHIBIT E is an accurate and complete copy of the Rent Roll prepared by Seller in the ordinary course of its ownership of the Project current as of the date specified thereon. To Seller's knowledge, (a) the Leases are presently valid and in full force and effect and there are no material defaults thereunder except as disclosed in the documents referenced on Schedule 3.2(cScheduled Documents, (b) attached hereto except as set forth in SCHEDULE 8.1.14 or stated on Schedule 3.2(nthe Title Evidence, no tenant has any right or option to acquire the Project, or any part thereof; (c) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except except as set forth in the Delinquency ReportScheduled Documents, no tenant has any right to Sellers’ Knowledge terminate its Lease prior to the expiration date thereof set forth in such Lease; (d) any tenant improvements that Seller, as landlord, is obligated to complete pursuant to any Lease prior to the date hereof has been completed as of this date and accepted by the date of this Agreement, Fixed Rent applicable tenant (except the foregoing shall not be applicable to any New Leases executed and Additional Rent are currently being collected entered into pursuant to SECTION 8.2.1); (e) no tenant under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller Leases has prepaid any rent under such Leases have been completed. There are no tenant inducement costs with respect to any of the Leases of such Seller’s Transferred Assets or any renewal thereof for more than one (1) month; (f) except as may be set forth in the Leases. No party Scheduled Documents, no tenant has notified Seller, in writing, of any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such default by Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreementlandlord, (i) pursuant to such Seller has not received any written notice from any tenant under a tenant's Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments that remains uncured as of the date hereof, ; and (g) except as set forth on Schedule 3.2(c)(iii) attached heretoin the Scheduled Documents, no tenant has notified Seller, in writing, of any fact or condition that shall constitute a default by Seller, as landlord, pursuant to such tenant's Lease provided that such fact or condition is not cured or remedied prior to the expiration of the cure period stipulated in such tenant's Lease.

Leases. Such Seller has made available The Manufacturer authorizes Affiliated to operate a lease program as provided in this Agreement, pursuant to which Affiliated will offer to prospective customers of Manufacturer, lease agreements ("Leases") containing the Manufacturer's name and logo. It is agreed that, although Manufacturer's name and logo will appear on the Leases, Affiliated will be identified as the Lessor on all documents executed pursuant to this Agreement and that Manufacturer shall have no ownership rights in or to the Buyer Leases, related documents or Goods. At the leasestime Affiliated enters into a lease with the customer, licenses Manufacturer and occupancy agreements (including all amendmentsAffiliated will execute appropriate sale documentation, modifications and supplements thereto) with respect wherein Manufacturer will transfer clear title to the Properties as described Goods and provide its limited warranty to Affiliated. In exchange, Affiliated will pay Manufacturer in full for the Goods transferred. Manufacturer further agrees that all payments from Lessees made under the Leases shall be the property of Affiliated. Manufacturer further agrees that Affiliated shall have the first right of refusal on Schedule 3.2(c) attached hereto. There are no leasesall lease proposals wherein a prospective Lessee requests a lease arrangement while this Agreement is in effect, subleasesprovided, licenses or other occupancy agreements to which such Seller is however, Affiliated agrees that if the prospective Lessee has a party for all or any portion preference of such Seller’s Property, leasing the Goods from a company other than Affiliated, then in that case, the Leases set forth on Schedule 3.2(c) attached heretoproposed Lessee will be allowed to use his/her preferred leasing company. Such Leases (i) have not been amendedAffiliated shall be responsible for executing the Leases, supplemented or otherwise modified except as disclosed in billing and collecting payments from Lessees and taking any action including legal action necessary to enforce the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as terms of the date Leases. For purposes of this Agreement, Fixed Rent "Goods" means the personal property purchased by Affiliated hereunder, together with any accessories, attachments, parts and Additional Rent are currently being collected under repairs now or hereafter incorporated in or affixed to or used in connection with such Leases without offset, counterclaim or deductionGoods. Such Seller has made available to and includes Goods substituted for the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretooriginal Goods leased.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or affecting any portion of such Seller’s Property, other than its Property on the date hereof except for the Space Leases listed in the rent roll annexed hereto as Exhibit 11.3 and made a part hereof. The Space Leases described in Exhibit 11.3 comprise all the Space Leases presently existing and each is in full force and effect; no Space Lease has been modified or supplemented in any material respect except (if at all) as set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified Exhibit 11.3; except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth on Exhibit 11.3, no Rent has been paid more than one month in advance by any tenant, and no tenant is entitled to any "free rent" period, defense, credit, allowance or offset against Rent; the Delinquency Reportinformation set forth in Exhibit 11.3 is true, to Sellers’ Knowledge as correct and complete in all material respects. To Seller Parties' knowledge, there is no material default of either landlord or tenant under any of the date of this AgreementSpace Leases, Fixed Rent and Additional Rent except as set forth on Exhibit 11.3. There are currently being collected under such Leases without offset, counterclaim no persons or deduction. Such Seller has made available entities entitled to the Buyer true and complete copies possession of the Leases, as applicableProperty other than those listed on Exhibit 11.3. Except as set forth on Schedule 3.2(c)(iExhibit 11.3, no work or installations is required of Seller Parties except as specified (if at all) attached heretoin the Space Leases, and in any case Seller Parties have fully completed all tenant improvements and other construction work specified in any Space Lease to be performed by such the responsibility of the landlord and has paid all tenant construction allowances. Seller under such Leases Parties have been completed. There are no tenant inducement costs obligations with respect to the Leases of such Seller’s Transferred Assets contributing for or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter paying dues or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating charges to the Lease Options referenced in Section 14.28 below, relating to the purchase of all a shopping center merchant's association or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretomarketing fund.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Tenant Default and Delinquency Report, to Sellers’ Knowledge as of the date of this AgreementEffective Date, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such To Sellers’ Knowledge, such Seller has made available to the Buyer true true, correct and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. To Sellers’ Knowledge, there are no operating or common area expense audits or disputes by any Tenants. No party Person has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease ROFO/ROFR Options”)) under such Leases, except those Tenants relating to having any such ROFO/ROFR Options under the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property ROFO Documents and listed ROFR Documents set forth on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Tenant Default and Delinquency Report, as of the date of this AgreementEffective Date, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its any material obligations as landlord under such Lease and Lease, (ii) to Sellers’ Knowledge, except as set forth in the Tenant Default and Delinquency Report, as of the Effective Date there are exists no default by any tenant under any such Lease. Such , and (iii) except as set forth in the Tenant Default and Delinquency Report, as of the Effective Date, such Seller has not (A) entered into any forbearance or similar agreement with any tenant under any Lease or (B) received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such To Seller’s knowledge, the information in the Rent Roll is true, correct, and complete. Seller has made available or will pursuant to Section 4 and Section 7.3 deliver to Buyer true, accurate and complete copies of all of the Buyer the leases, licenses Leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such Seller’s the Real Property, other than and no persons, tenants or entities occupy space in the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedReal Property, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completedRoll. There are no tenant inducement costs options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll or the Leases. Except as may be disclosed in the Due Diligence Items and/or the Leases, no brokerage commission or similar fee is due or unpaid by Seller with respect to the Leases of such any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s Transferred Assets assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. The Leases and any guaranties thereof are in full force and effect, and, to Seller’s knowledge, 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 default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and, except as may be set forth provided in the Leases, Seller has no obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No party has any purchase option, right of first refusal, right of first offer, right of reverter rent or similar right under such Leases other payments have been collected in advance for more than one (collectively, “Lease Options”)1) month and no rents or other deposits are held by Seller, except those the security deposits described on the Rent Roll and rent for the current month. Except for that certain lease with Xxxxx X. Xxxxxx, P.C. dated March 1, 2007, and the Sleep Center Lease which may be entered into during the term of this Agreement pursuant to Section 7.3.3, each rental concession, rental abatement or other benefit granted to Tenants relating under the Leases will have been fully utilized prior to the Lease Options referenced in Section 14.28 below, relating to the purchase Close of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoEscrow.

