Common use of Tenant Leases Clause in Contracts

Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.

Tenant Leases. With respect to Except as disclosed on Schedule 7.1(h)(ix) and in the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the PropertySecured Pool Properties delivered to and approved by the Administrative Agent in connection with the disbursement of Loan proceeds on the Agreement Date (the “Rent Roll”), as of April 30and on the estoppel certificates from the tenants at the Secured Pool Properties delivered to the Administrative Agent on the Agreement Date, 2019, included on Schedule 3.12(awith respect to the Secured Pool Properties: (a) the Loan Party owning the fee interest in the Secured Pool Property relating to such Rent Roll (the “Applicable Loan Party”) is true the sole owner of the entire lessor’s interest in the Tenant Leases; provided, with respect to the Secured Pool Properties known as “250 X. Xxxxx” and correct “Colorado Building”, the Loan Parties owning such properties are tenants-in-common which own undivided interests in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is such properties; (b) to each Loan Party’s knowledge, the Tenant Leases are valid and enforceable against the Applicable Loan Party and the tenants set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is therein and are in full force and effect effect; (c) all of the Tenant Leases are arms-length agreements with bona fide, independent third parties; (d) to each Loan Party’s knowledge, no party under any Tenant Lease is in default beyond any applicable notice and/or grace period thereunder; (e) all rents due have been paid in full and no breach or default by the Company ortenant is in arrears in its payment of rent (other than payment of work orders, to Company’s Knowledge, by the tenant thereunder, has occurred direct utility recovery and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater CAM reconciliation not more than thirty (30) 60 days past its due date or due); (f) neither the Parent, the Borrower nor the Applicable Loan Party nor any of their Affiliates has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment assigned or otherwise to make any payments to pledged or hypothecated the tenant that, in each case, is not documented rents reserved in the Major Lease, Tenant Leases; (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4g) none of the tenants under any Major Lease rents has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected for more than one (1) month in advance from (except security deposits, percentage rent, if any, and other amounts collected and subject to later reconciliation pursuant to the terms of the applicable Tenant Leases, which shall not be deemed rent collected in advance); (h) the premises demised under the Tenant Leases have been completed and the tenants have accepted the same and have taken possession of the same on a rent-paying basis with no rent concessions to any tenants; (i) to each Loan Party’s knowledge, there exist no offsets or defenses to the payment of any portion of the rents and Applicable Loan Party has no monetary obligation to any tenant under any Major Tenant Lease which has not been disclosed in writing to the Administrative Agent; (j) neither the Parent, the Borrower nor the Applicable Loan Party has received any written notice from any tenant challenging the validity or enforceability of any Tenant Lease; (k) to each Loan Party’s knowledge, there are no agreements with the tenants other than expressly set forth in each Tenant Lease; (l) no Tenant Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (m) to each Loan Party’s knowledge, no Person has any possessory interest in, or right to occupy, such Secured Pool Property except under and pursuant to a Tenant Lease; (n) to each Loan Party’s knowledge, no event has occurred that, but for the giving of notice and/or passage of time, would give any tenant any right to terminate any Tenant Lease at such Secured Pool Property; (o) all security deposits relating to the Tenant Leases reflected on the Rent Roll have been collected by the Applicable Loan Party and, if required pursuant to the terms hereof, delivered to the Administrative Agent; (p) no brokerage commissions or finder’s fees are due and payable regarding any Tenant Lease; (q) to each Loan Party’s knowledge, each tenant is in actual, physical occupancy of the premises demised under its Tenant Lease; and (r) no Tenant is a debtor in any state or federal bankruptcy, insolvency or similar proceeding. Notwithstanding the foregoing, when the representations in this section are remade from time to time in accordance with this Agreement, such representations shall be made with respect to the Rent Rolls of the applicable Secured Pool Properties delivered to the Administrative Agent from time to time.

