Common use of Tenant Leases Clause in Contracts

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As Schedule 9.1(v) sets forth a true, correct and complete rent roll with respect to the Tenant Leases. True, correct and complete copies of all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the Property Owner is entire agreement between the lessor or landlord or applicable Seller and the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments datesapplicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the Lease Schedule/Rent Rollknowledge of Sellers, each of the Tenant Leases are is in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in on the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as terms set forth in therein; (ii) to the Lease Schedule/Rent Rollknowledge of Sellers, there are no other leases defaults or occupancy agreements circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to which Property Owner the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the Company is a party affecting the Propertyperformance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no rents under Seller has any of the present or future obligation to pay any lease commissions with respect to any Tenant Leases Lease and all such lease commissions have been prepaid for more than one monthpaid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and there are no arrears Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the connection with any Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Lease.

Tenant Leases. As All existing Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the Effective Date, exception of that certain lease with Motherhood Maternity at the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant LeasesFinger Lakes Property. The Lease Schedule/Rent Roll is true, accurate and correct as to the information set forth therein in all material respects with respect to (i) the description as of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as date set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Leasetherein. Except as set forth in the Lease Schedule/Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll, there are no other leases ) any right of possession to the Property or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one monthpart thereof, and there are no arrears other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien except as shown on the Property after ClosingRent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. Property Owner has delivered All Deposits (and a statement as to CBL/OP a true, correct and complete copy whether interest is payable thereon in accordance with the terms of all the applicable Tenant Leases (including all amendments thereto)Lease) are listed in the Rent Roll.

Tenant Leases. As All base rents and other fixed sums paid under the Tenant Leases for the Assets shall be prorated between Buyer and Sellers. All refundable Tenant Deposits held by Sellers under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Purchase Price due from Buyer at Closing. Sellers shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the Effective Dateeffect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Sellers to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Sellers under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before October 1, 2001. Seller shall be credited in escrow with any leasing commissions, attorneys fees for drafting of leases, tenant improvement allowances, or other allowances actually paid by Seller before the Closing Date with respect to of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, after October 1, 2001. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the Property Owner is "Additional Rents") collected by Sellers prior to the lessor Closing Date shall be prorated as of the Closing Date between Buyer and Sellers. As soon as practicable following the Closing, Sellers shall provide Buyer with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or landlord or the successor lessor or landlord before June 30, 2002, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Sellers on or prior to the Company will Closing Date, or payment of which has been deferred until after the Closing Date (the "Arrears"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Sellers and if the lessor Arrears are received by Buyer, Buyer shall pay the Arrears to Sellers after collection by Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or landlord terminate or evict a tenant) to collect or cause to be collected such Arrears following the successor lessor Closing Date. Any and all rents so collected by Buyer following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Sellers. If all or landlord under part of any rents or other charges received by Buyer following the Tenant LeasesClosing are allocable to Sellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Sellers reserves the right to pursue any damages remedy Sellers may have against any tenant with respect to (i) the description of the Tenant Leases; (ii) such Arrears, but shall have no right to Property Owner's knowledge, the identities of the Tenants exercise any other remedy under the Tenant Leases; Lease (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsincluding, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Rollwithout limitation, the Tenant Leases are in full force and effect and have not been modified. There are no written termination or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments theretoeviction).

Tenant Leases. As Seller shall not (unless required under the terms of the Effective DateTenant Lease), without the prior approval of Purchaser, which approval may be withheld or conditioned in Purchaser's sole and absolute discretion, in any respect execute any additional lease affecting the Real Property Owner is or amend, modify or terminate, or waive any rights under, a Tenant Lease. Between the lessor or landlord or the successor lessor or landlord under the Tenant Leases, date of this Agreement and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord Seller shall not consent (unless required under the terms of a Tenant LeasesLease) to any assignment or sublease requested by a Tenant without the prior approval of Purchaser, which approval may not be unreasonably withheld. The Lease Schedule/Rent Roll is trueSeller shall not, accurate without Purchaser's prior written consent (which consent may be withheld or conditioned in Purchaser's sole and correct in all material respects with respect to absolute discretion) (i) the description apply all or any portion of the any Tenant Leases; Security Deposit to any delinquent rentals or to cure any other default under any Tenant Lease, or (ii) to Property Owner's knowledge, the identities accept payment of rentals or other sums due from any Tenant in advance of more than one (1) month of the Tenants due date. Unless required under the terms of such Tenant Leases; Lease, Seller shall not renew or extend a Tenant Lease, between the date of this Agreement and the Closing Date, without the prior approval of Purchaser, which approval may not be unreasonably withheld. Unless requested under the terms of such Tenant Lease, after the date which is five (iii5) the space occupied by the Tenants; (iv) business days prior to the expiration dates of the Inspection Period, Seller shall not renew or extend a Tenant Leases; Lease without the prior approval of Purchaser, which may be withheld by Purchaser in its sole and absolute discretion. Purchaser must respond to a request by Seller for the approval by Purchaser of a proposed extension or renewal within two (v2) business days of the monthly base request by Seller for such approval. If Purchaser does not respond to Seller's request for approval within such two (2) business day period, then the proposed renewal or extension shall be deemed approved by Purchaser. The foregoing notwithstanding, Seller, without the consent of Purchaser, shall have the right (a) to enter into a new Tenant Lease for the unleased space in the Condominium Units, using Seller's standard form lease at the rental payable thereunder; (vi) unpaid rates acceptable to Purchaser and in accordance with the Leasing Costs; (vii) commissions; (viii) the Tenant Security DepositsCriteria set forth in Exhibit U hereof, and (ixb) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the to amend Tenant Leases are in full force for such adjustments as Seller deems reasonable and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in prudent to accommodate the Tenant Leases. To Property Owner's knowledge, none substantial completion of the tenant fit-up required under such leases and the actual rent commencement date of such leases, provided, however, such amendments do not adversely affect the obligations of Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in pay rent from and after the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Date.

Tenant Leases. As Attached hereto as Schedule 3.1(n) is a list of all outstanding leases or agreements to which the Company (acting on its own) or, to the Knowledge of the Effective DateTransferors, the Property Owner is the lessor or landlord Operator or the successor lessor Company (where the Operator has acted as agent for the Company) is a party, pursuant to which any person occupies, or landlord under has the right to occupy, space in the Project, other than subleases or agreements of lessees to which the Company is not a party and other than the rights of transient guests in connection with any hotel room or convention/meeting space booking or reservation, including all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into after the date hereof with the consent of the Purchaser pursuant to Article 6 are referred to collectively as the “Tenant Leases, ”). The Transferors have delivered to the Partnership true and as correct copies of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (iExcept as shown on Schedule 3.1(n) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except or as set forth in the Tenant Leases or in any commission agreements listed on a Schedule to this Agreement, to the Lease Schedule/Rent Roll, Knowledge of the Transferors: (a) the Tenant Leases are in full force and effect and have not been modified. There there are no written defaults under the Tenant Leases which could reasonably be expected to have a Project Material Adverse Effect; (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases, and all rents due to date have been paid on the Tenant Leases; (c) there are no brokerage commissions or oral promises, understandings fees due now or commitments between Property Owner and payable in the future in connection with the Tenant Leases (other than any Tenant Leases that are approved by the Partnership in accordance with the terms hereof); (d) all of the landlord’s concessions under the Tenant Leases (other than those contained any Tenant Leases that are approved by the Partnership in accordance with the terms hereof) have been paid and performed in full (other than any unexpired rent abatement set forth in the Tenant Leases. To Property Owner's knowledge); and (e) no tenant currently in possession has notified the Transferors of any material, none uncured defect or alleged defects in its premises or the common areas of the Tenants have asserted Project which remains uncured. In the event any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there such notices are no other leases or occupancy agreements to which Property Owner or received by the Company is a party affecting between the Propertydate of this Agreement and Closing, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant copies thereof shall be furnished to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Partnership.