Leases. Such Seller The Properties are not subject to any Leases other than the Leases described in Schedule 4.1.26 attached hereto and made a part hereof. Xxxxxx Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties Leases. Except as described disclosed on Schedule 3.2(c) attached hereto. There 4.1.26, to Borrower’s knowledge, the current Leases are in full force and effect and to Borrower’s knowledge there are no leasesmaterial defaults thereunder by either party and to Borrower’s knowledge there are no conditions that, subleaseswith the passage of time or the giving of notice, licenses or both, would constitute material defaults thereunder. Except for security deposits, no Rent has been paid more than one (1) month in advance of its due date. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, all work to be performed by Xxxxxx Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other occupancy agreements payments, credits, allowances or abatements required to be given by Xxxxxx Mortgage Borrower to any tenant has already been received by such tenant. Except in connection with the Xxxxxx Loans, there is no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which such Seller is a party for still in effect. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, no tenant listed on Schedule 4.1.26 has assigned its Lease or sublet all or any portion of the premises demised Table of Contents thereby, no such Seller’s Propertytenant holds its leased premises under assignment or sublease, other than the Leases set forth on Schedule 3.2(c) attached heretonor does anyone except such tenant and its employees occupy such leased premises. Such Leases (i) have not been amended, supplemented No tenant under any Lease has a right or option pursuant to such Lease or otherwise modified except as disclosed in to purchase all or any part of the documents referenced on Schedule 3.2(c) attached hereto leased premises or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between building of which the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestleased premises are a part. Except as set forth disclosed on Schedule 4.1.26, no tenant, to Borrower’s knowledge, under any Lease has any right or option for additional space in the Delinquency ReportImprovements. To Borrower’s knowledge, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim no hazardous wastes or deduction. Such Seller has made available to the Buyer true and complete copies of the Leasestoxic substances, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretodefined by applicable federal, all tenant improvements state or local statutes, rules and other construction work to be performed by such Seller under such Leases regulations, have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets disposed, stored or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default treated by any tenant under any such Lease. Such Seller has not received Lease on or about the leased premises nor does Borrower have any Lease Termination Payments as knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the date hereofuse, except as set forth on Schedule 3.2(c)(iii) attached heretogeneration, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste in violation of applicable law.

Leases. Such Seller has made available to the Buyer the Schedule 3.3(c)(i) attached hereto sets forth a true, correct and complete list of all leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, the Properties other than the Short Term Leases set forth on Schedule 3.2(c) attached hereto(collectively, the “Leases”), which includes the name of each Tenant. Such Leases (i) constitute all of the leases relating to the Properties (other than the Short Term Leases) under which one of the Owner Entities is the holder of the landlord’s interest, (ii) have not been amended, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto3.3(c)(i), and (iiiii) contain the entire agreement between the relevant landlord applicable Owner Entity and the applicable tenant tenants named therein with respect to the applicable leasehold interesttherein. Except as set forth in the Delinquency Report, to Sellers’ Knowledge (A) fixed rent, additional rent, percentage rent, overage rent and all other rental obligations, as of the date of this Agreementapplicable, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction, and (B) no rent payable thereunder has been paid more than 30 days in advance. Such Seller has made available to the Buyer true True and complete copies of the Leases, as applicableLeases have been delivered (or made available) to Buyer. Except as set forth on Schedule 3.2(c)(i) attached hereto3.3(c)(ii), all tenant improvements and other construction work to be performed by such the Companies or Seller under such Leases have has been completed. There Except as set forth on Schedule 3.3(c)(ii), there are no tenant inducement costs with respect to the such Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leaseswhich have not been paid. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right or option under such Leases in connection with all or any portion of any Property (collectively, “Lease Options”), except those Tenants as set forth on Schedule 3.3(c)(iii) and other than as it relates to any right of first refusal, option or right of first offer relating to the Lease Options referenced in Section 14.28 below, relating leasing other portions of a Property pursuant to the purchase of all or a portion terms of such Sellertenant’s Property and listed on Schedule B attached heretoLease. Except as it relates to such tenants identified in the Delinquency Report, neither Seller nor any Owner Entity has given or received any written notice of any breach or default under any Lease which has not been cured. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge3.3(c)(iv), there exists no default or event which, with the giving of notice or passage of time, or both, would constitute a default by any tenant the applicable Owner Entity, as landlord under any such the relevant Lease, or to the Seller’s Knowledge with respect to the applicable Tenant. Such Seller has not received any Lease Termination Payments Attached hereto as Schedule 3.3(c)(v) is a true, correct and complete rent roll with respect to the Leases at the Properties. Except as set forth on Schedule 3.3(c)(vi), there are no pending rent audits as of the date hereof, except . Schedule 3.3(c)(vii) sets forth all outstanding Leasing Costs as set forth on Schedule 3.2(c)(iii) attached heretoof the date hereof payable by Seller or the Owner Entities related to any of the Leases.

