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 The Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.5, are true, correct, and complete as of the date prepared. Seller has made available or will, pursuant to Section 4, deliver to Buyer true, accurate and complete copies of all of the Leases and, to the Buyer the leasesbest of Seller’s knowledge, 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 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 the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s Propertyknowledge, other than there are no rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. To the best of Seller’s knowledge and except as expressly 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 Leases and Due Diligence Items, no brokerage commission 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 similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. To the applicable leasehold interestbest of Seller’s knowledge, neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in full compliance with all of the landlord’s obligations under the Leases. Except as set forth in the Delinquency ReportLeases and Due Diligence Items, 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 no obligation to any Tenant under the Buyer true and complete copies of the Leases, as applicableLeases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and No rent or other construction work to be performed by such Seller under such Leases payments have been completed. There collected in advance for more than one (1) month and no rents or other deposits are no tenant inducement costs with respect to the Leases of such held by 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 security deposits described on the purchase of all or a portion of such Seller’s Property Rent Roll and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in rent for 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 heretocurrent month.

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 (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 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 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 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 The Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.8, are true, correct, and complete as of the date prepared. Seller has made available or will, pursuant to Section 4, deliver to Buyer true, accurate and complete copies of all of the Leases and, to the Buyer the leasesbest of Seller’s knowledge, 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 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 the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s Propertyknowledge, other than there are no rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. To the best of Seller’s knowledge and except as expressly 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 Leases and Due Diligence Items, no brokerage commission 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 similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. To the applicable leasehold interestbest of Seller’s knowledge, neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in full compliance with all of the landlord’s obligations under the Leases. Except as set forth in the Delinquency ReportLeases and Due Diligence Items, 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 no obligation to any Tenant under the Buyer true and complete copies of the Leases, as applicableLeases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and No rent or other construction work to be performed by such Seller under such Leases payments have been completed. There collected in advance for more than one (1) month and no rents or other deposits are no tenant inducement costs with respect to the Leases of such held by 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 security deposits described on the purchase of all or a portion of such Seller’s Property Rent Roll and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in rent for 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 heretocurrent month.

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 concessions or other occupancy agreements in effect with respect to which such Seller is a party for all or any portion of such Seller’s Property, the Real Property other than the Leases listed on the Rent Roll attached as SCHEDULE 3.13; and SCHEDULE 3.13 attached hereto is a complete and correct list of all Leases in effect on the date of this Agreement. Xxxxxxxx has not sent out any written notice of any default to any tenant under any Lease which has not been cured except as set forth on Schedule 3.2(c) attached heretoSCHEDULE 3.13. Such To Xxxxxxxx' knowledge, Xxxxxxxx has performed all obligations required of it under all of the Leases (i) have and there remain no unfulfilled obligations of Xxxxxxxx under the Leases, the nonperformance of which could entitle a tenant to damages under such Lease or could cause Xxxxxxxx to be in default under such Lease. Except as shown on SCHEDULE 3.13, no tenant has given written notice to Xxxxxxxx of its intention to institute litigation with respect to any Lease that has not been amendeddismissed, supplemented and Xxxxxxxx has not been served with a citation notifying Xxxxxxxx of any litigation with respect to any Lease that has not been dismissed. None of the Leases and none of the rents or otherwise modified other amounts payable thereunder have been assigned, pledged or encumbered except as disclosed in for (a) any assignments, pledges or encumbrances which will be fully released on or before the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoClosing Date, and (iib) contain the entire agreement between Existing Liens. The Rent Roll is true, correct and complete in all material respects as of the relevant landlord and date shown in the applicable tenant named therein Rent Roll and, to Xxxxxxxx' knowledge, there has been no material adverse change with respect to any of the applicable leasehold interest. Except as set forth in items shown on the Delinquency Report, Rent Roll during the period from the date thereof 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 heretoshown thereon.