Tenant Leases. As of Except for any other leases which may be approved in writing by Buyer after the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under Tenant Leases described in EXHIBIT N constitute all of the Tenant Leases, and as Leases (other than room occupancy in the ordinary course of business for the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct Hotel) currently in all material respects effect with respect to (i) the description of the Tenant Leases; (ii) to Property OwnerProperty. To Seller's knowledge, the identities of the Tenants under the each Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are is in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except free from default except as set forth in EXHIBIT O. To Seller's knowledge, Seller has no outstanding obligations for the Lease Schedule/Rent Rollperformance of tenant improvement work or for the payment of any costs associated with any of the Tenant Leases, no leasing or brokerage fees or commissions are or shall become due owing to any person after the Closing with respect to the Tenant Leases, and there are no security deposits or prepaid rents under any of the Tenant Leases except as set forth on EXHIBIT O. Seller warrants to Buyer as follows: (i) that other than the Tenant Leases and any occupancy rights of guests registered in the Hotel on the Closing Date, to Seller's knowledge, there are no other leases or occupancy agreements to which affecting the Property Owner or the Company is a party affecting improvements located thereon, and except as set forth in EXHIBIT O, there are no oral or written agreements with anyone, including tenants under the PropertyTenant Leases, with respect to the occupancy of the Property or any portion thereof; and (ii) the Tenant Leases have not been modified, amended or altered in writing or otherwise, and no rents concessions, abatements or adjustments have been granted to tenants under any the Tenant Leases. The copies of the Tenant Leases have been prepaid for more than one month, and there delivered or made available by Seller to Buyer are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (copies, including all amendments thereto).

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Effective DateLand Leases) pursuant to which any person occupies, or has the Property Owner is right to occupy, space in the lessor or landlord or Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (ia) to the description best of Seller's knowledge, there are no defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There effect, there are no written existing events which with the passage of time or oral promises, understandings giving of notice or commitments between Property Owner and any Tenant other than those contained in both could become a default under the Tenant Leases. To Property Owner's knowledge, none and there are no disputes, claims or rights of the Tenants have asserted any defense, set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or counterclaim rights to lease space in the Properties or raised extend any dispute with regard to its tenancy Tenant Leases or its Tenant Lease. Except rights of first refusal or offer for space in the Properties except as set forth in the Lease Schedule/Rent RollTenant Leases, (d) there are no other leases brokerage commissions or occupancy agreements fees due now or payable in the future in connection with the Tenant Leases except as set forth in Exhibit F and Seller agrees to which Property Owner pay all such commissions and fees, (e) all of the landlord's obligations to construct tenant improvements or reimburse the Company is a party affecting the Property, no rents tenants for tenant improvements under any of the Tenant Leases have been prepaid for more paid and performed in full and all concessions (other than one monthany unexpired rent abatement set forth in the Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, and (f) to the best of Seller's knowledge there are no arrears in bankruptcy or insolvency proceedings pending or threatened with respect to any of the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than tenants under the Tenant Leases Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or expansions alleged defect in its premises or renewals the common areas of the Properties. In the event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by CBL/OPSeller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, there are no Leasing Costs for which CBL/OP or the Company then Purchaser may terminate this Agreement (and, in such event, Purchaser shall become liable or that shall constitute be entitled to a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy return of all Tenant Leases (including all amendments theretoits Earnxxx Xxxey).

Tenant Leases. As Except for the 6th Floor Lease, Seller shall not continue to offer the Property for lease after the Date of this Agreement. Seller shall provide Buyer with a copy of any correspondence with any tenant with whom Seller negotiates a 6th Floor LOI or a 6th Floor Lease at least two (2) business days prior to delivering the same to such tenant prospect or its broker and shall make any reasonable changes required by Buyer to any such communication. Seller shall immediately deliver to Buyer a copy of any correspondence received from the tenant prospect or its broker. Seller shall not enter into any new leases (including the 6th Floor Lease) or modifications of existing Tenant Leases nor waive performance of any tenant’s obligations under its lease without Buyer’s written consent, which consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that if Buyer requests changes or does not approve any changes for which Seller requests approval and Seller does not make the requested changes or makes the changes ADDENDUM A disapproved by Buyer then Buyer may elect to terminate this Agreement, the Exxxxxx Money shall be refunded to Buyer and Seller shall reimburse Buyer for its Transaction Costs. Buyer shall notify Seller in writing of its disapproval with an explanation of its objections thereto set forth in reasonable detail within three (3) business days of Buyer’s receipt of a copy of the Effective Dateproposed lease or lease modification, or Buyer shall be deemed to have disapproved the Property Owner is same. If the lessor or landlord or Closing occurs, Buyer shall bear all costs and expenses related to the successor lessor or landlord under tenant improvements set forth on Exhibit K and Seller shall be responsible for all other costs and expenses related to any other tenant improvements as well as all costs and expenses related to the Tenant Leases, any amendments, modifications, extensions, expansions, options or renewals of existing Tenant Leases and as the 6th Floor Lease (including, without limitation, tenant improvement costs, architects’ fees, attorneys’ fees, moving allowances and leasing commissions) and the prorations at Closing shall include an allocation consistent with the foregoing. After the Date of the Closing Datethis Agreement, the Company will be the lessor or landlord or the successor lessor or landlord Seller shall not apply any tenant security deposits to cure delinquencies under any Tenant Leases and shall ensure that each Tenant has paid any sums required under the Tenant Leases. The terms of its Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) maintain the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained security deposit in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to amount required by its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set Schedule 2.2.5 sets forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all the list of the Tenant Leases and rent roll with respect to the Tenant Leases prepared by Seller’s property manager and relied upon by Seller in the ordinary course of its business operations with respect to the Property, and Seller has made available to Purchaser for review a copy of each of the Tenant Leases in Seller’s possession, which are true, correct and complete copies of the Tenant Leases in all material respects. Neither Seller nor, to Seller’s Knowledge, any tenant is in breach or default of any Tenant Leases and Seller has not given nor received any written notice of any breach or default under any of the Tenant Leases which has not been cured. No rents due under any of the Tenant Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Property which shall be satisfied prior to or in connection with the Closing. Except as set forth in Schedule 2.2.5, there are no outstanding Leasing Costs, in each case in connection with the current term of occupancy or any extension thereof of tenants under the Tenant Leases. Except as set forth on Schedule 2.2.5, no rent under any of the Tenant Leases has been prepaid (including except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Tenant Leases and except for prepayments set forth in the Tenant Leases). No tenant has notified Seller in writing of its intent to terminate its Tenant Lease prior to expiration of the term of such Tenant Lease. Prior to Closing, Seller will deliver to Purchaser an updated rent roll signed by a representative of Seller which shall contain updated information prepared by Seller’s property manager, current as of no earlier than five (5) Business Days prior to Closing and shall replace the rent roll attached hereto as part of Schedule 2.2.5 for all amendments thereto)purposes under this Agreement; provided, however, that the foregoing shall in no way limit Purchaser’s rights in the event that the rent roll attached hereto as part of Schedule 2.2.5 is not true, correct and complete as of the date of this Agreement. Seller does not hold any letters of credit or other security under any of the Tenant Leases other than in the form of a cash security deposit.