Leases. Such Seller has made available No unrecorded written leases or oral leases affect the Property, excluding, however, (a) rights of residents of the facility on the land pursuant to unrecorded residency agreements, if any, and (b) that certain dated , by and between, inter alia, Seller, as landlord, and , as tenant (as amended to date, the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) “Facility Lease”). The Facility Lease is being terminated with respect to the Properties as described on Schedule 3.2(c) attached heretoProperty concurrently with the sale of the Property to Purchaser. There are no leasesAs an inducement to the Title Company to insure over any defects, subleasesliens, licenses encumbrances, adverse claims or other occupancy agreements matters created, first appearing in the public records or attaching during the period between , 201 and date on which the deed conveying the Property from Seller to Purchaser is recorded in the official records of , (the “Recording Date”), and of which such Seller is a party for all the undersigned (or any portion party claiming under the undersigned) had knowledge (“New Title Matters”), the undersigned hereby agrees to: (1) promptly remove, bond over or otherwise dispose of any such New Title Matters, and (2) hold harmless and indemnify the Title Company for any loss, cost, expense, claim or damage, including without limitation reasonable attorneys’ fees, arising from the undersigned’s failure to so remove, bond over or otherwise dispose of any such New Title Matters. The undersigned’s obligations under the preceding sentence shall expire thirty (30) days after the Recording Date unless the Title Company, on or before the expiration of such Seller’s Propertythirty (30) day period, other than notifies the Leases set forth on Schedule 3.2(c) attached heretoundersigned in writing of any New Title Matters. Such Leases Additionally, the undersigned shall not incur any liabilities or obligations hereunder with respect to any New Title Matters arising after the earlier of (i) have not been amended, supplemented or otherwise modified except as disclosed in fifteen (15) days from the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, date hereof and (ii) contain the entire agreement between Recording Date. The undersigned authorized signatory executing this declaration on behalf of Seller is not executing this declaration individually, but solely in his or her capacity as an authorized signatory of Seller. Exhibit C EXECUTED this day of , 201 . [ ], a [ ] By: Name: Title: Exhibit C ATTACHMENT 3 Form of Deed SPECIAL WARRANTY DEED FOR VALUE RECEIVED, the relevant landlord receipt and sufficiency of which are hereby acknowledged, , a (“Grantor”), hereby grants to , a (“Grantee”), all of that certain real property more particularly described in Schedule 1 attached hereto and incorporated herein by this reference (the applicable tenant named therein “Property”), subject to (a) all non-delinquent real property taxes, (b) all non-delinquent special assessments, if any, and (c) all other liens, leases, easements, encumbrances, covenants, conditions, restrictions and other matters of record. Grantor does hereby covenant and agree to and with respect Grantee that GRANTOR WILL WARRANT AND DEFEND the Property against all persons lawfully claiming, or to claim the same, by, through or under Grantor and none other, subject to the applicable leasehold interestabove matters. Except as set forth in aforesaid, Grantor makes no other warranties of title relative to the Delinquency ReportProperty. Dated: , 20 [ ], a [ ] By: Name: Title: STATE OF ILLINOIS ) ) ss. COUNTY OF XXXX ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 20 , before me personally appeared , to Sellers’ Knowledge as me known to be the of [ ], the [ ] that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the date and year first above written. Notary Public in and for the State of Residing at My commission expires: Type or Print Notary Name Exhibit C ATTACHMENT 4 Form of Operational Transfer Agreement for an Operating Facility FORM OF OPERATIONS TRANSFER AGREEMENT By and Between KINDRED , , [New Operator] KINDRED HEALTHCARE OPERATING, INC. (joining in this Agreement solely for purposes of Section 18.9 herein) and , [New Operator’s Guarantor] (joining in this Agreement solely for purposes of Section 18.10 herein) Dated , 201 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.1. Definitions 3 ARTICLE II SALE AND PURCHASE OF ASSETS 6 2.1. Agreement to Sell and Purchase 6 ARTICLE III PURCHASE PRICE; PRORATIONS 7 3.1. Purchase Price; Prorations 7 3.2. Taxes; Fees 7 3.3. Prorations 7 ARTICLE IV ASSETS AND EXCLUDED ASSETS 8 4.1. Assets 8 4.2. Excluded Assets 10 ARTICLE V ASSUMED OBLIGATIONS 11 5.1. Assumed Kindred Contracts 11 ARTICLE VI CLOSING 12 6.1. Closing 12 ARTICLE VII MEDICARE PROVIDER AGREEMENT 12 7.1. Kindred’s Medicare Provider Agreement 12 7.2 Kindred’s Medicaid Provider Agreement 13 ARTICLE VIII CHANGE OF OWNERSHIP OF THE FACILITY 13 8.1. Licensure Approvals 13 8.2. Cost Reports 13 ARTICLE IX TRANSFER OF RESIDENT TRUST FUNDS 15 9.1. Resident Trust Funds 15 ARTICLE X EMPLOYEES 16 10.1. Hired Employees 16 10.2. Employees and Benefits 17 ARTICLE XI ACCOUNTS RECEIVABLE 17 11.1. Accounts Receivable 17 11.2. Receipts by New Operator 17 11.3. Receipts by Kindred 18 11.4. Other Receipts 18 11.5. Accounting for Accounts Receivable 19 ARTICLE XII REPRESENTATIONS AND WARRANTIES 20 12.1. Kindred’s Representations 20 12.2. New Operator’s Representations 22 ARTICLE XIII INTERIM OPERATIONS AND UNDERTAKINGS 24 13.1. Conduct of Business Pending Closing 24 13.2. Prohibited Actions of Kindred Pending Closing 24 13.3. Access 25 13.4. Information Systems, Records, Etc. 25 13.5 Other Undertakings 26 13.6 Notice by Kindred of Certain Events 26 ARTICLE XIV CONDITIONS PRECEDENT 26 14.1. Conditions Precedent to New Operator’s Obligations 26 14.2. Conditions Precedent to Kindred’s Obligations 27 14.3. Waiver of Conditions Precedent 27 ARTICLE XV DELIVERIES AT CLOSING 27 15.1. Kindred’s Deliveries 27 15.2. New Operator’s Deliveries 28 ARTICLE XVI TERMINATION 28 16.1. Termination of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionAgreement 28 ARTICLE XVII FURTHER ASSURANCES; COVENANTS 28 17.1. Such Seller has made available Further Assurances 28 17.2. Covenants 29 17.3 Kindred Non-Solicitation 29 17.4 New Operator Non-Solicitation 29 17.5 Access to the Buyer true Records 29 17.6 Final Reports and complete copies Actions; Insurance 30 ARTICLE XVIII INDEMNIFICATION 30 18.1. Indemnification by Kindred 30 18.2. Indemnification by New Operator 31 18.3. Period of the Leases, as applicableIndemnity 31 18.4. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect Notice to the Leases Indemnifying Party 32 18.5. Non-Third Party Claims 32 18.6. Third Party Claims 32 18.7. Reimbursement 33 18.8. Exclusive Remedy 33 18.9 Kindred Guaranty 33 18.10 New Operator Guaranty 33 ARTICLE XIX MISCELLANEOUS 34 19.1. Effectiveness 34 19.2 Complete Understanding 34 19.3 Waiver 34 19.4 Applicable Law 34 19.5 Notices 34 19.6 Waiver of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the LeasesJury Trial 35 19.7. Construction 35 19.8. Exhibits 35 19.9. Severability 35 19.10. Third Party Beneficiaries 35 19.11. Counterparts 35 19.12. Electronic Signatures 35 19.13. [Intentionally Omitted] 35 19.14. Headings 35 19.15. Assignment; No party has any purchase option, right Beneficiaries 35 19.16. Publicity 36 19.17. Confidentiality 36 19.18. Notice of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property Investigations and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.Default 36