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 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 Subject to the Buyer subsequent provisions of this Section, Manager shall use diligent efforts to market for lease and rent, and keep rented, by actively seeking out on both a national and local basis, and procuring, tenants for the rentable space at the Center in accordance with the Approved Annual Budget (including the Leasing Plan which is a part thereof). Without limitation on the foregoing, Manager shall negotiate, on behalf of Owner, in accordance with the Approved Annual Budget (or otherwise approved by Owner in writing), all leases and other agreements for space in the Center, together with any amendments, cancellations, renewals or extensions thereof (all such leases, licenses and occupancy agreements (including all agreements, amendments, modifications cancellations, renewals or extensions now existing or hereafter entered into being herein individually and supplements collectively referred to as a "Lease" or "Leases"). Manager shall, without the prior written consent of Owner, have the right to execute, on behalf of the Owner and in the name of Nominee (or as directed by Owner), any Lease (other than an amendment or cancellation), provided such Lease (a) shall be on the most recent standard form approved by Owner (with only immaterial changes thereto), (b) with shall be no less favorable in any material respect to the Properties Owner than a lease which was within the parameters set forth in Leasing Plan included with the Approved Annual Budget, as described on Schedule 3.2(c) attached hereto. There are no leasesthe same may be amended or supplemented, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion so long as the execution of such Seller’s Property, other than lease shall not require the Leases set forth on Schedule 3.2(cprior consent of the Non-Managing Member of Owner pursuant to Section 5.1 B(9) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in of the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoLLC Agreement, and (iic) contain shall otherwise comply with the entire requirements hereof, if any. Manager shall have the right, without the prior written consent of Owner, to execute, on behalf of Owner and in the name of Nominee (or as directed by Owner), a cancellation of any Lease, provided that Manager, at or about the time of such cancellation, executes (as permitted by the provisions hereof [including, without limitation, compliance with the Leasing Plan included with the Approved Annual Budget]) one or more new Leases for substantially all of the space which was subject to such canceled Lease. Manager shall, without the prior written consent of Owner, have the right to execute on behalf of Owner and in the name of Nominee (or as directed by Owner), an amendment to any Lease which, if such Lease, as amended, were anew Lease, Manager could execute on behalf of Owner without the prior written consent of Owner. Copies of each Lease shall be delivered to Owner by the Manager within 10 days after its execution. If any Lease, operating agreement between or other document or instrument affecting the relevant landlord and Center requires the applicable tenant named therein with respect consent of a third party to the applicable leasehold interesta proposed Lease, Manager will not, without Owner's prior written consent, in each instance, execute such proposed Lease without obtaining such third-party consent. Except as Each Lease will set forth in the Delinquency Report, expressly any provision required 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 same 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 provisions of the date of this Agreementair rights or other leases or subleases governing, (i) such Seller has not received from time to time, the Center or any written notice from part thereof. Manager shall perform, or cause to be performed, any necessary tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) coordination services with respect to Sellers’ Knowledge, there exists no default by any tenant under any such Leaselease. Such Seller has not received any Lease Termination Payments as of the date hereofWithout Owner's prior written consent, except as set forth on Schedule 3.2(c)(iii) attached hereto.Manager may hire brokers and other