Tenant Leases. With respect to To Seller’s knowledge, the Propertyrent roll attached hereto as Schedule “1” is, a trueand each updated rent roll provided after the date hereof will be, correct accurate and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) respects as of the date thereof (each, each a “Major LeaseRent Roll”), as such schedule may be updated prior to the Closing, and contains or will contain a schedule of all Leases as of the date thereof. Each Major Lease is Except in full force and effect and no breach or default connection with actions taken by the Company ortenants under Leases that are not disclosed to Seller in writing, to CompanySeller’s Knowledgeknowledge, by there are no persons leasing, using or occupying the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company Real Property or any Company Subsidiary or, to part thereof except the Company’s Knowledge, by tenants under the tenant thereunderLeases. Seller is the lessor under each of the Leases. Except as set forth on Schedule 3.12(bthe applicable Rent Roll, to Seller’s knowledge: (a) attached heretothe Leases are in full force and effect, have not been amended or modified, and the full current rent is accruing thereunder, (1b) no fixed or so-called base monthly rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from (except as otherwise expressly permitted or required pursuant to the terms of the Lease) and no security deposit or prepaid rent has been paid, (c) no event has occurred or condition exists which, with or without notice or the passage of time, or both, would constitute a breach or a default by the landlord or by any tenant under the Leases, and (d) no concession, moving or relocation allowance or credit, or other payment or credit of any Major Leasekind is presently owed, or will or could become due and payable, to any tenant under the Leases. Seller has (and can convey at Closing) good title to the Leases, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing.

Tenant Leases. With respect Subject to the Propertyprovisions of Section 8.10, Seller shall not, from and after the date hereof and until either the Closing Date or the termination of this Agreement, (i) amend, modify, renew (except pursuant to the exercise by a true, correct and complete copy Tenant of all leases, licenses, tenancies, possession agreements and occupancy agreements with a renewal or extension option contained in such Tenant’s Lease which shall not require the tenants prior written approval of the PropertyPurchaser), including all amendmentsgrant any consent or waive any material rights under the Leases, supplements, and modifications to such agreements (the “Company Leases”ii) have been made available to MAMP. The rent roll for the Property, as cancel or terminate any Lease except by reason of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company orTenant thereunder or as required by law, (iii) enter into a New Lease, (iv) accept a surrender or consent to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under termination or cancellation of any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary orTenant thereunder, except to the Companyextent landlord is obligated to do so in accordance with the terms of such Lease or as required by law release any Tenant from any liability under any such Lease (unless such release is in accordance with the terms of such Lease), in each case described in clauses (i) through (iv), without the prior written approval of Purchaser, which approval shall be granted in Purchaser’s Knowledgesole and absolute discretion, by and which shall be deemed granted if Purchaser fails to respond to a written request for approval made at any time during the term of this Agreement within ten (10) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant thereunderlease. Except as set forth on Schedule 3.12(bIf Purchaser approves of Seller’s entering into a New Lease and such lease is thereafter fully executed, then (i) attached heretothe amount of the brokerage commission specified in Seller’s notice, (1ii) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvementsimprovements to be performed by the landlord under the terms of the proposed lease, fixtures, furnishings or equipment or otherwise and (iii) the amount of any cash work allowances required to make any payments be given by the landlord to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases terms of the proposed lease incurred in connection with such New Lease shall be apportioned at the Closing in accordance with the provisions of Article 4 hereof. Upon Seller’s execution and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, delivery of any portion of such lease approved by Purchaser, the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants same shall be deemed to be a New Lease for all purposes under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Leasethis Agreement.