Leases. Such Seller has made available to Grantor represents and warrants that Grantor shall duly and punctually perform all of the Buyer the leasesterms, licenses conditions and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than covenants contained in the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have to be kept, observed and performed by Grantor; that Grantor shall not been amendedsell, supplemented assign, transfer, mortgage or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as pledge any of the date of this Agreement, Fixed Rent Rents and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofProfits, except as set forth in this Deed of Trust; and that no Rents or Profits becoming due subsequent to the date hereof have been collected, nor has payment of any of the same been anticipated, waived, released, discounted or otherwise discharged or compromised. Grantor agrees to act in good faith to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be performed by the tenants under the Leases. Grantor shall not, except with the prior written consent of Beneficiary, cancel, terminate or accept any surrender of the Leases; accept any prepayments for more than 30 days of installments of rent under any of the Leases; modify any of the terms, covenants and conditions of any of the Leases so as to reduce the terms thereof or the rental payments thereunder; enter into any new Leases of the Premises or any part thereof or change any renewal privileges contained in any of the Leases; agree in writing or otherwise to extinguish or limit any rights which it has under applicable law as a landlord against any tenant under any of the Leases. Notwithstanding the provisions of this paragraph 4(f), Grantor may enter into new Leases in the ordinary course of business for such portions of the Premises which are leased as of the date hereof provided such Leases are on Schedule 3.2(c)(iiiterms and conditions that are customary and usual in leases of similar premises in the general vicinity of the affected portion of the Premises, and may, in accordance with sound business practices and for the purpose of increasing Grantor’s revenues, terminate (provided such termination is permitted under the terms of the applicable lease) attached heretoor modify any of the Leases.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, Exhibit "F" a complete and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth correct list of all Leases in the Delinquency Report, to Sellers’ Knowledge as of effect on the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such the information set forth therein is true and correct as of the date hereof. A revised Exhibit "F", to be designated Exhibit "F-1", shall be certified by Contributor to be true and correct as of Closing, shall reflect those Leases without offsetin effect on the date of Closing and shall be delivered to Partnership at Closing as provided in Section 5.4.12 hereof. As of the date hereof, counterclaim or deduction. Such Seller has made available other than as indicated in Exhibit "F", each of the Leases described in Exhibit "F" is, to the Buyer best of Contributor's knowledge, valid and subsisting and in full force and effect, has not been amended, modified or supplemented, and the tenant under each is in actual possession of the leased premises in the normal course of business. The copies of the Leases delivered by Contributor to Partnership for Partnership's review were true and complete copies thereof. No tenant under any of the LeasesLeases has given Contributor written notice of any claim which remains outstanding on the date of this Agreement and which would in any way affect the collection of rent from such tenant, as applicable. Except as set forth Contributor has received no written notice of default or breach on Schedule 3.2(c)(i) attached heretothe part of the landlord under any of the Leases which remains uncured by the landlord, and all tenant improvements repairs, improvements, alterations and other construction work obligations required on the date hereof to be performed by such Seller the landlord under such each of the Leases have been completedperformed in all material respects and have been or will be paid for by Contributor prior to Closing, except as described on Exhibit "F". There are no tenant inducement costs with respect improvements or alterations which are the Landlord's responsibility under Leases, but which have not yet been performed in all material respects because such performance is not yet required by Landlord thereunder, except as described on Exhibit "F" (the "Remaining Work"). Contributor shall complete the Remaining Work and pay for it in full prior to Closing, except that to the Leases extent that completion of any Remaining Work is not required prior to Closing under the Leases, Contributor may, in its discretion, not complete such Seller’s Transferred Assets or any renewal thereof except Remaining Work, in which event, as may part of Exhibit "F-1" to be delivered to Partnership at Closing, Contributor shall list the Remaining Work which has not yet been done and the itemized cost thereof, which cost shall serve as the basis for the adjustment described in Section 5.3.2(e). The rents and other income and charges set forth in Exhibit "F" or in the applicable Leases are the actual rents, income and charges presently being charged by Contributor under the Leases, and the same have been actually received as indicated on Exhibit "F". No party has Except as described in Exhibit "F" or in the applicable Leases, no space within the Real Estate is occupied rent free or by any employee of Contributor. Except as expressly set forth on Exhibit "F" or in the applicable Leases, no tenant under any of the Leases is entitled to any purchase option, right concessions, allowances, set-off, rebates or refunds thereunder or has prepaid any rents or other charges for more than the current month, and none of first refusal, right of first offer, right of reverter or similar right under such Leases (collectivelyand none of the rents or other amounts payable thereunder have been assigned, “Lease Options”)pledged or encumbered by Contributor, which assignment or encumbrance will remain outstanding after Closing. All of the Leases are free and clear of any right or interest of any real estate broker or any other person arising out of landlord's acts or the acts of any predecessor landlord, and no brokerage or leasing commission or other compensation is or will be due from or payable by landlord to any person, firm, corporation or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof, except those Tenants relating to the Lease Options referenced in Section 14.28 belowas described on Exhibit "F". There are currently no security deposits required under, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Reportbeing held pursuant to, as any of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofLeases, except as set forth in Exhibit "F" hereto or in the applicable Leases. Except as shown on Schedule 3.2(c)(iii) attached heretoExhibit "F" or in the applicable Leases, to the best of Contributor's knowledge, no party, person or entity is in possession of the Real Estate or Personalty or any portion thereof, and no party, person or entity has legal title of any interest in the Real Estate or Personalty, or any portion thereof, except Contributor.

Leases. Such Seller Borrower has made available delivered to the Buyer Agent true copies of the leases, licenses Leases and occupancy agreements (including all amendments, modifications any amendments thereto relating to the Mortgaged Property. An accurate and supplements thereto) complete Rent Roll as of the date of inclusion of the Mortgaged Property in the Collateral with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or Leases of any portion of such Seller’s Propertythe Mortgaged Property has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements between Borrower or any predecessor of Borrower and the tenants relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedpartial rent, supplemented rebate of rent payments, credit, offset or otherwise modified deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as disclosed reflected in the documents referenced on Schedule 3.2(c) attached hereto such Leases or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestsuch Rent Roll. Except as set forth in the Delinquency ReportSchedule 6.22, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionreflected therein are, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as set forth reflected in Schedule 6.22, Borrower has not given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there is no basis for any such claim or notice of default by any tenant. No property other than (i) the Mortgaged Property and (ii) that certain land designated as Phase III, Ashburn Corporate Center (formerly known as Ashburn Business Park), Ashburn, Virginia, as depicted on Schedule 3.2(c)(iiithe master plan attached as Exhibit H to the Yahoo! Lease and that certain data center facility known as ACC5 Phase I, located in Ashburn Corporate Center, Ashburn, Virginia referenced in the Yellowpages Letter Agreement is necessary to comply with the requirements (including, without limitation, parking requirements) attached heretocontained in any Lease. With respect to that certain Lease dated October 15, 2007 between Borrower, as landlord, and JPS Holdings, Inc., a California corporation d/b/a Net2ez (“JPS”), as tenant (the “JPS Lease”), Borrower represents and warrants that (a) it did not exercise its right within the time-frame under the JPS Lease to purchase twenty-five percent (25%) of the equity interests in JPS and thus, under the terms of the JPS Lease Borrower has the right to terminate the JPS Lease and (b) Borrower has not terminated, and has no intention of terminating, the JPS Lease.