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) 2.11 attached hereto or stated on Schedule 3.2(n) attached heretosets forth a true, correct 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 complete list as of the date hereof of this Agreementall leases of real property, Fixed Rent identifying separately each ground lease, to which BSA is a party (the "Leases") and Additional Rent are currently being collected any and all capital expenditures made or committed or agreed to be made under such Leases without offsetany of the Leases. True, counterclaim or deduction. Such Seller has made available to the Buyer 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. BSA enjoys peaceful and undisturbed possession under all such Leases. The Leases are in full force and effect, are binding and enforceable against BSA and, to the Seller's knowledge, each of the other parties thereto, in accordance with their respective terms and, except as applicableset forth on Schedule 2.11, 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)(i) 2.11 attached hereto, all tenant improvements and other construction work to be performed by there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default. Neither the Seller under such Leases have been completed. There are no tenant inducement costs nor BSA has received notice of any violation of any applicable zoning ordinance, building code, use or occupancy restriction or any condemnation action or proceeding with respect to any of the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in premises under 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 2.12 Change in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property Financial Condition and listed on Schedule B attached heretoAssets. Except as set forth on Schedule 3.2(c)(ii) 2.12 attached hereto hereto, since the Balance Sheet Date, there has been no material adverse change in any of the Assets or any assets of BSA or BSG used in the Business or in the Delinquency Reportcondition, as financial or otherwise, 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 LeaseBusiness. Such Seller has not received any Lease Termination Payments as of Without limiting the date hereofforegoing, except as set forth on Schedule 3.2(c)(iii2.12, since the Balance Sheet Date, (a) attached neither BSA nor BSG has: (i) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities, liabilities under contracts entered into and borrowings under banking facilities disclosed in the Schedules hereto., all of which were in the ordinary course of business and consistent with past practice; (ii) discharged or satisfied any Encumbrance or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Current Balance Sheet (including regularly scheduled payments (but not prepayments) of long-term debt) and current liabilities incurred since the Balance Sheet Date in the ordinary course of the Business and consistent with past practice; (iii) failed to pay or discharge when due its liabilities or obligations; (iv) mortgaged, pledged or subjected to an Encumbrance any of its assets, tangible or intangible; (v) sold, assigned or transferred any of its tangible assets except for the sale of inventory in the ordinary course of the Business consistent with past practice, canceled any debt or claim, or waived any right of substantial value whether or not in the ordinary course of the Business; (vi) sold, assigned, transferred or granted any license with respect to any Intangible Property; (vii) suffered any material damage or destruction whether or not covered by insurance; (viii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000; (ix) received notice or had knowledge of any actual or threatened labor trouble or strike or union organizing effort; (x) suffered any loss or received written notice of any threatened loss of any of its customers or suppliers disclosed pursuant to Sections 2.19 and 2.20; (xi) granted any severance or termination pay or increased any compensation or benefits payable to or entered into or modified any employment, deferred compensation or other similar plan, agreement or arrangement with any of its directors, officers, employees, independent contractors or consultants; (xii) made any material change in the manner of its business or operations, including without limitation any change in the manner or rate of A-10 17 billxxxx xx collections; (xiii) made any material change in any method of accounting or accounting practice; (xiv) declared, set aside or paid any dividend or made any distribution on any shares of its capital stock (whether in cash or in kind), or issued, sold, redeemed, purchased or acquired any shares (including any options, warrants or other rights with respect thereto) of its capital stock; (xv) entered into any transaction except in the ordinary course of the Business and consistent with past practice or as otherwise contemplated hereby; or (xvi) entered into any commitment (contingent or otherwise) to do any of the foregoing; and (b) the Seller has not taken any of the foregoing actions or suffered any of the foregoing events, in each case with respect to the Business, except as otherwise contemplated hereby. 2.13

Leases. Such Seller has made available Attached hereto as Exhibit B is a complete, true and correct list of all Leases, and true and correct copies of all such Leases have been delivered to Purchaser prior to the Buyer execution of this Agreement. Except for the Leases referenced on the list of Leases attached hereto as Exhibit B and leases, licenses and amendments or other occupancy agreements (including which may be entered into by Seller pursuant to Section 7.1 hereof, there are no leases, rental agreements, licenses, license agreements or other occupancy agreements with tenants in effect which will affect the Property after Closing. To Seller’s knowledge, each Lease is in full force and effect in accordance with its terms, and no rent has been paid more than one month in advance. To Seller’s knowledge, except as may be described in Schedule 6.1.7 attached hereto, there exists no default by Seller or any tenant under any of the Leases. To Seller’s knowledge, Exhibit B-2 hereto identifies all amendments, modifications and supplements thereto) outstanding leasing commissions payable with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are Leases, and no leases, subleases, licenses other brokerage or leasing commissions or other occupancy agreements to which such Seller compensation is a party for all due 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 payable with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as or on account 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) attached hereto, all tenant improvements Schedules 9.5.6-1 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 9.5.6-2 and in the Leases. No party , (i) to Seller’s knowledge, no tenant is entitled to any concession, rebate, tenant improvement allowance, period of free occupancy, or period free of rent under its Lease or any other agreement with Seller, and (ii) to Seller’s knowledge, each tenant has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “accepted the premises covered by its Lease Options”), except those Tenants relating to the Lease Options referenced and is in Section 14.28 below, relating to the purchase of all or a portion possession of such Seller’s Property and listed on Schedule B attached heretopremises in accordance with its Lease. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency ReportSchedules 9.5.6-1 and 9.5.6-2, as to Seller’s knowledge all initial construction and installation work required 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 the Leases has been fully performed, paid for, and (ii) accepted by each tenant. Attached hereto as Exhibit B-3 is a true and complete list of all amounts actually billed by Seller to Sellers’ Knowledgetenants under Leases for the month of October, 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 hereto2006.