Tenant Leases. As Attached hereto as Exhibit E is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the Effective Dateright to occupy, space in the Property Owner is Project including all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lessor or landlord or lease documents entered into by Seller after the successor lessor or landlord under date hereof in accordance with the terms of this Agreement, are referred to collectively as the "Tenant Leases, "). Seller has heretofore delivered to Purchaser true and as correct copies of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is trueExcept as shown on such Exhibit, accurate and correct in all material respects with respect to (i) to the description best of Seller's Knowledge, there are no material defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Rolleffect, there are no other leases existing events which with the passage of time or occupancy agreements giving of notice or both would become a material default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (ii) except as shown on such exhibit, there are no security deposits nor any rights to which Property Owner refunds of rents previously paid under the Tenant Leases, and all rents due to date have been paid on the Tenant Leases, (iii) there are no brokerage commissions or fees due now or payable in the Company is a party affecting future in connection with the PropertyTenant Leases, no rents (iv) all of the landlord's concessions under any of the Tenant Leases have been prepaid for more paid and performed in full (other than one monthany unexpired rent abatement set forth in the Tenant Leases), (v) to the best of Seller's Knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and there are no arrears material adverse changes in the payment financial condition of rents for than one monthany such tenants, and (vi) no tenant has notified Seller in writing of any material, uncured defects or alleged defects in its premises or the common areas of the Project. Other than Leasing Costs pursuant to In the Pending Transactions and other than the Tenant Leases or expansions or renewals event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved by CBL/OPClosing, there are no Leasing Costs for which CBL/OP or the Company copies thereof shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered be furnished to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Purchaser.

Tenant Leases. As Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Effective DateLand Leases) pursuant to which any person occupies, or has the Property Owner is right to occupy, space in the lessor or landlord or Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (ia) to the description best of Seller's knowledge, there are no defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There effect, there are no written existing events which with the passage of time or oral promises, understandings giving of notice or commitments between Property Owner and any Tenant other than those contained in both could become a default under the Tenant Leases. To Property Owner's knowledge, none and there are no disputes, claims or rights of the Tenants have asserted any defense, set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or counterclaim rights to lease space in the Properties or raised extend any dispute with regard to its tenancy Tenant Leases or its Tenant Lease. Except rights of first refusal or offer for space in the Properties except as set forth in the Lease Schedule/Rent RollTenant Leases, (d) there are no other leases brokerage commissions or occupancy agreements fees due now or payable in the future in connection with the Tenant Leases except as set forth in Exhibit F and Seller agrees to which Property Owner pay all such commissions and fees, (e) all of the landlord's obligations to construct tenant improvements or reimburse the Company is a party affecting the Property, no rents tenants for tenant improvements under any of the Tenant Leases have been prepaid for more paid and performed in full and all concessions (other than one monthany unexpired rent abatement set forth in the Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, and (f) to the best of Seller's knowledge there are no arrears in bankruptcy or insolvency proceedings pending or threatened with respect to any of the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than tenants under the Tenant Leases Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or expansions alleged defect in its premises or renewals the common areas of the Properties. In the event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by CBL/OPSeller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, there are no Leasing Costs for which CBL/OP or the Company then Purchaser may terminate this Agreement (and, in such event, Purchaser shall become liable or that shall constitute be entitled to a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy return of all Tenant Leases (including all amendments theretoits Xxxxxxx Money).

Tenant Leases. As Schedule 5.1(o) sets forth a true, complete and correct list and description of certain key terms of all Tenant Leases of such Seller (including a description of whether such leases are with respect to tenants who are installed but have not yet begun paying rent, tenants who have begun paying rent but are not yet installed, tenants who have not yet installed and not begun paying rent, and tenants who are installed and have begun paying rent) and specifically identifies all Tenant Leases that are master lease agreements, true, complete and correct copies of all of which have been or will be furnished to Purchaser and its representatives. Except as contained on Schedule 5.1(o): (i) each such Tenant Lease is in full force and effect, has not been modified or amended, is not the Effective Datesubject of any dispute with respect to computation or payment of fees, and no action to revoke, cancel, renegotiate or adversely affect in any manner any such Tenant Lease has been initiated or threatened, and such Seller is in compliance therewith; (ii) the Property Owner is the lessor or landlord or the successor lessor or landlord applicable Seller and any of its Affiliates has performed its obligations under the Tenant Leases, Leases and as of the Closing Date, the Company will be the lessor has not received any written or landlord oral notice from or given any written or oral notice to any tenant that such Seller or the successor lessor or landlord tenant, as the case may be, is in default under the Tenant Leases. The Lease Schedule/Rent Roll or that such tenant is trueentitled to any rent reduction, accurate and correct in all material respects refund, counterclaims or offset or to cancel or terminate or such tenant desires to terminate the applicable Tenant Lease or be released from any of its obligations under a Tenant Lease; (iii) there are no monetary or other defaults or any events that have occurred that with respect to (i) notice or the description lapse of time would constitute a default by any tenants or the applicable Seller under any such Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates no rent under a Tenant Lease has been paid to Sellers more than one (1) month in advance of the Tenant Leasesits due date; (v) no tenant has the monthly base rental payable thereunderright to be installed or is actually installed at a Property without the obligation to pay rent for any period of time other than customary rent abatements due to casualty or condemnation events; (vi) unpaid Leasing Costsno term of a Tenant Lease will exceed the term of the Ground Lease for the corresponding Property, provided all renewal terms of the applicable Ground Lease are exercised; and (vii) commissions; (viii) as of the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and applicable Closing there will be no ROFRs that have not expired, terminated or been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)irrevocably waived.