Leases. Such Seller has made available to the Buyer the leases, licenses leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on in Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses leases or other occupancy agreements to which such Seller is a party other than the Leases for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on in Schedule 3.2(n) attached hereto3.2(v), and (ii) contain the entire agreement between the relevant landlord and the applicable tenant tenants named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ Knowledge as of the date of this Agreement, Fixed Rent fixed rent and Additional Rent additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto), all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 14.29 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoProperty. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ KnowledgeSeller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under such any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Set forth on Schedule 3.4 is a list of all real property leases ------- ------------ which are included in the Domestic Assets or to which any Subsidiary (other than any Minority Subsidiary) is party as lessee and a list of all leases of personal property which are included in the Domestic Assets or to which any Subsidiary (other than any Minority Subsidiary) is a party as a lessee, in any case having remaining rental value of at least $250,000 (the "Leases"). All rentals currently due under such Leases have been paid. Seller, WWTI and/or each Subsidiary (as the case may be) has a valid leasehold interest in each Lease, in each case free and clear of all Liens, except Permitted Exceptions. Seller has made available to Purchaser a copy of each Lease (as amended). The Leases are the Buyer valid and binding obligations of WWTI or the leasesSubsidiaries (as the case may be). Neither Seller, licenses WWTI nor any of the Subsidiaries has received any notice of Default by any Subsidiary thereunder which has not been remedied or waived and occupancy agreements (including all amendmentswhich Default could reasonably be expected to have a Material Adverse Effect. Neither Seller, modifications and supplements thereto) with respect WWTI nor any of the Subsidiaries nor any Affiliate thereof has received any notice or has any knowledge of any pending or threatened condemnation proceeding or assessment for public improvements affecting any Real Property or any real property leased pursuant to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses a Lease or of any sale or other occupancy agreements disposition thereof in lieu of condemnation, which proceeding, assessment, sale or other disposition could reasonably be expected to which such Seller is a party for all materially interfere with the continued use of any Real Property or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed real property subject to a Material Lease in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as conduct of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicablenormal business operations. Except as set forth on Schedule 3.2(c)(i) attached hereto3.4, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to ------------ approval or consent of any Person is needed in order for the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth (excluding Leases for sales offices) to continue in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property full force and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as effect following consummation of the date of transactions contemplated by this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all Not enter into any new lease or any amendments, modifications and supplements thereto) with respect to expansions or renewals of Tenant Leases, or terminate any Tenant Lease, without the Properties as described on Schedule 3.2(c) attached hereto. There are no leasesprior written consent of Purchaser, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases consent will (i) have not been amendedbe unreasonably withheld, supplemented delayed or otherwise modified except as disclosed in conditioned prior to the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoContingency Date, and (ii) contain be in Purchaser’s sole discretion on and after the entire agreement between the relevant landlord and the applicable tenant named therein with respect Contingency Date. Furthermore, nothing herein shall be deemed to the applicable leasehold interest. Except as set forth in the Delinquency Report, require Purchaser’s consent to Sellers’ Knowledge as any expansion or renewal of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leasesa Tenant Lease which Seller, as applicablelandlord, is required to honor pursuant to any Tenant Lease. Except as set forth on Schedule 3.2(c)(i) attached heretoImmediately following the Effective Date, all tenant improvements and other construction work Seller shall deliver to be performed by such Seller under such Leases have been completedThe GAP, INC. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease OptionsGAP”), except those Tenants relating which is currently the sole Tenant of the Improvements, a Proposed Sale Notice (as defined in Section 6.2 of the Third Amendment to Lease (the “GAP Third Amendment”) dated September 8, 2005, by and between GAP and Mission Bay S26a/S28, LLC, as landlord) containing Basic Terms (as defined in the GAP Third Amendment) which are equivalent to the Lease Options referenced terms in Section 14.28 below, relating to the purchase of all or this Agreement and Seller shall deliver a portion copy of such Seller’s Property and listed on Schedule B attached heretoProposed Sale Notice to Purchaser. Except If Seller receives the Preliminary Interest Notice or the Election Notice (as set forth on Schedule 3.2(c)(ii) attached hereto or such terms are defined in the Delinquency ReportGAP Third Amendment) in response to such Proposed Sale Notice from GAP, as Seller shall immediately notify and provide Purchaser with copies of each such notice when received by Seller. In addition, if Seller obtains a written waiver from GAP of GAP’s right to purchase the Property pursuant to Section 6 of the date of this AgreementGAP Third Amendment (“GAP Waiver”), (i) Seller shall immediately deliver such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) GAP Waiver to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoPurchaser.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c2.9(a) attached hereto. There are no leaseshereto sets forth a true, subleasescorrect and complete list as of the date hereof of all leases of real estate, licenses or other occupancy agreements identifying separately each ground lease, to which such the Seller is a party for all as lessee or any portion of such Seller’s Property, other than tenant or which the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed Seller uses in the documents referenced on operations of the Business. Schedule 3.2(c2.9(b) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set sets forth in the Delinquency Report, to Sellers’ Knowledge as a list of the date all leases of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to real estate which the Buyer true will assume pursuant to this Agreement (the "Leases") . True, correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and, except as applicableset forth on Schedule 2.9(b) attached hereto, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i2.9(b) attached hereto, all tenant improvements and other construction work there has not occurred any event which would constitute a material breach of any Lease by either party thereto, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach. The Seller is not obligated to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets pay any leasing or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants brokerage commission relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofand, except as set forth on Schedule 3.2(c)(iii2.9(b) attached hereto, will not have any enforceable obligation to pay any leasing or brokerage commission upon the renewal or extension of any Lease. No material construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by any party under any Lease. The Seller has fulfilled all material obligations required pursuant to the Leases to have been performed by the Seller and has no reason to believe that it will be unable to perform, when due, all of its remaining obligations under said Leases after the date hereof to the Closing. There is no pending or, to the best of the Seller's knowledge, threatened eminent domain taking or condemnation that will or may affect any of the properties that are the subject of the Leases (the "Leased Premises").

Leases. Such Seller has The Rent Roll lists all Leases for any portion of each Property or otherwise affecting each Property, and is accurate and complete in all material respects as of the date of the Rent Roll. The copies of the Leases which have been delivered or made available to BPP are true and complete, constitute all outstanding Leases and include all subleases known to the Buyer Contributors relating to each Property. True, complete and correct copies of all Leases in effect on the leasesdate of this Agreement have been delivered or made available to BPP and the Contributors shall promptly provide true, licenses complete and occupancy agreements correct copies of any Leases entered into after the date of this Agreement to BPP. Each Lease (including all amendments, modifications i) is in full force and supplements thereto) effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leasesapplicable Contributor, subleasesand, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Propertythe Contributors' knowledge, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, applicable tenant; and (ii) contain constitutes the entire agreement between the relevant landlord applicable Contributor and the applicable such tenant named therein with respect to the applicable leasehold interestProperty and includes any other agreements between such parties related in any way to such Property. To the Contributors' knowledge, no Contributor is in default in the performance of any material obligation under any of the Leases (or any agreements incorporated therein by reference) and the Contributors have no knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by landlord under any of the Leases. To the Contributors' knowledge, no tenant is in monetary default under its Lease for more than thirty (30) days in payment of base rent and the Contributors have no knowledge of any material non-monetary default of Major Tenants. Except as indicated in the Rent Roll, (x) no advance rent or other payment has been made with respect to any Lease except rental for the current month, (y) there is no free rent or other concession with respect to any Lease and (z) there is no obligation under the Lease for the refunding of a security deposit. Except as otherwise expressly set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim Roll or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i3.1(h), to the Contributors' knowledge (and without any duty to investigate) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There there are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets actions, voluntary or any renewal thereof except as may be set forth in the Leases. No party has any purchase optioninvoluntary, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by pending against any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretobankruptcy or insolvency laws.

Leases. Such Seller Attached hereto as Exhibit "P-1" is a true and complete list of all agreements pursuant to which any person uses or occupies or has made available the right to use or occupy, any part of any Property, including all amendments thereto and modifications thereof (the "Leases"). To the Company's actual knowledge, all of the Leases are valid, in full force and effect and there are no monetary or material non-monetary defaults thereunder on the part of tenant or the landlord thereunder except as disclosed on Exhibit "P-2" attached hereto. To the Company's actual knowledge, no tenant under any Lease has any defense, set-off or claim or any basis for any defense or claim for reduction, deduction or set-off against the landlord thereunder or the rent under any such Lease or the other obligations owed by such tenant under such Lease. Except as disclosed on Exhibit "P-2", no tenant under a Lease has given the landlord thereunder written notice of any intent to terminate its Lease prior to the Buyer end of its stated term or otherwise to cease the leasesactive conduct of the tenant's business, licenses and occupancy agreements no tenant has paid any rent, additional rent or other charge of any nature for a period of more than thirty (including 30) days in advance. To the Company's actual knowledge, there are no brokerage or finders commissions or other compensation or fees payable after the date hereof by reason of the Leases or any extensions, expansions, renewals or modifications thereof, or that could be due in the future, all amendments, modifications and supplements thereto) with respect to amounts owing or owed to any exclusive leasing agent or pursuant to any exclusive leasing agreement with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoExhibit "P-2".