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 concessions or other occupancy agreements in effect with respect to which such Seller is a party for all or any portion of such Seller’s Property, the Real Property other than the Leases listed on the Rent Roll attached as SCHEDULE 3.13; and SCHEDULE 3.13 attached hereto is a complete and correct list of all Leases in effect on the date of this Agreement. Neither Xxxxxxxx nor the Partnerships has sent out any written notice of any default to any tenant under any Lease which has not been cured, except as set forth on Schedule 3.2(c) attached heretoSCHEDULE 3.13. Such To Xxxxxxxx' knowledge, each of the Partnerships has performed all obligations required of it under all of the Leases (i) have and there remain no unfulfilled obligations of any of the Partnerships under the Leases, the nonperformance of which could entitle a tenant to damages under such Lease or could cause any of the Partnerships to be in default under such Lease. Except as shown on SCHEDULE 3.13, no tenant has given written notice to any of the Partnerships of its intention to institute litigation with respect to any Lease that has not been amendeddismissed, supplemented and Xxxxxxxx has not been served with a citation notifying any of the Partnerships of any litigation with respect to any Lease that has not been dismissed. None of the Leases and none of the rents or otherwise modified other amounts payable thereunder have been assigned, pledged or encumbered except as disclosed in for (a) any assignments, pledges or encumbrances which will be fully released on or before the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoClosing Date, and (iib) contain the entire agreement between Existing Liens. The Rent Roll is true, correct and complete in all material respects as of the relevant landlord and date shown in the applicable tenant named therein Rent Roll and, to Xxxxxxxx' knowledge, there has been no material adverse change with respect to any of the applicable leasehold interest. Except as set forth in items shown on the Delinquency Report, Rent Roll during the period from the date thereof 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 heretoshown thereon.

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 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 (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.

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 (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 has made available Borrower represents and warrants to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) Lender with respect to the Properties Leases that, except as described disclosed on the schedule of exceptions attached hereto as Schedule 3.2(cII: (a) the rent roll attached hereto. There are no leaseshereto as Schedule II is true, subleases, licenses or other occupancy agreements complete and correct in all material respects and the Property is not subject to which such Seller is a party for all or any portion of such Seller’s Property, Leases other than the Leases set forth described in Schedule II (provided, however, that Schedule II does not list any amendments, modification or assignments to any Lease or any subleases or subsubleases), (b) the Leases identified on Schedule 3.2(cII are in full force and effect and there are no defaults thereunder by Borrower, or to Borrower’s knowledge, any other party, (c) attached hereto. Such the copies of the Leases delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto, (id) have not been amended, supplemented or otherwise modified except as disclosed in any tenant estoppel delivered to Lender in connection with 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 closing of the date Loan, no Rent (including security deposits) has been paid more than one (1) month in advance of this Agreementits due date, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available (e) except as disclosed in any tenant estoppel delivered to Lender in connection with the Buyer true and complete copies closing of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretoLoan, all tenant improvements and other construction work to be performed by such Seller Borrower under such Leases have each Lease has been completed. There are no tenant inducement costs with respect to performed as required and has been accepted by the Leases of such Seller’s Transferred Assets or any renewal thereof applicable Tenant, (f) except as may be set forth disclosed in any tenant estoppel 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 (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 closing of the date Loan, any payments, free rent, partial rent, rebate of this Agreementrent or other payments, (i) credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by 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 Tenant and (iig) 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 heretoall security deposits are being held in accordance with Legal Requirements.