Tenant Leases. As The Tenant Leases listed on Exhibit E attached hereto are the only leases, licenses and occupancy agreements affecting the Office Condominium as of the Effective DateAgreement Date in which Assignor holds the lessor's, licensor's or grantor's interest and, with the exception of the Development Lease (Office Condominium) and (a) there are no other leases, licenses or occupancy agreements affecting the Office Condominium (other than subleases, licenses or occupancy agreements which may have been entered into by the Tenants if permitted under such Tenant Leases); (b) Assignor has made copies of all Tenant Leases available to Assignee, which copies are, to Assignor’s actual knowledge, true, complete and correct in all material respects, and to Assignor’s actual knowledge, the Property Owner is Tenant Leases represents the entire agreement between Assignor and such Tenants with respect to the Office Condominium; (c) as of the date hereof, to Assignor’s actual knowledge, Assignor, as lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as has not received any written notice of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord any default by Assignor under the Tenant Leases. The Leases which has not been cured, nor has Assignor delivered written notice to any Tenant of any default by any such Tenant under the Tenant Leases which has not been cured; (d) to Assignor’s actual knowledge, Assignor has not received any written notice from any Tenant asserting any defense, offset or claim against, rent or additional rent payable by such Tenant under its Tenant Lease Schedule/Rent Roll is trueor right to cancel or terminate its Tenant Lease, accurate which has not been cured; (e) there are no tenant improvement allowances or landlord’s contributions due and correct payable by Assignor under the Tenant Leases or outstanding work to be performed by Assignor under the Tenant Leases (excepting, in all material respects with respect each case, any of the foregoing that may become due and payable or be required to (i) be performed after the description date hereof pursuant to the terms of the Tenant Leases); (iif) to Property Owner's Assignor’s actual knowledge, the identities of the Tenants under the no Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are is in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents rent for than one month. Other than Leasing Costs pursuant to any period in excess of thirty (30) days; (g) the Pending Transactions and other than rent roll for the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a Office Condominium attached hereto as Exhibit F-9 is true, correct and complete copy of in all Tenant Leases (including all amendments thereto)material respects.

Tenant Leases. As Attached hereto as Exhibit G is a list of all outstanding leases or agreements (other than the Effective DateLand Leases) pursuant to which any person occupies, or has the Property Owner is right to occupy, space in the lessor or landlord or Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (ia) to the description best of Seller's knowledge, there are no defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There effect, there are no written existing events which with the passage of time or oral promises, understandings giving of notice or commitments between Property Owner and any Tenant other than those contained in both could become a default under the Tenant Leases. To Property Owner's knowledge, none and there are no disputes, claims or rights of the Tenants have asserted any defense, set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit G, (c) no person has acquired from Seller any options or counterclaim rights to lease space in the Properties or raised extend any dispute with regard to its tenancy Tenant Leases or its Tenant Lease. Except rights of first refusal or offer for space in the Properties except as set forth in the Lease Schedule/Rent RollTenant Leases, (d) there are no other leases brokerage commissions or occupancy agreements fees due now or payable in the future in connection with the Tenant Leases except as set forth in Exhibit G and Seller agrees to which Property Owner pay all such commissions and fees, (e) all of the landlord's obligations to construct tenant improvements or reimburse the Company is a party affecting the Property, no rents tenants for tenant improvements under any of the Tenant Leases have been prepaid for more paid and performed in full and all concessions (other than one monthany unexpired rent abatement set forth in the Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, and (f) to the best of Seller's knowledge there are no arrears in bankruptcy or insolvency proceedings pending or threatened with respect to any of the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than tenants under the Tenant Leases Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or expansions alleged defect in its premises or renewals the common areas of the Properties. In the event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by CBL/OPSeller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, there are no Leasing Costs for which CBL/OP or the Company then Purchaser may terminate this Agreement (and, in such event, Purchaser shall become liable or that shall constitute be entitled to a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy return of all Tenant Leases (including all amendments theretoits Earnxxx Xxxey).

Tenant Leases. As All Rents and collected income for the month of Closing under Tenant Leases in effect on the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and Closing Date shall be prorated as of the Closing Date, . Assignee shall be credited with any Rents and other income collected by Assignor before the Company will be Closing Date but applicable to any period of time from and after the lessor or landlord or Closing Date. Any Rents received by Assignor after the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Closing with respect to (i) time periods from and after the description Closing Date shall be promptly delivered to Assignee. Assignee shall apply Rents from Tenants that are collected after the Closing Date first to the obligations then owing to Assignee for its period of ownership, remitting the balance, if any, to any Rents obligations due Assignor. Notwithstanding the foregoing, to the extent incurred prior to the Closing, Reimbursable Payments shall not be apportioned or adjusted on the Closing Date, shall belong in their entirety to Assignor and shall be retained by Assignor and/or paid over to Assignor by Assignee, as applicable, on an as, if and when collected basis, provided, to the extent a payment is made by a Tenant which is specifically designated as being on account of one or more Reimbursable Payments due to Assignor, by reference to a charge, invoice number or otherwise, then same shall be treated as a Reimbursable Payment, and shall be paid over to Assignor promptly upon receipt thereof. Overage Rent for the calendar year in which the Closing occurs shall be apportioned between Assignor and Assignee as of the Tenant Leases; (ii) to Property Owner's knowledgeClosing Date provided, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsif, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant prior to the Pending Transactions Closing, Assignor shall receive any installment of Overage Rent attributable to Overage Rent for periods from and other than after the Tenant Leases or expansions or renewals between Closing, such sum shall be apportioned at the Effective Date Closing and Closing which have been approved if, after the Closing, Assignee shall receive any installment of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum shall be paid by CBL/OPAssignee to Assignor promptly after Assignee receives payment thereof. If, there are no Leasing Costs after the Closing, Assignor shall receive any installment of Overage Rent attributable to Overage Rent for which CBL/OP or periods after the Company Closing, such sum shall become liable or that shall constitute a lien on the Property be paid by Assignor to Assignee promptly after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Assignor receives payment thereof.

Tenant Leases. As Attached hereto as Exhibit G is a list of all outstanding leases or agreements (other than the Effective DateLand Leases) pursuant to which any person occupies, or has the Property Owner is right to occupy, space in the lessor or landlord or Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (ia) to the description best of Seller's knowledge, there are no defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There effect, there are no written existing events which with the passage of time or oral promises, understandings giving of notice or commitments between Property Owner and any Tenant other than those contained in both could become a default under the Tenant Leases. To Property Owner's knowledge, none and there are no disputes, claims or rights of the Tenants have asserted any defense, set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit G, (c) no person has acquired from Seller any options or counterclaim rights to lease space in the Properties or raised extend any dispute with regard to its tenancy Tenant Leases or its Tenant Lease. Except rights of first refusal or offer for space in the Properties except as set forth in the Lease Schedule/Rent RollTenant Leases, (d) there are no other leases brokerage commissions or occupancy agreements fees due now or payable in the future in connection with the Tenant Leases except as set forth in Exhibit G and Seller agrees to which Property Owner pay all such commissions and fees, (e) all of the landlord's obligations to construct tenant improvements or reimburse the Company is a party affecting the Property, no rents tenants for tenant improvements under any of the Tenant Leases have been prepaid for more paid and performed in full and all concessions (other than one monthany unexpired rent abatement set forth in the Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, and (f) to the best of Seller's knowledge there are no arrears in bankruptcy or insolvency proceedings pending or threatened with respect to any of the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than tenants under the Tenant Leases Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or expansions alleged defect in its premises or renewals the common areas of the Properties. In the event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by CBL/OPSeller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, there are no Leasing Costs for which CBL/OP or the Company then Purchaser may terminate this Agreement (and, in such event, Purchaser shall become liable or that shall constitute be entitled to a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy return of all Tenant Leases (including all amendments theretoits Xxxxxxx Money).