Leases. Such Seller has holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesContributor's knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(k) the Disclosure Schedule, the Seller, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Contributor's knowledge, except as set forth in Section 2.2(k) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Property; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(k) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Contributor has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(k) of the Disclosure Schedule; no assignment of the Contributor's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(k) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by Seller, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributor's knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller A rent roll as of [September 30, 2003] with respect to all Leases of any portion of the Collateral Properties is accurately and completely set forth in all material respects in Schedule 7.23(l) as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of the Borrower. The Leases reflected on such rent roll constitute the sole and complete agreements and understandings relating to leasing or licensing of space in the Buildings or at the Collateral Properties by the Borrower. The Borrower has delivered or made available to the Buyer the leases, licenses Agent a true and occupancy agreements (including complete copy of all amendments, modifications and supplements thereto) with respect Leases relating to the Properties as described on Schedule 3.2(c) attached heretoCollateral Properties. There are no leasesoccupancies, subleasesrights, privileges or licenses in or other occupancy agreements to which such Seller is a party for all the Buildings or any portion other part of such Seller’s Property, the Collateral Properties other than pursuant to the Leases reflected on the rent roll set forth on in Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest7.23(l). Except as set forth in Schedule 7.23(l), the Delinquency ReportCollateral Property Leases reflected on the Schedule 7.23(l) rent roll are in full force and effect, in accordance with their respective terms, and, to Sellers’ Knowledge as the best of the date Borrower’s knowledge, no tenant under any of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offsethas failed to make a required payment thereunder or failed to comply with any other material term, counterclaim condition or deduction. Such Seller has made provision contained therein, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and the Buyer true and complete copies Borrower has not given or made, or received, any notice of default, or any claim, which remains uncured or unsatisfied, with respect to any of such Leases and, to the best of the LeasesBorrower’s knowledge there is no basis for any such claim or notice of default by any tenant. The Schedule 7.23(l) rent roll accurately and completely sets forth all rents payable by and security, as applicableif any, deposited by tenants, no tenant having paid more than one month’s rent in advance. Except as set forth on Schedule 3.2(c)(i) attached hereto, all All tenant improvements and other construction or work to be performed done, furnished or paid for by such Seller under such Leases have the Borrower, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease relating to a Collateral Property has been completed. There are no tenant inducement costs with respect completed and paid for or provided for in a manner satisfactory to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the LeasesAgent. No party has any purchase optionleasing, right brokerage or like commissions, fees or payments are due or may become due from the Borrower in respect of first refusal, right of first offer, right of reverter or similar right under such the Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofCollateral Properties, except as set forth on Schedule 3.2(c)(iii) attached hereto.7.23(l), or reflected in the financial statements delivered pursuant to §7.4. 55

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, material leases or licenses of space in any Target Real Property or other occupancy agreements to which such Seller is a party for occupy all or any a portion of such Sellerany Target Real Property under which the Seller Parties are the holders of the landlord’s Property, interest and that may be in force after the Closing other than (a) the Target Property Leases set forth as shown on Schedule 3.2(cSection 4.8(i) attached hereto. Such of the Seller Disclosure Letter, together with any amendments to such Target Property Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement which are entered into between the relevant landlord date hereof and the applicable tenant named therein Closing Date in accordance with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date terms of this Agreement, Fixed Rent and Additional Rent (b) Target Property Leases for space in such Target Real Property which are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to entered into between the Buyer true date hereof and complete copies the Closing Date in accordance with the terms of the Leases, as applicablethis Agreement. Except as set forth on Schedule 3.2(c)(iSection 4.8(i) attached heretoof the Seller Disclosure Letter, all tenant improvements and other construction work to be performed by such none of the Target Property Leases has been amended in any material respect. The Seller under such Leases Parties have been completed. There are no tenant inducement costs with respect delivered or made available to the Buyer Parties true, correct and complete copies of all Target Property Leases in all material respects. To the Knowledge of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”)Seller Parties, except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iiSection 4.8(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementSeller Disclosure Letter, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except there are no material monetary defaults by the applicable Seller Party or any tenant under any of the Target Property Leases. To the Knowledge of the Seller Parties, (A) a true, correct and complete copy in all material respects of (1) the rent roll for each Target Real Property as of December 3, 2014, indicating base rent, expense recovery and other recurring charges and contractual rent steps and abatements as of such date under Target Property Leases, is set forth on Schedule 3.2(c)(iiiSection 4.8(iii) attached heretoof the Seller Disclosure Letter (collectively, the “Rent Roll”) and (2) a delinquency report for each Target Real Property as of December 3, 2014, indicating the current outstanding accounts receivable balance as of such date for tenant rents and other charges under Tenant Property Leases at each Target Real Property (“Delinquency Report”) is set forth in Section 4.8(iv) of the Seller Disclosure Letter and (B) such Rent Roll and Delinquency Report are true, correct and complete in all material respects as of the dates thereof.

Leases. Such Set forth on Schedule 3.4 is a list of all real property leases which are included in the Domestic Assets or to which any Subsidiary (other than any Minority Subsidiary) is party as lessee and a list of all leases of personal property which are included in the Domestic Assets or to which any Subsidiary (other than any Minority Subsidiary) is a party as a lessee, in any case having remaining rental value of at least $250,000 (the "LEASES"). All rentals currently due under such Leases have been paid. Seller, WWTI and/or each Subsidiary (as the case may be) has a valid leasehold interest in each Lease, in each case free and clear of all Liens, except Permitted Exceptions. Seller has made available to Purchaser a copy of each Lease (as amended). The Leases are the Buyer valid and binding obligations of WWTI or the leasesSubsidiaries (as the case may be). Neither Seller, licenses WWTI nor any of the Subsidiaries has received any notice of Default by any Subsidiary thereunder which has not been remedied or waived and occupancy agreements (including all amendmentswhich Default could reasonably be expected to have a Material Adverse Effect. Neither Seller, modifications and supplements thereto) with respect WWTI nor any of the Subsidiaries nor any Affiliate thereof has received any notice or has any knowledge of any pending or threatened condemnation proceeding or assessment for public improvements affecting any Real Property or any real property leased pursuant to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses a Lease or of any sale or other occupancy agreements disposition thereof in lieu of condemnation, which proceeding, assessment, sale or other disposition could reasonably be expected to which such Seller is a party for all materially interfere with the continued use of any Real Property or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed real property subject to a Material Lease in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as conduct of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicablenormal business operations. Except as set forth on Schedule 3.2(c)(i) attached hereto3.4, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to approval or consent of any Person is needed in order for the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth (excluding Leases for sales offices) to continue in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property full force and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as effect following consummation of the date of transactions contemplated by this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To Xxxxxxxx’s knowledge, no Person other than Senior Borrower has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, licenses (1) the current Leases are in full force and occupancy agreements effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (including all amendments, modifications and supplements thereto2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the Properties following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (000 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (00000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior 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 described 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 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26-A has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B 4.1.26-C attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as None of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord Tenants holding leasehold interests with to the Property is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoAffiliated with Borrower.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c2.8(a) attached hereto. There are no leaseshereto sets forth a true, subleasescorrect and complete list as of the date hereof of all leases of real estate, licenses or other occupancy agreements identifying separately each ground lease, to which such the Seller is a party for all as lessee or any portion of such Seller’s Property, other than tenant or which the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed Seller uses in the documents referenced on operations of the Business. Schedule 3.2(c2.8(b) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set sets forth in the Delinquency Report, to Sellers’ Knowledge as a list of the date all leases of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to real estate which the Buyer true will assume pursuant to this Agreement (the "Leases"). True, correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and, except as applicableset forth on Schedule 2.8(b) attached hereto, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i2.8(b) attached hereto, all tenant improvements there has not occurred any event which would constitute a material breach of or material default in the performance of any material covenant, agreement or condition contained in any Lease by either party thereto, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a material breach or material default. The Seller is not obligated to pay any leasing or brokerage commission relating to any Lease and will not have any enforceable obligation to pay any leasing or brokerage commission upon the renewal or extension of any Lease. No material construction, alteration or other construction leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by such any party under any Lease. Seller under such Leases have been completed. There are no tenant inducement costs with respect has fulfilled all material obligations required pursuant to the Leases to have been performed by Seller. None of such Seller’s Transferred Assets or the Leases imposes any renewal thereof except restrictions that would materially interfere with the continued operation of the business as may be set forth in currently conducted on any of the properties that are the subject of the Leases. No party has any purchase optionThere is no pending or, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as best of the date of this AgreementSelling Parties' knowledge, (i) such Seller has not received threatened eminent domain taking or condemnation that will or may affect any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoproperties that are the subject of the Leases.