Leases. Such Seller has made available to the Buyer Schedule 6(a)(5) sets forth a list of the leases, licenses tenants, and occupancy agreements all contracts (including all amendmentsservice, modifications maintenance, and supplements theretowarranty contracts) that apply to the properties that comprise the Property, which, to Seller’s Knowledge, is true and correct and complete list of such leases and contracts as of the date of such schedule. To Seller’s Knowledge, except as scheduled in Schedule 6(a)(5), neither Seller nor any other party is in default with respect to any of its obligations or liabilities pertaining to the Properties as described on Schedule 3.2(c) attached heretoLeases. There To Seller’s Knowledge, other than the Leases and any other matters disclosed in the Title Report, there are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or is bound affecting 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 which will be in force on Schedule 3.2(c)(iiithe Closing Date. Seller has delivered or made available at the Property, true and correct copies of the Leases to Buyer. No lessee under any Lease has any right of first refusal or option to purchase the property that is the subject of their Lease. With respect to any Property identified on Exhibit A-1 and Exhibit A-2, if any Lease expires and is extended or renewed, or if Seller elects to sign a new Lease, during the period this Agreement is in effect, then such new Lease must be submitted to Buyer for review and approval (which shall not be unreasonably withheld or delayed), may not have a term shorter than one year, and may not include any free rent period or cancellation right on the part of the tenant, unless such terms are approved by Buyer in writing. Any Lease that Seller submits to Buyer and is not rejected within five (5) attached heretodays of transmission to Buyer shall be deemed approved, provided such Lease contains no right of first refusal or option, has a term of not less than one year, contains no free rent provision, and is not cancellable by tenant absent a default by Landlord.

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 The Property is not subject to any Lease other than the Leases described in Schedule II attached hereto and made a part hereof. The Property is not subject to one or more subleases unless any such Sublease has made available been disclosed to Lender and is listed on Schedule II, which list with respect to such Subleases has been prepared based on the actual knowledge of Borrower, attached hereto or set forth on Schedule B of the Title Insurance Policy (“Subleases”). Each Tenant is currently operating its business within the Improvements demised thereby. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases or the Subleases. The Leases are in full force and effect and, licenses except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material defaults thereunder by either party and occupancy agreements there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder (except for defaults which have been summarized on Schedule II attached hereto). The copy of Leases and any related guaranty (including all amendmentsamendments thereof) delivered to Lender is accurate, modifications true and supplements thereto) complete, and there are no oral agreements or additional amendments or other agreements with respect to the Properties as described thereto. No Rent (other than security deposits, if any, listed on Schedule 3.2(c) II attached hereto) has been paid more than one (1) month in advance of its due date. Except as may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under the Leases has been performed as required in the Leases and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord under the Leases to any tenant has already been received by such tenant. There are has been no leasesprior sale, subleasestransfer or assignment (other than to Borrower and Lender), licenses hypothecation or pledge of the Leases or of the Rents received therein which is still in effect (other occupancy agreements to than assignments, hypothecations or pledges which such Seller is a party for may have been made by the tenants under the Leases). To Borrower’s actual knowledge, except as listed on Schedule II, no Tenant has assigned its Lease or sublet all or any portion of such Seller’s Property, the premises demised thereby (other than pursuant to the Leases set forth Subleases), Freeport does not hold its leased premises under assignment or sublease, nor does anyone except Freeport and its employees and subtenants occupy such leased premises. No Tenant has a right or option pursuant to its Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part (other than rights of first refusal or rights of first offer described in the applicable Lease delivered to Lender prior to the date hereof, which are listed in Schedule II). No Tenant has any right or option for additional space in the Improvements except as disclosed on Schedule 3.2(c) attached heretoII. Such Leases (i) have not been amended, supplemented or otherwise modified To Borrower’s actual knowledge and except as disclosed in any environmental reports delivered to Lender in connection with the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoLoan, 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 no Hazardous Substances have been completed. There are no tenant inducement costs with respect to disposed, stored or treated by any Tenant under the Leases on or about the Property nor does Borrower have ‑49 ‑ any actual knowledge of such Sellerany Tenant’s Transferred Assets intention to use the Property for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product 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”)Hazardous Substances, except those Tenants relating to the Lease Options referenced in Section 14.28 beloweither event, 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 heretocompliance with applicable Environmental Laws.