Tenant Leases. As Attached hereto as Exhibit D-1 is a list of all leases and any other licenses and occupancy agreements pursuant to which any person occupies, or has the Effective Dateright to occupy, space in the Property Owner is Project (which leases, agreements and other documents, and all amendments, modifications and supplements thereto, together with the lessor or landlord or lease documents entered into with respect to the successor lessor or landlord under Project after the date hereof pursuant to Section 5 below, are herein referred to collectively as the "Tenant Leases"). Exhibit D-1 also includes a correct (i) list of all security deposits currently being held by Seller in connection with the Tenant Leases, (ii) commencement date and as expiration date for each Tenant Lease, (iii) [intentionally omitted], and (iv) list of the Closing Date, the Company will be the lessor any outstanding (current or landlord future) free rent periods or the successor lessor or landlord under the rent abatements set forth in each Tenant LeasesLease. The Lease Schedule/Rent Roll is Seller has made true, accurate correct and correct in all material respects with respect to (i) the description complete copies of the Tenant Leases; (ii) , together with all correspondence relating to Property Owner's knowledgethe exercise or non-exercise of any rights of first offer to lease, rights of first refusal to lease or similar options, available to Purchaser on the identities of the Tenants under due diligence website created for this transaction. Except for the Tenant Leases; (iii) , Seller has not entered into any other leases or other occupancy agreements affecting the space occupied by the Tenants; (iv) the expiration dates of Project and, to Seller’s knowledge, except for the Tenant Leases; (v) , no other third party has entered into any other leases or other occupancy agreements affecting the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments datesProject. Except as set forth in the Tenants Leases, Seller has not granted any party any option to purchase the Project, rights of first refusal to purchase the Project or any licenses or other similar agreement with respect to the Project. To Seller's actual knowledge, except as shown on Exhibit D-2 attached hereto, there are no defaults under any of the Lease Schedule/Rent Roll, Tenant Leases and the Tenant Leases are in full force and effect and have not been modifiedeffect. There are no written brokerage commissions or oral promises, understandings fees due now or commitments between Property Owner and any Tenant other than those contained payable in the future in connection with the Tenant Leases. To Property Owner's knowledge, none of and all tenant improvement costs and work applicable to the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of current term and space covered by the Tenant Leases have been prepaid for more than one monthpaid completed and paid in full, and there are no arrears except as shown on Exhibit D-3 attached hereto. With respect to the Tenant Lease with STVT-AAI Education, Inc. (the “Ancora Lease”), the Delivery Date (as such terms is defined in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OPAncora Lease) occurred on March 21, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)2019.

Tenant Leases. As Seller has heretofore delivered to Buyer a true, correct, and complete rent roll, dated as of a date not earlier than ten (10) days prior to the Effective Date, for the Property Seller owns (the “Rent Roll”) of annual and monthly rents payable by all tenants under Leases, expiration dates of the Leases, and the amount of security deposit being held by Seller under each Lease, if any; a true copy of the Rent Roll is attached to this Agreement as Exhibit S. Seller has not granted any Tenant any rent concessions or extensions of time not reflected in the Rent Roll beyond reasonable and customary concessions and extensions in the ordinary course of business. Seller has delivered to Buyer true, correct and complete copies of the Leases in effect as of the Effective Date, the Property Owner is the lessor and there are no other agreements (written or landlord oral) in effect which amend in any material respect, or the successor lessor or landlord under the Tenant Leases, and as waive any material right of the Closing DateSeller under, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Unless otherwise specified in the Rent Roll is true, accurate and correct in all material respects with respect to Roll: (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not effect, (ii) no notice of default has been modified. There are no written or oral promises, understandings or commitments between Property Owner and given to any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants which remains uncured and which would have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting Material Adverse Effect on the Property, (iii) to the Seller’s knowledge, no rents under Tenant has any material set off or claim, or defense to the enforcement of the Tenant Leases have been prepaid for more than one monthany Lease, and there (iv) Tenants are no not in arrears in the payment of rents for than one month. Other than Leasing Costs pursuant rent, additional rent or any other charges whatsoever due under any Lease in excess of the lesser of ten percent (10%) of the monthly amount due under the Lease or $10,000 in the aggregate per Tenant, and to Seller’s knowledge, no Tenant is materially in default in the performance of any other obligations of such Tenant under its Lease, (v) no rentals have been prepaid under any of the Leases in excess of thirty (30) days, (vi) Seller currently holds the security deposits (if any) as reflected in the Rent Roll and has not given any credit, refund, or set off against such security deposits to any Person, (vii) there is no material unperformed work required on the part of any landlord under any Lease applicable to the Pending Transactions Property, (viii) no concession or credit has been given to any Tenant which would reduce the rent due to less than that shown on the Rent Roll, and (ix) other than on-site property managers, to Seller’s knowledge there are no Persons using or occupying space in the Property as Tenants other than the Persons specifically named in the Leases. No brokerage or leasing commission or other compensation is or will be due or payable to any firm, corporation or other entity with respect to or on account of the Leases applicable to the Property, except as set forth on the Rent Roll. Seller shall be solely responsible for all such fees and commissions heretofore paid for the current term of a Lease, and Buyer will be solely responsible for all fees and commissions due to any broker periodically after the Closing during the current term (as shown on the Rent Roll) or on any renewal, extension or expansion with regard to a Lease. Seller has not entered into any agreement with any broker or other party that would entitle such broker or party to a commission upon the exercise of any renewal options by any Tenant under the Leases applicable to the Property or expansions by reason of the extension or renewals between renewal of such Leases, except as is disclosed on the Effective Date and Closing which have been approved by CBL/OP, there Rent Roll. There are no Leasing Costs for options or rights of first refusal affecting Seller’s Property, except as set forth on Exhibit K attached hereto, all of which CBL/OP or are the Company shall become liable or that shall constitute a lien on subject of valid and binding waivers entered into by the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy holders of all Tenant Leases (including all amendments thereto)such rights.