Leases. Such Seller The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To Bxxxxxxx’s knowledge, no Person other than Senior Borrower has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, licenses (1) the current Leases are in full force and occupancy agreements effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (including all amendments, modifications and supplements thereto2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the Properties following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (300 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (20000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior 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 described 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 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26-A has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B 4.1.26-C attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as None of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord Tenants holding leasehold interests with to the Property is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoAffiliated with Borrower.

Leases. Such Seller has made available No unrecorded written leases or oral leases affect the Property, excluding, however, (a) rights of residents of the facility on the land pursuant to unrecorded residency agreements, if any, and (b) that certain dated , by and between, inter alia, Seller, as landlord, and , as tenant (as amended to date, the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) “Facility Lease”). The Facility Lease is being terminated with respect to the Properties as described on Schedule 3.2(c) attached heretoProperty concurrently with the sale of the Property to Purchaser. There are no leasesAs an inducement to the Title Company to insure over any defects, subleasesliens, licenses encumbrances, adverse claims or other occupancy agreements matters created, first appearing in the public records or attaching during the period between , 201 and date on which the deed conveying the Property from Seller to Purchaser is recorded in the official records of , (the “Recording Date”), and of which such Seller is a party for all the undersigned (or any portion party claiming under the undersigned) had knowledge (“New Title Matters”), the undersigned hereby agrees to: (1) promptly remove, bond over or otherwise dispose of any such New Title Matters, and (2) hold harmless and indemnify the Title Company for any loss, cost, expense, claim or damage, including without limitation reasonable attorneys’ fees, arising from the undersigned’s failure to so remove, bond over or otherwise dispose of any such New Title Matters. The undersigned’s obligations under the preceding sentence shall expire thirty (30) days after the Recording Date unless the Title Company, on or before the expiration of such Seller’s Propertythirty (30) day period, other than notifies the Leases set forth on Schedule 3.2(c) attached heretoundersigned in writing of any New Title Matters. Such Leases Additionally, the undersigned shall not incur any liabilities or obligations hereunder with respect to any New Title Matters arising after the earlier of (i) have not been amended, supplemented or otherwise modified except as disclosed in fifteen (15) days from the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, date hereof and (ii) contain the entire agreement between Recording Date. The undersigned authorized signatory executing this declaration on behalf of Seller is not executing this declaration individually, but solely in his or her capacity as an authorized signatory of Seller. Exhibit C EXECUTED this day of , 201 . [ ], a [ ] By: Name: Title: Exhibit C ATTACHMENT 3 Form of Deed SPECIAL WARRANTY DEED FOR VALUE RECEIVED, the relevant landlord receipt and sufficiency of which are hereby acknowledged, , a (“Grantor”), hereby grants to , a (“Grantee”), all of that certain real property more particularly described in Schedule 1 attached hereto and incorporated herein by this reference (the applicable tenant named therein “Property”), subject to (a) all non-delinquent real property taxes, (b) all non-delinquent special assessments, if any, and (c) all other liens, leases, easements, encumbrances, covenants, conditions, restrictions and other matters of record. Grantor does hereby covenant and agree to and with respect Grantee that GRANTOR WILL WARRANT AND DEFEND the Property against all persons lawfully claiming, or to claim the same, by, through or under Grantor and none other, subject to the applicable leasehold interestabove matters. Except as set forth in aforesaid, Grantor makes no other warranties of title relative to the Delinquency ReportProperty. Dated: , 20 [ ], a [ ] By: Name: Title: STATE OF ILLINOIS ) ) ss. COUNTY OF XXXX ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 20 , before me personally appeared , to Sellers’ Knowledge as me known to be the of [ ], the [ ] that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the date and year first above written. Notary Public in and for the State of Residing at My commission expires: Type or Print Notary Name Exhibit C ATTACHMENT 4 Form of Operational Transfer Agreement for an Operating Facility FORM OF OPERATIONS TRANSFER AGREEMENT By and Between KINDRED , , [New Operator] KINDRED HEALTHCARE OPERATING, INC. (joining in this Agreement solely for purposes of Section 18.9 herein) and , [New Operator’s Guarantor] (joining in this Agreement solely for purposes of Section 18.10 herein) Dated , 201 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.1. Definitions 3 ARTICLE II SALE AND PURCHASE OF ASSETS 6 2.1. Agreement to Sell and Purchase 6 ARTICLE III PURCHASE PRICE; PRORATIONS 7 3.1. Purchase Price; Prorations 7 3.2. Taxes; Fees 7 3.3. Prorations 7 ARTICLE IV ASSETS AND EXCLUDED ASSETS 8 4.1. Assets 8 4.2. Excluded Assets 10 ARTICLE V ASSUMED OBLIGATIONS 11 5.1. Assumed Kindred Contracts 11 ARTICLE VI CLOSING 12 6.1. Closing 12 ARTICLE VII MEDICARE PROVIDER AGREEMENT 12 7.1. Kindred’s Medicare Provider Agreement 12 7.2 Kindred’s Medicaid Provider Agreement 12 ARTICLE VIII CHANGE OF OWNERSHIP OF THE FACILITY 13 8.1. Licensure Approvals 13 8.2. Cost Reports 13 ARTICLE IX TRANSFER OF RESIDENT TRUST FUNDS 15 9.1. Resident Trust Funds 15 ARTICLE X EMPLOYEES 16 10.1. Hired Employees 16 10.2. Employees and Benefits 17 ARTICLE XI ACCOUNTS RECEIVABLE 17 11.1. Accounts Receivable 17 11.2. Receipts by New Operator 17 11.3. Receipts by Kindred 18 11.4. Other Receipts 18 11.5. Accounting for Accounts Receivable 19 ARTICLE XII REPRESENTATIONS AND WARRANTIES 20 12.1. Kindred’s Representations 20 12.2. New Operator’s Representations 22 ARTICLE XIII INTERIM OPERATIONS AND UNDERTAKINGS 24 13.1. Conduct of Business Pending Closing 24 13.2. Prohibited Actions of Kindred Pending Closing 24 13.3. Access 25 13.4. Information Systems, Records, Etc. 25 13.5 Other Undertakings 26 13.6 Notice by Kindred of Certain Events 26 ARTICLE XIV CONDITIONS PRECEDENT 26 14.1. Conditions Precedent to New Operator’s Obligations 26 14.2. Conditions Precedent to Kindred’s Obligations 27 14.3. Waiver of Conditions Precedent 27 ARTICLE XV DELIVERIES AT CLOSING 27 15.1. Kindred’s Deliveries 27 15.2. New Operator’s Deliveries 28 ARTICLE XVI TERMINATION 28 16.1. Termination of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionAgreement 28 ARTICLE XVII FURTHER ASSURANCES; COVENANTS 28 17.1. Such Seller has made available Further Assurances 28 17.2. Covenants 29 17.3 Kindred Non-Solicitation 29 17.4 New Operator Non-Solicitation 29 17.5 Access to the Buyer true Records 29 17.6 Final Reports and complete copies Actions; Insurance 30 ARTICLE XVIII INDEMNIFICATION 30 18.1. Indemnification by Kindred 30 18.2. Indemnification by New Operator 31 18.3. Period of the Leases, as applicableIndemnity 31 18.4. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect Notice to the Leases Indemnifying Party 32 18.5. Non-Third Party Claims 32 18.6. Third Party Claims 32 18.7. Reimbursement 33 18.8. Exclusive Remedy 33 18.9 Kindred Guaranty 33 18.10 New Operator Guaranty 33 ARTICLE XIX MISCELLANEOUS 34 19.1. Effectiveness 34 19.2 Complete Understanding 34 19.3 Waiver 34 19.4 Applicable Law 34 19.5 Notices 34 19.6 Waiver of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the LeasesJury Trial 35 19.7. Construction 35 19.8. Exhibits 35 19.9. Severability 35 19.10. Third Party Beneficiaries 35 19.11. Counterparts 35 19.12. Electronic Signatures 35 19.13. [Intentionally Omitted] 35 19.14. Headings 35 19.15. Assignment; No party has any purchase option, right Beneficiaries 35 19.16. Publicity 36 19.17. Confidentiality 36 19.18. Notice of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property Investigations and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.Default 36