Tenant Leases. With respect To the best of Borrower's knowledge, Borrower has delivered to the Property, a Lender true, complete and correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants copies of the PropertyTenant Leases. To the best of Borrower's knowledge, including all amendments, supplements, and modifications to such agreements (i) the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is Tenant Leases are in full force and effect effect, unamended and no breach default exists thereunder by any party thereto, except as shown in the Rent Rolls, and (ii) the Rent Rolls are true and correct and all material respect as of the date thereof. To the best of Borrower's knowledge and except as indicated in the Rent Rolls, (i) no Tenant has any extension, renewal or default termination options, (ii) no security deposits are being held by Borrower, (iii) all work to be performed to date by the Company orlandlord under the Tenant Leases has substantially performed, all contributions to Company’s Knowledge, be made to date by the landlord to the Tenants thereunder have been made and all other conditions to each such Tenant's obligations thereunder required to be satisfied to date, other than ordinary ongoing obligations of a landlord, have been satisfied or waived by the applicable Tenant, (iv) no Tenant or any other Party has any option, right of first refusal or similar preferential right to purchase or lease all or any portion of the Collateral Properties or to require Borrower to perform or finance any tenant improvements or material or alterations to the Collateral Properties, and (v) no Tenant has any rights to require Borrower to perform additional work, make additional contributions to such Tenant or satisfy other conditions to such Tenant's obligations thereunder, has occurred other than ordinary, ongoing obligations of a landlord. To the best of Borrower's knowledge and is continuing except as indicated in the Rent Rolls, no rent (exclusive of any security deposits) under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Tenant Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is date and no remaining obligation on the part payments of any landlord rent under any Major Tenant Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one thirty (130) month in advance from any tenant under any Major Leasedays delinquent.

Tenant Leases. With respect to the Property, Attached hereto as Exhibit E is a true, correct and complete copy list of all outstanding leases, licenses, tenanciesconcession agreements or other agreements pursuant to which any person or entity occupies, possession or has the right to occupy, space in the Project, setting forth the date thereof and of each modification, the names of the parties thereto and the name of any assignee (which leases, licenses, concession agreements, other agreements and occupancy agreements other documents, together with the tenants lease documents entered into with respect to the Project after the date hereof with the consent of Purchaser pursuant to Section 6 below, are herein referred to collectively as the Property, including all amendments, supplements, and modifications to such agreements (the “Company "Tenant Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”"). Each Major Lease is in full force and effect and There are no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) leases or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date rights of occupancy or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, use of any portion of the Property Project other than the Tenant Leases. To Seller's actual knowledge, each of the Tenant Leases is valid and subsisting and in full force and effect. Exhibit E sets forth the commencement date of each Tenant Lease. Except as lessees, tenants at sufferance, trespassers or otherwiseshown on such exhibit, (4a) none to Seller's actual knowledge, there are no material defaults, nor any event with the giving of notice or the passage of time would become a material default, under any of the tenants Tenant Leases by either Seller or any tenant thereunder and the Tenant Leases are in full force and effect, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except for year-end reconciliations of operating expenses and real estate taxes for the year in which the Closing occurs, (c) there are no brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases, (d) as of the Closing Date, no rents due under, or any other interest in, any of the Tenant Leases will be assigned to any party other than Purchaser, or otherwise pledged or encumbered in any way by Seller, (e) to Seller's actual knowledge, no tenant is currently entitled to any reduction in, refund of, or counterclaim or offset against, or is otherwise disputing, any rents or other charges paid, payable or to become payable by such tenant, (f) to Seller's actual knowledge, no tenant has exercised any right to cancel its Tenant Lease or to be relieved of its operating covenants thereunder, (g) to Seller's actual knowledge, all of the improvements to be constructed by the landlord under each of the Tenant Leases, or as required under any Major Lease has provided written notice collateral agreement, plans or specifications related to the Company or any Company Subsidiary that such tenant is subject to any bankruptcyTenant Leases, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.been