Tenant Leases. As Seller shall not, from and after the last day of the Effective DateInspection Period, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) grant any consent or waive any material rights under the description of the Tenant Leases; , (ii) to Property Owner's knowledgeterminate any Lease, the identities of the Tenants under the Tenant Leases; or (iii) enter into a new lease, modify an existing Lease or renew, extend or expand an existing Lease in each case without the prior written approval of Purchaser (an "APPROVED NEW LEASE"), which in each case shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed granted if Purchaser fails to respond to a request for approval within five (5) business days after receipt of the request therefor together with a summary of lease terms and credit information of the proposed tenant. Purchaser has no right to review and approve any Approved New Lease during the Inspection Period, but Seller agrees to furnish Purchaser copies of any Approved New Lease signed during the Inspection Period promptly following receipt thereof. Seller also agrees to promptly furnish Purchaser with copies of any new lease, renewal and expansion proposals given or received by Seller during the Inspection Period. If, during the Inspection Period, Seller receives an offer (the "OFFER") to lease any currently vacant space within the Improvements which Seller is willing to accept, Seller agrees to provide written notice (the "OFFER NOTICE") to Centene setting forth the terms of the Offer, including the space occupied by covered thereby (the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits"OFFER SPACE"), and providing Centene with the right of first refusal (ixthe "ROFR") to lease the Lease/amendments dates. Except as set forth Offer Space on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except same terms as set forth in the Lease Schedule/Rent RollOffer, there are no other leases or occupancy agreements to which Property Owner or but not otherwise. Centene shall have five (5) business days following the Company is a party affecting the Property, no rents under any date of the Tenant Leases have been prepaid for more than one monthOffer Notice within which to elect to exercise the ROFR as to such Offer Space. If Centene exercises the ROFR and unconditionally accepts the Offer within such five (5) business day period, and there are no arrears the existing Centene Lease will be deemed automatically amended to expand Centene's existing premises to include the Offer Space on the terms set forth in the payment of rents for than one month. Other than Leasing Costs pursuant Offer Notice and, if requested by either Seller or Centene, the parties shall promptly execute and deliver an amendment to the Pending Transactions and other than existing Centene Lease expanding Centene's premises to include the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien Offer Space on the Property after Closingterms set forth in the Offer. Property Owner has delivered If Seller fails to CBL/OP receive written notice from Centene exercising the ROFR and unconditionally accepting the Offer within such five (5) business day period, Centene will be deemed to have rejected the Offer and Seller will be free to lease the Offer Space on the terms set forth in the Offer or such other terms as Seller may deem acceptable, as long as the base rental rate is no less than that set forth in the Offer Notice. If Centene fails to exercise the ROFR and Seller thereafter desires to lease the Offer Space at a truerental rate less than that set forth in the Offer Notice, correct and complete copy Seller agrees to provide Centene with an additional Offer Notice (the "REVISED OFFER NOTICE") offering to lease the Offer Space to Centene at such reduced rental rate, which must be unconditionally accepted (or otherwise be deemed rejected) by Centene within two (2) business days following the date of all Tenant Leases (including all amendments thereto)the Revised Offer Notice. THE ROFR DOES NOT COVER OR INCLUDE ANY SPACE WITHIN THE IMPROVEMENTS CURRENTLY LEASED OR OVER WHICH ANY EXISTING TENANT HAS ANY EXPANSION OR OTHER RIGHT WITH RESPECT THERETO. FURTHER, THE ROFR SHALL NOT BE CONSIDERED A PART OF THE CENTENE LEASE AND SHALL AUTOMATICALLY EXPIRE AND BE OF NO FURTHER EFFECT FROM AND AFTER THE DATE THIS AGREEMENT TERMINATES OR OTHERWISE EXPIRES BY ITS TERMS.

Tenant Leases. As All base rents and other fixed sums paid under the Tenant Leases for the Assets shall be prorated between Buyer and Sellers. All refundable Tenant Deposits held by Sellers under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Purchase Price due from Buyer at Closing. Sellers shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the Effective Dateeffect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Sellers to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Sellers under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before October 1, 2001. Seller shall be credited in escrow with any leasing commissions, attorneys fees for drafting of leases, tenant improvement allowances, or other allowances actually paid by Seller before the Closing Date with respect to of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, after October 1, 2001. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the Property Owner is "ADDITIONAL RENTS") collected by Sellers prior to the lessor Closing Date shall be prorated as of the Closing Date between Buyer and Sellers. As soon as practicable following the Closing, Sellers shall provide Buyer with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or landlord or the successor lessor or landlord before June 30, 2002, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Sellers on or prior to the Company will Closing Date, or payment of which has been deferred until after the Closing Date (the "ARREARS"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Sellers and if the lessor Arrears are received by Buyer, Buyer shall pay the Arrears to Sellers after collection by Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or landlord terminate or evict a tenant) to collect or cause to be collected such Arrears following the successor lessor Closing Date. Any and all rents so collected by Buyer following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Sellers. If all or landlord under part of any rents or other charges received by Buyer following the Tenant LeasesClosing are allocable to Sellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Sellers reserves the right to pursue any damages remedy Sellers may have against any tenant with respect to (i) the description of the Tenant Leases; (ii) such Arrears, but shall have no right to Property Owner's knowledge, the identities of the Tenants exercise any other remedy under the Tenant Leases; Lease (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsincluding, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Rollwithout limitation, the Tenant Leases are in full force and effect and have not been modified. There are no written termination or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments theretoeviction).

Tenant Leases. As Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Effective DateLand Lease) pursuant to which any person occupies, or has the Property Owner is right to occupy, space in the lessor or landlord or Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (ia) to the description best of Seller's knowledge, there are no defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There effect, there are no written existing events which with the passage of time or oral promises, understandings giving of notice or commitments between Property Owner and any Tenant other than those contained in both could become a default under the Tenant Leases. To Property Owner's knowledge, none and there are no disputes, claims or rights of the Tenants have asserted any defense, set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or counterclaim rights to lease space in the Properties or raised extend any dispute with regard to its tenancy Tenant Leases or its Tenant Lease. Except rights of first refusal or offer for space in the Properties except as set forth in the Lease Schedule/Rent RollTenant Leases, (d) there are no other leases brokerage commissions or occupancy agreements fees due now or payable in the future in connection with the Tenant Leases except as set forth in Exhibit F and Seller agrees to which Property Owner pay all such commissions and fees, (e) all of the landlord's obligations to construct tenant improvements or reimburse the Company is a party affecting the Property, no rents tenants for tenant improvements under any of the Tenant Leases have been prepaid for more paid and performed in full and all concessions (other than one monthany unexpired rent abatement set forth in the Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, and (f) to the best of Seller's knowledge there are no arrears in bankruptcy or insolvency proceedings pending or threatened with respect to any of the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than tenants under the Tenant Leases Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or expansions alleged defect in its premises or renewals the common areas of the Properties. In the event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by CBL/OPSeller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, there are no Leasing Costs for which CBL/OP or the Company then Purchaser may terminate this Agreement (and, in such event, Purchaser shall become liable or that shall constitute be entitled to a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy return of all Tenant Leases (including all amendments theretoits Xxxxxxx Money).