Leases. Such Seller has made available to Except for the Buyer Ground Lease, the Leases referenced on Schedule 1.5, the Licenses referenced on Schedule 1.6, the leases, licenses and amendments or other occupancy agreements which may be entered into by Seller pursuant to Section 7.1 of this Agreement, and the Post-Closing Intelsat Lease (including all amendmentshereinafter defined), modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleasesrental agreements, licenses licenses, license agreements or other occupancy agreements to with anyone in effect which such Seller is a party for all or any portion of such will affect the Property after Closing. To Seller’s Propertyknowledge, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedeach Lease is in full force and effect, supplemented or otherwise modified and, except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as otherwise set forth in the Delinquency ReportRent Roll (hereinafter defined), no rent has been paid more than one month in advance. To Seller’s knowledge, except as may be described in Schedule 6.1.9 attached hereto, there exists no material default by Seller or, to Sellers’ Knowledge as Seller’s knowledge, any tenant under any of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionLeases. Such Seller has made available to the Buyer true provided Purchaser with true, correct and complete copies of all Leases, including all amendments and modifications thereto, prior to the execution of this Agreement by Purchaser and Seller. The rent roll attached hereto as Schedule 6.1.9(A) (the “Rent Roll”) is true and accurate in all material respects. Schedule 6.1.9(B) identifies all free rent accruing under the Leases from and after the Effective Date. Schedule 1.8 identifies all security deposits held by Seller, as landlord, under the Leases, as applicable. Except as set forth otherwise indicated on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement6.1.9, (ia) such Seller has not received any written notice from any tenant under a any currently effective Lease claiming landlord that Seller is in default in its any material respect of any material obligations as landlord of Seller to such tenant, which default has not been cured; (b) Seller has not delivered any written notice to a tenant that such tenant is in default in any material respect of any material obligations of such tenant under such Lease that has not been cured; (c) Purchaser will have no obligation to pay brokerage commissions after Closing either upon any extension or renewal of any Lease that is currently in effect, or upon the exercise of any option to lease additional premises, (d) no tenant has entered into any subleases of all or any portion of its premises, and (iie) no tenant is entitled to Sellers’ Knowledge, there exists no default by any tenant under free rent for any such Lease. Such Seller has not received any Lease Termination Payments as periods of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretotime after Closing.

Leases. Such Seller has made available to Except for the Buyer the Leases and leases, licenses and amendments or other occupancy agreements (including all amendmentswhich may be entered into by the Partnership pursuant to SECTION 7.2 hereof, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleasesrental agreements, licenses licenses, license agreements or other occupancy agreements to with tenants in effect which such Seller will affect the Property after Closing. To Sellers' Knowledge, each Lease is a party for all or any portion of such Seller’s Propertyin full force and effect, other no rent has been paid more than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed one month in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoadvance, and (ii) contain the entire agreement between the relevant landlord and the applicable no tenant named therein with respect is entitled to the applicable leasehold interest. Except any credits or offsets against its rental obligation except as set forth in the Delinquency Reportsuch Lease. To Sellers' knowledge, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth described in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B SCHEDULE 5.2.7 attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by Partnership or any tenant Tenant under any such Leaseof the Leases. Such Seller has not Neither Sellers nor the Partnership have received any Lease Termination Payments notice of lease termination from any Tenant, and neither have Sellers nor the Partnership received any notice that any such Tenant has filed any insolvency or bankruptcy proceedings. To Sellers' Knowledge, SCHEDULE 5.2.7 hereto identifies all outstanding brokerage agreements with respect to the Leases. Sellers have provided Buyer with full and complete copies of all Leases, including all amendments and modifications thereto, prior to the execution of this Agreement by Buyer and Sellers. Subject to Section 7.2 below, Sellers have caused the Partnership to pay, or will cause the Partnership to pay at or prior to Closing, all tenant improvement allowances and other amounts that have become due and payable to any Tenant under any of the Leases as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoClosing Date.

Leases. Such (a) Seller has made available owns all interests of the tenant under the lease (the "Conveyed Lease") dated as of December 1, 1997 between the Seller and REGENCY FOREST, LLC with respect to the Buyer premises known as REGENCY FOREST I (the leases"Conveyed Leased Premises") free of Encumbrances and has not assigned such interests or any portion thereof or sublet all or any portion of the Conveyed Leased Premises. True, licenses correct and occupancy agreements (including complete copies of the Conveyed Lease, and all amendments, modifications and supplements thereto) supplemental agreements thereto (including without limitation all subordination, non-disturbance and attornment agreements and agreements confirming the date of commencement or expiration of the term of such Conveyed Lease), have been made available to the Buyer. The Conveyed Lease is in full force and effect, is binding and enforceable against the Seller and, to the Seller's knowledge, the lessor thereto in accordance with its terms and has not been modified or amended since the date of delivery to the Buyer. No party to the Conveyed Lease has sent written notice to the other claiming that such party is in default thereunder, which remains uncured. To the Seller's knowledge, there has not occurred any event which would constitute a material breach of or material default by Seller in the performance of any covenant, agreement or condition contained in the Conveyed Lease, nor has there occurred any event which, with the passage of time or the giving of notice or both, would constitute such a material breach or default. The Seller is not obligated to pay any leasing or brokerage commission relating to the Conveyed Lease and, there are no obligations of the Seller to pay any leasing or brokerage commission upon the renewal of the Conveyed Lease. No construction, alteration or other leasehold improvement work with respect to the Properties as described on Schedule 3.2(c) attached heretoConveyed Lease remains to be paid for or to be performed. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoThe Division Balance Sheet contains, and (ii) contain the entire agreement between Net Transferred Assets will provide for adequate reserves to provide for the relevant landlord and restoration of the applicable tenant named therein with respect properties subject to the applicable leasehold interest. Except as set forth in Conveyed Lease at the Delinquency Reportend of its term, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to extent required by the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Conveyed Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.