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 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 is the lessor or landlord or the successor lessor or landlord under the Leases. Seller has made available to the Buyer the leasesdelivered true, licenses correct and occupancy agreements (complete copies of each Lease, including all amendmentsamendments thereto, 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 interestBuyer. Except as set forth on the Lease Schedule, there are no parties in possession of any Project, the Delinquency ReportProperty or any portion thereof, to Sellers’ Knowledge as of except for the date of this Agreement, Fixed Rent and Additional Rent are currently being collected tenants under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, . There are no other leases or occupancy agreements to which Seller is a party affecting the Property or any Project other than the Leases as applicableset forth on the Lease Schedule. Except as set forth on Schedule 3.2(c)(iS-5.1(h), Seller has received no written notice of any intention by any tenant under a Lease to (i) attached heretocancel or terminate the same or (ii) vacate all or any portion of such tenant's leased premises. To the extent that any of the Leases call for security, such security remains on deposit with Seller in accordance with all Applicable Laws and has not been applied towards any payment due under said Leases except as set forth on Schedule S-5.1(h). Except as set forth in Schedule 5.1(h), Seller has not received any advance rent or advance compensation under any of said Leases in excess of one month. To Seller's Knowledge, no party is in default under any Lease except as set forth on Schedule S-5.1(h). To Seller's Knowledge, Seller has performed all obligations required of it under all of the Leases and there remain no unfulfilled obligations of Seller under the Leases, the nonperformance of which could entitle a tenant improvements and other construction work to damages under such Lease or could cause Seller to be performed by such Seller in default under such Leases have Lease. Except as shown on the Lease Schedule, (i) no Lease has been completed. There are modified, altered or amended in any respect, (ii) no tenant inducement costs has the right to cancel or terminate its lease, to renew or extend its lease, or to expand or contract the leased premises covered thereby and (iii) no tenant has any interest in the Property other than the leasehold possessory interest set forth in such tenant's lease. Except as shown on Schedule S-5.1(h), no tenant has given written notice to Seller of (x) its intention to institute any Claim with respect to any Lease and (y) any dispute regarding any CAM Charges billed to such tenant. Except as set forth on the Lease Schedule or Schedule S-5.1(h), no tenant or occupant is entitled to any rebates, allowances, concessions, free rent or rent abatement for any period after the consummation of the transaction contemplated hereby. To Seller's Knowledge, each of the Leases is valid and subsisting and in full force and effect in accordance with its terms and constitutes the legal, valid, binding and enforceable obligation of the tenant thereunder. To Seller's Knowledge, each tenant has accepted the premises covered by its Lease and is in possession of such Seller’s Transferred Assets or any renewal thereof except premises in accordance with its Lease. Except as may be set forth in on the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter Lease Schedule or similar right under such Leases (collectively, “Lease Options”Schedule S-5.1(h), except those Tenants relating to all initial installation work, if any, required of Seller has been fully performed, paid for and accepted by 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 heretotenant. Except as set forth on Schedule 3.2(c)(ii) attached hereto S-5.1(h), to Seller's Knowledge, no tenant has any pending Claim, offsets or counterclaims against Seller which, if successfully asserted, would reduce the rent payable under such tenant's lease or result in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from cancellation or termination thereof. There are no unperformed obligations to provide any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledgewith any work and/or services, there exists no default by including, without limitation, painting, repair, alteration, carpeting, appliances or other equipment or work of any tenant kind 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 heretoS-5.1(h). All of the Leases are the result of arms-length negotiations between the parties thereto. To Seller's Knowledge, none of the rents or other charges billed to, or collected from, any tenant under the Leases violates any Applicable Laws to which Seller is subject. None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered by Seller except for any assignments, pledges or encumbrances which will be fully released on or before the Closing Date.