Tenant Leases. As There are no leases, subleases, occupancies or tenancies in effect pertaining to a Project, except the Tenant Leases (all of which are listed on the Rent Roll(s) attached hereto as Schedule 8.3.2 and included in the Due Diligence Materials together with all guaranties of the Effective DateTenant Lease). To Dunham's knowledge, the Property Owner is the lessor or landlord or the successor lessor or landlord there are no uncured defaults under the Tenant LeasesLeases and no Tenant has asserted, and as of the Closing Dateor has any defense to, the Company will be the lessor offsets or landlord claims against rent payable or the successor lessor or landlord obligations under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in To the Lease Schedule/Rent Rollbest of Dunham's knowledge, there are no other leases or occupancy agreements to which Property Owner or all of the Company is a party affecting the Property, no rents landlord's obligations under any of the Tenant Leases which accrued prior to the Effective Date have been prepaid for more than one monthperformed. Xxxxxx has no reason to believe that any Tenant is or may become unable or unwilling to perform any or all of the Tenant's obligations under its Tenant Lease. All Tenants are in occupancy of their premises under their respective Tenant Leases, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant and, to the Pending Transactions best of Dunham's knowledge, no Tenant intends to abandon its premises or default under its Tenant Lease. To the best of Dunham's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between any Tenant and other than Xxxxxx. All of the improvements to be constructed by Xxxxxx, if any, contemplated under the Tenant Leases or expansions or renewals between the Effective Date as required therein and Closing which in all collateral agreements, plans and specifications respecting same have been approved by CBL/OPcompleted as so required. Xxxxxx has not at any time waived any provision under any Tenant Lease, there are no Leasing Costs for which CBL/OP or granted any concessions to any Tenant not disclosed in such Tenant's Tenant lease. Neither Dunham's interest in the Company shall Tenant Leases nor any of the rentals due or to become liable due under the Tenant Leases has been, or that shall constitute a lien on will be, assigned, encumbered or subject to any liens at the Property after Closing. Property Owner has delivered No leasing or brokerage fees or commissions of any nature whatsoever shall be or become due or owing to CBL/OP a true, correct and complete copy of all any Person after the Closing with respect to any Tenant Leases (including all amendments thereto)Lease.

Tenant Leases. As All base rents and other fixed sums due under the Tenant Leases for the applicable Assets shall be prorated between Buyer and Seller. All refundable Tenant Deposits held by Seller and Seller Subsidiaries under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Cash due from Buyer at Closing. Seller and Seller Subsidiaries shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the Effective effect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Seller and Seller Subsidiaries to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Seller and Seller Subsidiaries under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with: (i) any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before September 1, 2000 excluding the two Tenant Leases with Century Theatres, Inc. (the "Theatre Tenant"), one dated December 17, 1999 for the Hilltop Property, and the other dated June 2000 for the Pleasant Hill Property (the "Theatre Leases"); and (ii) any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer for Tenant Leases included by Seller to satisfy the threshold condition precedent set forth in PARAGRAPH 5.2.8; and Seller shall pay on or before the Closing Date all such items due and payable prior to the Closing Date. At the Closings for the Hilltop Plaza Property and the Pleasant Hill Property, as applicable (as to clauses (i) and (ii) hereinbelow), and as to any Closing (as to clause (iii) hereinbelow), Seller shall receive a credit for the following: (i) payments of the amount of the Building Allowance paid by Seller as of such Closing to the Theatre Tenant pursuant to the Theatre Lease for the Hilltop Plaza Property and the costs and expenses incurred by Seller as of the Closing Date in connection with the preparation of the pad for the Theatre Tenant in accordance with and pursuant to that lease; (ii) all sums paid by Seller to the Theatre Tenant with respect to the 9,000 square foot "Retail Space" contiguous to the Theatre Tenant's premises pursuant to Section 5 of the Work Letter to the Theatre Lease for the Pleasant Hill Property (and Buyer shall affirmatively assume the payment of that obligation at Closing); and (iii) any leasing commissions, tenant improvement allowances or other allowances paid by Seller with respect to any Tenant Lease or Tenant Lease modification executed, or any extension, term or expansion of premises exercised, in each case, on or after September 1, 2000. Upon the Closing of Buyer's acquisition of the Hilltop Plaza Property, Buyer shall assume all tenant improvement obligations under the Theatre Lease for Hilltop Plaza. Seller shall only be entitled to a credit with respect to the costs and expenses described in clause (i) hereinabove relating to the pad preparation as to those costs and expenses that have actually been paid by Seller or the applicable Seller Subsidiary and are evidenced by invoices and evidence of payment of the contractors and suppliers reasonably satisfactory to Buyer. All other payments described above for which Seller is to receive a credit shall require reasonable proof of actual payment, such as canceled checks. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the "ADDITIONAL RENTS") collected by Seller prior to the Closing Date shall be prorated as of the Closing Date between Buyer and Seller. With respect to any percentage rent which has not yet been reported and/or paid by tenants under the Leases but which is attributable to any period prior to the Closing Date, Buyer shall pay to Seller at closing a reasonable estimated amount of such percentage rent applicable to such period based upon gross sales reported by such tenant for the Property Owner current calendar year, which estimated payment shall be subject to Reconciliation described below. Prior to the end of the calendar year in which the Closing occurs, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller and Seller Subsidiaries prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. On or before the date which is sixty (60) days following the lessor or landlord or end of the successor lessor or landlord calendar year in which the Closing occurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Seller, Seller Subsidiaries and Buyer relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Seller and Seller Subsidiaries Seller shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller and Seller Subsidiaries, Buyer shall pay to Seller the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Seller or Seller Subsidiaries on or prior to the Company will Closing Date, or payment of which has been deferred until after the Closing Date (the "ARREARS"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Seller and if the lessor Arrears are received by the Buyer, the Buyer shall pay the Arrears to the Seller after collection by the Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or landlord terminate or evict a tenant) to collect or cause to be collected such Arrears following the successor lessor Closing Date. Any and all rents so collected by Buyer following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Seller. If all or landlord under part of any rents or other charges received by Buyer following the Tenant LeasesClosing are allocable to Seller pursuant to the foregoing sentence, then such sums shall be promptly paid to Seller. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Seller reserves the right to pursue any damages remedy Seller may have against any tenant with respect to (i) the description of the Tenant Leases; (ii) such Arrears, but shall have no right to Property Owner's knowledge, the identities of the Tenants exercise any other remedy under the Tenant Leases; Lease (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsincluding, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Rollwithout limitation, the Tenant Leases are in full force and effect and have not been modified. There are no written termination or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments theretoeviction).