Tenant Leases. With From and after the Effective Date, Seller shall not (i) grant any consent or waive any material rights under the Leases, (ii) terminate any Lease, or (iii) enter into a new lease, modify an existing Lease or renew, extend or expand an existing Lease in any material respect without the prior written approval of Purchaser (an “Approved New Lease”), which in each case shall not be unreasonably withheld, conditioned or delayed. Any Approved New Lease shall meet all of the following parameters: (i) such proposed lease has an initial term (excluding any options to extend such term) of not less than three (3) years and not more than ten (10) years; (ii) such proposed lease has no free-rent period extending beyond the term of the Master Lease (defined below); (iii) such proposed lease has no above-market obligation of Purchaser to provide or fund any tenant improvements; (iv) such proposed lease provides for base rent payable at a rate per month that is never less than 95% of the base rent per month required to be paid for such space under the Master Lease; (v) leasing commissions for such proposed lease do not exceed market rates; (vi) such proposed lease does not require the landlord thereunder, and will not result in an obligation for the landlord thereunder to alter or improve or pay for the altering or improving of the building (other than tenant improvements as limited by clause (iii) above and responsibility for repairing and replacing the roof and structure, but excluding the obligation for internal wall changes); (vii) such lease shall be on the form customarily used by Seller with such revisions which Seller approves using its judgment as a commercially prudent landlord; (viii) the creditworthiness of the tenant and intended use of the premises by the tenant shall be consistent with Seller’s historical and customary requirements as a commercially prudent landlord; and (ix) the income to be generated from the proposed lease shall constitute qualifying income under Section 856(c)(3) of the Code. Additionally, the parties expressly agree that it shall not be deemed unreasonable for Purchaser to withhold, condition or delay its consent to any Approved New Lease that includes above-market tenant improvements, above-market leasing commissions or any other above-market leasing costs that Purchaser would be obligated to pay or incur; provided, however, in such event, Purchaser and Seller agree to negotiate in good faith to agree upon such tenant improvement costs, leasing commission and other leasing costs to render such Approved New Lease and the terms thereof acceptable to Purchaser. Any lease proposed by Seller, which satisfies the criteria set forth in this Section 9.3 and would otherwise be reasonably acceptable to Purchaser, but for the fact that such lease includes above-market tenant improvements, above-market leasing commissions or any other above-market leasing costs, may, nonetheless, be approved and executed by Seller, in its sole and absolute discretion, and in such event such proposed lease shall be deemed an Approved New Lease, provided that Seller pays all such above-market tenant improvements, above-market leasing commissions or any other above-market leasing costs. Purchaser’s failure to respond within five (5) Business Days after receipt of a request for approval, together with a copy of the proposed Approved New Lease or letter of intent to lease and credit information on the proposed replacement tenant or tenants, shall be deemed approval by Purchaser. Seller shall pay the portion of the tenant improvement costs, leasing commissions and other usual and customary leasing costs with respect to any Approved New Lease, allocated on a prorata basis over the term of the Approved New Lease with respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none term of the tenants under any Major Approved New Lease has provided written notice prior to a Closing and Purchaser shall pay the portion of the tenant improvement costs, lease commissions and other usual and customary leasing costs with respect to an Approved New Lease, allocated on a prorata basis over the term of the Approved New Lease with respect to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to portion of the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Leaseterm of the Approved New Lease after the Closing.

Tenant Leases. With No Mortgaged Property is subject to any lease, occupancy agreement, or license agreement other than the Leases described in the rent roll contained in the Collateral File and no Person has any possessory interest in, or the right to occupy, any Mortgaged Property except under and pursuant to such Leases. If any Mortgage Loan is secured by any Mortgaged Property that is leased to tenants pursuant to a Lease, (i) each Lease that covers 50% or more of the square footage of any parcel of Mortgaged Property and each Credit Tenant Lease (A) to the Seller's Knowledge is in full force and effect, (B) to the Seller's Knowledge no monetary default has occurred thereunder and (C) to the Seller's Knowledge, (x) no non-monetary default has occurred thereunder, and (y) there is no existing condition which, but for the passage of time or the giving of notice (or both), would constitute a default thereunder; (ii) with respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to any Lease other than those described in Clause (i) above (A) such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and (B) except with respect to (1) multi-family and assisted living Mortgage Property, (2) Syndicated Facilities and (iii) paragraph (C) below, no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary monetary or, to the Company’s Seller's Knowledge, by non-monetary default has occurred thereunder, nor, to the tenant thereunder. Except Seller's Knowledge, is there any existing condition which, but for the passage of time or the giving of notice (or both), would constitute a default under the terms of no more than 20% of such Leases for each Mortgaged Property and (C) except as set forth on Schedule 3.12(bdisclosed, with respect to such Lease of a single tenant, where such Lease is more than 20% of the total Mortgaged Property, Seller has not received notice of any monetary or non-monetary default, or of any existing condition which, but for the passage of time or the giving of notice (or both), would constitute a default under the terms of such Lease; (iii) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments to the Seller's Knowledge all tenants under the Leases have rights in respect of operating expensesthe Mortgaged Property as tenants only, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has except such rights as may have been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments subordinated to the tenant that, in each case, is not documented in the Major Lease, related Mortgage Loan; and (3iv) to the Company’s Knowledge, except for tenants in possession under Seller's Knowledge all of the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion all of the Property as lesseesrents, tenants at sufferancecharges, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, issues and (5) to the Company’s Knowledge, no Rents profits due and payable thereunder have been paid or collected more than one (1) month in advance from any tenant under any Major Leasevalidly assigned as collateral security to a Purchased Entity for the Mortgage Loan.