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 A list of all of the tenants that are a party to the Leases in effect on the date of this Agreement is attached hereto as Schedule 3. To Seller's knowledge, Seller has made available delivered to Purchaser a true and correct copy of each of the Buyer the leases, licenses and occupancy agreements Leases (including all amendments, amendments and modifications and supplements thereto) with respect to in effect on the Properties as described on Schedule 3.2(c) attached hereto. There date of this Agreement that are in the possession of Seller or of Seller's property manager, LPC Commercial Services, Inc. ("LPC"), and there are no leases, subleases, licenses or other occupancy agreements to which such unwritten understandings between Seller is a party for all or and any portion tenant under any of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedwhich vary in any material manner the obligations of Seller or such tenant under its Lease, supplemented or otherwise modified all except as disclosed in this Agreement or in the documents referenced Property information delivered to Purchaser on or before the date hereof and listed on Schedule 3.2(c9 attached hereto. Seller is, or as of the Closing Date will be, the sole owner and holder of the lessor's interest under each of the Leases. No base rent or estimated monthly payment of Additional Rents (hereinafter defined in Subsection 9(d)(iii)) attached hereto has been paid by any tenant under its Lease for more than thirty (30) days in advance of its due date under the Lease, except as disclosed in this Agreement or stated in the Property information delivered to Purchaser on or before the date hereof and listed on Schedule 3.2(n) 9 attached hereto, and (ii) contain . Seller has not sent during 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 twelve-month period preceding 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 Agreement any written notice from any tenant under a Lease claiming landlord is in of 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, which default remains uncured, except with respect to those matters listed on Schedule 2. Such Seller has not received To Seller's knowledge, there are no unpaid commissions currently owed or payable in the future to any Lease Termination Payments as broker under the Leases, except for those disclosed in any of the date hereof, except as set forth Leases or listed on Schedule 3.2(c)(iii) 5 attached hereto.

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 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 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 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 As of the date of this AgreementAgreement there are no Residency Agreements or other Leases other than those described on the Rent Roll. The Rent Roll is true, Fixed Rent accurate and Additional Rent are currently being collected under such Leases without offsetcomplete in all material respects as of the date hereof, counterclaim or deduction. Such Seller has made available to the Buyer true and true, accurate and complete copies of the Leases, as applicableResidency Agreements and all guaranties and other documents relating thereto have been made available to Buyer. 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 otherwise specifically 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 Rent Roll: (collectively, “Lease Options”), except those Tenants relating a) to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property knowledge, the Leases are in full force and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iieffect and none of them has been modified, amended or extended; 20 (b) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not sent written notice to any Resident or Tenant of the Community under a Lease, or received any written notice from any tenant under a Lease such Resident or Tenant, claiming landlord that such Resident or Tenant, or Seller, as the case may be, is in default, which default in its obligations as landlord under such Lease and remains uncured; (iic) to Sellers’ Knowledge, there exists are no default by any tenant Security Deposits or other deposits under any such Lease. Such Seller has not received Leases other than those set forth in the Rent Roll; (d) no leasing commission shall be due for any Lease Termination Payments as of period subsequent to the date hereofClosing other than for lease extensions, expansions or renewals exercised after the Closing, which commissions shall be paid by Buyer; (e) except as set forth on Schedule 3.2(c)(iiithe Rent Roll: (i) attached hereto.no Resident has paid any rent for more than one (1) month in advance; (ii) no Resident has any right of first refusal, option or other preferential right to purchase the Property or any portion thereof or any interest therein; and (iii) Seller has not received written notice that there are any subtenants of any Resident under any Residency Agreement; and (f) all conditions to be satisfied by Seller under the Leases have been completed, including, but not limited to, completion of any tenant improvement work or other improvements under the Leases, in accordance with applicable plans and specifications and within the time periods set forth in the Leases; and payment of any unreimbursed expenses including, but not limited to, capital expense reimbursements. 7.1.12