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP Exhibit B-1 contains a true, correct and complete copy list of the Tenant Leases, and all agreements, amendments, modifications or supplements thereto executed by the parties to such Tenant Leases in effect as of the Effective Date. Except for the Tenant Leases, and all agreements, amendments, modifications or supplements thereto executed by the parties to such Tenant Leases, set forth on Exhibit B-1, there are no material agreements (written or oral), amendments, modifications or supplements thereto pursuant to which anyone has any right to lease, license, use or otherwise occupy the Property, or any part thereof. Seller has made available to Purchaser for review, true and complete copies (including all exhibits thereto) of all Tenant Leases (including all amendments amendments, modifications, and supplements thereto) set forth on Exhibit B-1. To Seller’s Knowledge, each of the Tenant Leases is in full force and effect. To Seller’s Knowledge, Seller has not delivered, nor received, any written notices from or to any of the tenants under the Tenant Leases asserting that either Seller or any such tenant is in default under any of the respective Tenant Leases (other than defaults that have been cured). Except as set forth on Exhibit D or as disclosed in any executed Tenant Estoppel delivered to Purchaser, no tenant under any Tenant Leases has paid rent in advance of one month. Except as set forth on Exhibit D, there are no security deposits (whether in the form of cash or a Letter of Credit) under any Tenant Leases. Except as set forth on Exhibit D, there are no obligations to pay leasing commissions or other fees or compensation or Tenant Inducement Costs under the Tenant Leases for the current terms of the Tenant Leases (expressly excluding obligations in connection with unexercised extensions or renewals for future terms and other than in connection with extensions or renewals that Seller may enter into after the Effective Date under Section 5.4(g)). If any Tenant Estoppel delivered to Purchaser with respect to any Tenant Lease shall contain any statement of fact, information or other matter which is inconsistent with the matters stated in Seller’s representations in this Section 5.1(c), such statement of fact, information or other matter contained in that Tenant Estoppel shall control and if the Closing occurs, Seller shall have no liability for a post-closing breach of a representation in this Section 5.1(c) for any claim based upon a such statement of fact, information or other matter contained in the Tenant Estoppel; provided, however, such statement of fact, information or other matter which is materially inconsistent with the matters stated in Seller’s representations in this Section 5.1(c) shall constitute the non-fulfillment of the condition precedent to Purchaser’s obligation to Closing set forth in Section 4.6(b). Notwithstanding anything to the contrary contained in this Agreement, Seller does not represent or warrant that any particular Tenant Lease shall be in force or effect at Closing or that the tenants under the Tenant Leases shall have performed their obligations thereunder. The termination of any Tenant Lease prior to Closing by reason of the tenant’s default shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser.

Tenant Leases. As Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Effective DateLand Lease) pursuant to which any person occupies, or has the Property Owner is right to occupy, space in the lessor or landlord or Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (ia) to the description best of Seller's knowledge, there are no defaults under any of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Leases and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There effect, there are no written existing events which with the passage of time or oral promises, understandings giving of notice or commitments between Property Owner and any Tenant other than those contained in both could become a default under the Tenant Leases. To Property Owner's knowledge, none and there are no disputes, claims or rights of the Tenants have asserted any defense, set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or counterclaim rights to lease space in the Properties or raised extend any dispute with regard to its tenancy Tenant Leases or its Tenant Lease. Except rights of first refusal or offer for space in the Properties except as set forth in the Lease Schedule/Rent RollTenant Leases, (d) there are no other leases brokerage commissions or occupancy agreements fees due now or payable in the future in connection with the Tenant Leases except as set forth in Exhibit F and Seller agrees to which Property Owner pay all such commissions and fees, (e) all of the landlord's obligations to construct tenant improvements or reimburse the Company is a party affecting the Property, no rents tenants for tenant improvements under any of the Tenant Leases have been prepaid for more paid and performed in full and all concessions (other than one monthany unexpired rent abatement set forth in the Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, and (f) to the best of Seller's knowledge there are no arrears in bankruptcy or insolvency proceedings pending or threatened with respect to any of the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than tenants under the Tenant Leases Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or expansions alleged defect in its premises or renewals the common areas of the Properties. In the event any such notices are received by Seller between the Effective Date date of this Agreement and Closing which have been approved Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by CBL/OPSeller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, there are no Leasing Costs for which CBL/OP or the Company then Purchaser may terminate this Agreement (and, in such event, Purchaser shall become liable or that shall constitute be entitled to a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy return of all Tenant Leases (including all amendments theretoits Earnxxx Xxxey).

Tenant Leases. As Schedule 3.44 sets forth each Tenant Lease. The Tenant Leases and the Improvements thereon are free and clear of all Liens other than Permitted Encumbrances. The Company is the original lessor (or has validly succeeded to the rights of the Effective Dateoriginal lessor) under each of the Tenant Leases. Except for the rights of the Tenants, the Property Owner is the lessor or landlord or the successor lessor or landlord under as tenants only, pursuant to the Tenant Leases, and as of the Closing Date, the no Person other than The Company will on any applicable Closing Date be the lessor in, or landlord have any right or the successor lessor or landlord under claim to, possession of any of the Tenant Leases. The Lease Schedule/Rent Roll is trueOther than the Tenant Leases, accurate and correct there are no leases, subleases, licenses or other occupancy agreements (written or oral) which grant any possessory interest in all material respects or to the Tower Sites or the Improvements thereon, or which grant other rights with respect to the use of any of the Tower Sites or Improvements thereon. Except as set forth on Schedule 3.44-1: (ia) each Tenant Lease is in full force and effect and is valid and binding on the parties thereto, except as enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; (b) except as set forth on Schedule 3.44-2, each Tenant existing has accepted possession of its premises under its Tenant Lease; (c) the description Company is collecting the rent set forth in each Tenant Lease on a current basis and there are no past due amounts thereunder; (d) except as expressly set forth in the Tenant Leases, no Tenant is entitled to any rental concessions or abatements in rent for any period subsequent to the Initial Closing Date; (e) the Company has not given notice to any Tenant claiming that the Tenant is in default under its Tenant Lease, which has not been cured, and, to the Company’s Knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute such a default; (f) except as set forth on Schedule 3.44-3, the Company has not received notice from any Tenant claiming that the Company is in default under the Lease, or claiming that there are defects in the Improvements, which default or defect remains in any manner uncured; (g) the Company has not received notice from any Tenant asserting any claims, offsets or defenses of any nature whatsoever to the performance of its obligations under its Tenant Lease and, to the Company’s Knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute the basis of such claim, offset or defense; (h) except as expressly set forth in the Tenant Leases, there are no security deposits or prepaid rentals under any of the Tenant Leases; (iii) no Tenant Lease provides for nonmonetary rent or other consideration to Property Owner's knowledgethe lessor thereunder, except for the identities rights of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates Leases to install and/or collocate certain emergency 9-1-1 antennas and other related equipment and certain obligations of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Company and (ix) the Lease/amendments dates. Except its affiliates to operate storm water management systems as set forth on Schedule 3.44-4; (j) no Tenant is an Affiliate of the Lease Schedule/Rent RollCompany; and (k) the Company has not received or given notice of cancellation, the Tenant Leases are termination, non-renewal or rejection in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and bankruptcy of any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).