Tenant Leases. With respect Subject to the Propertyprovisions of Section 8.10, Seller shall not, and shall not cause Owner to, from and after the date hereof and until either the Closing Date or the termination of this Agreement, (i) amend, modify, renew (except pursuant to the exercise by a true, correct and complete copy Tenant of all leases, licenses, tenancies, possession agreements and occupancy agreements with a renewal or extension option contained in such Tenant’s Lease which shall not require the tenants prior written approval of the PropertyPurchaser), including all amendmentsgrant any consent or waive any material rights under the Leases, supplements, and modifications to such agreements (the “Company Leases”ii) have been made available to MAMP. The rent roll for the Property, as cancel or terminate any Lease except by reason of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company orTenant thereunder or as required by law, (iii) enter into a New Lease except any Permitted New Leases (as defined below), (iv) accept a surrender or consent to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under termination or cancellation of any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary orTenant thereunder, except to the Companyextent landlord is obligated to do so in accordance with the terms of such Lease or as required by law to release any Tenant from any liability under any such Lease (unless any such action is required in accordance with the terms of such Lease), in each case described in clauses (i) through (iv), without the prior written approval of Purchaser, which approval shall be granted in Purchaser’s Knowledgereasonable discretion, by but which shall be deemed denied if Purchaser fails to respond to a written request for approval made at any time during the term of this Agreement within five (5) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant thereunderlease. Except as set forth on Schedule 3.12(bIf Purchaser approves of Seller’s entering into a New Lease (except any Permitted New Lease) attached heretoand such lease is thereafter fully executed, then (i) the amount of the brokerage commission specified in Seller’s notice, (1ii) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvementsimprovements to be performed by the landlord under the terms of the proposed lease, fixtures, furnishings or equipment or otherwise and (iii) the amount of any cash work allowances required to make any payments be given by the landlord to the tenant thatunder the terms of the proposed lease shall be paid in accordance with Section 4.2.7. Upon the execution and delivery by Owner of any such lease approved by Purchaser, the same shall be deemed to be a New Lease for all purposes under this Agreement. Notwithstanding anything to the contrary contained herein, Seller shall have the right to cause Owner to enter into New Leases with respect to any of the pending lease transactions which are described on Schedule 8.5 hereof provided that the terms of such New Lease comply with the requirements set forth in each caseSchedule 8.5 hereto and are otherwise on commercially reasonable terms and conditions (any such New Lease being hereinafter referred to as a “Permitted New Lease”), is not documented and in such event (i) the Major amount of any brokerage commission in connection with such Permitted New Lease, (3ii) the cost of any tenant improvements to be performed by the Company’s Knowledge, except for tenants in possession landlord under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion terms of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedingsPermitted New Lease, and (5iii) the amount of any cash work allowances required to be given by the landlord to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major the terms of the Permitted New Lease shall be paid in accordance with Section 4.2.7. Upon Seller’s execution and delivery of a Permitted New Lease, the same shall be deemed to be a New Lease for all purposes under this Agreement.

Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April April, 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.

Tenant Leases. With respect Schedule 2.6 sets forth a true, correct and complete list of the Tenant Leases, and Sellers have made available to the Property, Buyer a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Tenant Leases”) have been made available to MAMP. The rent roll for the Property, Except as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(bin the Disclosure Schedule, (i) (each, a “Major Lease”). Each Major each Tenant Lease is valid and enforceable in accordance with its terms and is in full force and effect and effect, (ii) Seller has not either given or received any written notice of any breach or default under any of the Tenant Leases relating to its Property which has not been cured, (iii) to Seller’s Knowledge, no event has occurred or circumstance exists which, with notice or the passage of time, would result in a material breach or default by such Seller or the Company or, to Company’s Knowledge, by the tenant other party thereunder, has occurred and is continuing (iv) no rent, additional rent, fees or any other charges, after being billed therefor, payable under any Major Lease. No event has occurred which, with of the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease Tenant Leases is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance arrears of its due date, (2) there the date that the same is no remaining obligation on required to be paid under the part terms of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major such Tenant Lease, (3v) Seller has not received written notice that any Tenant has claimed or asserted, or has the right to, any defenses, counterclaims, set-offs, offsets or abatements of or against the rent, additional rent, fees or any other charges payable under any of the Tenant Leases; (vi) Seller has not received any written notice from any Tenant nor delivered to any Tenant a notice terminating such Tenant Lease, (vii) all of the Company’s Knowledgerenewal and extension options with respect to each of the Tenant Leases are as set forth in the relevant Tenant Lease, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties brokerage fees due or payable in possession or claiming connection with any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, such renewal and extension (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents other than those which have been paid or collected in full as of the date hereof), (viii) no Tenant has paid any rent for more than one (1) month in advance from advance, (ix) except as may be set forth in the applicable Tenant Lease, no Tenant has any tenant under right of first refusal, option or other preferential right to purchase the applicable Property or any Major Leaseportion thereof or any interest therein, and (x) to Seller’s Knowledge, with the exception of subleases or licenses for de minimis spaces used for ancillary services which may be provided at any Property, there are no subtenants of any Tenant.

Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.

Tenant Leases. With respect regard to any leases or occupancy agreements (“Leases”) encumbering the Real Property, except as set forth on Schedule 2.2(k)(viii), (A) all information set forth in the rent roll provided to the Property, a Purchaser is accurate in all material respects as of the effective date thereof; (B) there are no Leases in force other than as identified in such provided rent roll; (C) true, correct complete and complete copy accurate copies of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the PropertyLeases, including all amendments, supplementsmodifications, extensions, renewals, guarantees and other agreements with respect thereto, have been provided to the Purchaser; (D) there are no written or oral promises, understandings or commitments between any of the Subject Entities and any tenant other than as set forth in such delivered copies; (E) the Leases constitute the legal, valid and binding obligation of each of the Subject Entities named therein or otherwise obligated thereunder, and modifications to the knowledge of the Subject Entities, of the other party thereto, and the Leases are enforceable in accordance with their terms; (F) none of the Subject Entities nor any tenant has breached or is in default of any material provision in any Lease, and, to the knowledge of the Subject Entities, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute a material breach or default or permit the termination, modification or acceleration of rent under any Lease, including the tenant or any guarantor of a Lease having filed for bankruptcy; (G) no security deposit or portion thereof deposited with respect to such agreements Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (H) the “Company Leases”) have been made available transactions contemplated by this Agreement do not require the consent of any other party to MAMP. The rent roll for the Propertyany Lease, as will not result in a breach of April 30or default under any Lease, 2019and will not otherwise cause any Lease to cease to be legal, included on Schedule 3.12(a) is true valid, binding, enforceable and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by on identical terms following the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major LeaseClosing.