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 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 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 All Existing Leases have been Disclosed to the Buyer Purchaser prior to the date of this Deed. The list of Existing Leases set out in the PRC Legal Opinion is a complete list of all leases, licenses and occupancy agreements sub-leases, tenancy agreements, sub-tenancy agreements, licences, sub-licences or other letters or documents (including all amendments, modifications any variations and supplements options for extension relating thereto) with respect giving any person a right to use, possess or occupy any part of the Properties Changsha Property, or to which a member of the Group is a party in the capacity of a landlord, tenant, lessee or licensee, as described on Schedule 3.2(c) attached heretoat the date of this Deed. There are no leasescollateral agreements, subleasesassurances, licenses arrangements or undertakings, side-letters and other occupancy agreements documents relating to which such Seller is a party for all or any portion the terms of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) transactions which are valid and have not been amended, supplemented or otherwise modified except as disclosed provided to the Purchaser. Each of the Leases constitutes valid and legally binding obligations between the parties thereto and is in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretofull force and effect. There has been, and (ii) contain there is, no breach of any of the entire agreement between Leases and no event has occurred which has given rise to any cause or grounds for any tenant to lawfully terminate the relevant landlord Lease 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)(iChangsha Company (PRC) 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 of termination from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such or any indication from any tenant that it desires to terminate the relevant Lease and there is no unresolved ongoing dispute between Changsha Company (iiPRC) to Sellers’ Knowledge, there exists no default by and any tenant under which may give or has given rise to any such LeaseMaterial Adverse Change. Such Seller There is no litigation or legal proceedings instituted by Changsha Company (PRC) or threatened by Changsha Company (PRC) in writing relating to any of the Leases or the tenant thereunder which may give or has given rise to any Material Adverse Change. There has been, and there is, no breach of any of the Leases and no event has occurred which has given rise to any cause or grounds for any tenant to lawfully terminate the relevant Leases and Changsha Company (PRC) has not received any notice of termination from any tenant and there is no unresolved ongoing dispute between Changsha Company (PRC) and any tenant which may give or has given rise to any Material Adverse Change. The rent set out in each Existing Lease Termination Payments is the current rent payable by the tenant thereof. All rent, fees or other payments payable under the Existing Leases have been duly paid as and when due. No key or construction money or premium or payments of a similar nature has been paid to or agreed with Changsha Company (PRC) in connection with any Existing Lease. Apart from the rental deposits and/or corporate guarantees as specified in the Existing Leases, no deposit or other security whatsoever for the performance of obligations under any Existing Lease has been received by Changsha Company (PRC) for any Existing Lease, and no rental deposits under any of the date hereofExisting Leases has been deducted and no payment has been made under any guarantee provided under any of the Existing Leases. All (if any) material consents required for the grant of the Existing Leases have been obtained before the Existing Lease concerned is entered into. No early termination right has been exercised by Changsha Company (PRC) or any tenant to terminate any Existing Lease prior to the expiration of the relevant term of the Existing Lease which may give or has given rise to any Material Adverse Change. So far as the Seller and Guarantor are aware, except as set forth on Schedule 3.2(c)(iiithere are no circumstances by reason of which any of the Existing Leases will or may be liable to forfeiture before the expiry of the term thereof. No forfeiture proceedings have been taken or are contemplated and no notice, demands or complaints have been served by Changsha Company (PRC) attached heretoin respect of any Existing Lease which is still outstanding.

Leases. Such Copies of all Leases in effect as of the Contract Date (the “Existing Leases”), and all amendments thereto and guaranties thereof, if any, have been furnished by Seller has made available to Purchaser and the Buyer the leases, licenses copies so provided are true and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretocomplete. 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 The Existing Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented modified or otherwise modified terminated (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 for any amendments delivered to Purchaser pursuant to the applicable leasehold interestpreceding sentence). 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 To 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 Reportknowledge, as of the date of this Agreement, (ia) such Seller has not received any written notice from any other than the Existing Leases, there are no Leases affecting the Property under which the owner of the Property is landlord and (b) other than as set forth in the Leases and/or the Brokerage Agreements (hereinafter defined), there are no agreements pursuant to which leasing commissions and tenant under a Lease claiming landlord is in default in its obligations as improvement allowances or concessions are currently outstanding and currently payable by the landlord under such Lease Leases. To Seller’s knowledge, (i) the Existing Leases are presently in full force and effect without any default thereunder by the applicable tenant; (ii) no tenant has prepaid rent by more than 30 days in advance; (iii) all tenant improvements that Seller, as landlord, is obligated to Sellers’ Knowledgecomplete, there exists prior to the date hereof and pursuant to any Existing Lease, have been completed and accepted by the applicable tenant; (iv) no tenant improvement allowances, free rent or other tenant inducements remain outstanding and unpaid; and (v) no tenant has notified Seller, as landlord, in writing, of any default by any tenant under any such Lease. Such Seller has not received any pursuant to an Existing Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretothat remains uncured.