Common use of Leases Clause in Contracts

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal.

Leases. There are no leases of space in The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is, to Borrower’s knowledge, true, complete and correct and the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property not subject to the leases) any Leases other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth described in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunderRent Roll. To SellerBorrower’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder and (x) no Person has filed for bankruptcyany possessory interest in, or right to occupy, the Property except under the terms of the Lease. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll None of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including contains any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options option to purchase or rights right of first refusalrefusal to purchase the Property or any part thereof. Neither the Leases Table of Contents nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” The rent roll (the “Lease ExhibitRent Roll”) and (iiattached hereto as Schedule 7.1.6(i) the leases entered into in accordance with this Agreement. Seller has provided Buyer with is true, correct and complete in all material respects; (ii) copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the ClosingContract Date, except for and all amendments thereto and guaranties thereof, if any (1) extensionscollectively, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “PExisting Leases”) or have been furnished by Sellers to Buyer; (2iii) in connection with new Leases which are permitted hereunder. To to Seller’s knowledge, (i) the copies so provided are true, correct and complete and there are no other Leases or occupancy agreements with respect to all or any portion of the Leases Property that are in full force binding on Sellers or any portion of the Property other than the Contracts, such agreements as are disclosed by the Title Commitment, and, to Seller’s knowledge, any subleases or other agreements entered into by Tenants with parties other than Sellers or their predecessors-in-interest that are listed on Schedule 7.1.6(iii); (iv) Schedule 7.1.6(iv) sets forth a true, correct and effect, complete description of all Existing Leases; (iiv) neither no Seller nor has given to any tenant nor received from any tenant written notice of any default under any Existing Lease that remains uncured and, to Sellers’ knowledge, no Seller is in monetary default or material non-monetary default under any of the Leases, ; (vi) except as set forth on Exhibit “Q”Schedule 7.1.6(vi), all tenant improvements and other build-out or construction obligations that a Seller, as landlord, is obligated to complete, prior to the date hereof and pursuant to any Existing Lease, have been completed and paid for in full and all tenant allowances, lease buyout costs and relocation costs due prior to the date hereof from a Seller, as landlord, under any Existing Lease have been paid; (vii) no rents payable under the Leases have been paid more than thirty (30) days in advance, (viii) no Seller has received written notice from any tenant under a Lease exercising any termination right or termination option under such tenant’s Lease; (ix) the Rent Roll includes a true, correct and complete list of all security deposits and other refundable tenant deposits held by Sellers with respect to the Property; and (iiix) no tenant under any Schedule 7.1.6(ix) sets forth all Sellers’ Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement Expenses (hereinafter defined) unpaid or outstanding as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusaldate hereof.

Leases. There To Borrower’s knowledge (a) each Major Lease is in full force and effect; (b) the premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the part of Mortgage Borrower or Operating Lessee has been completed, and the Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, there are no leases offsets, claims or defenses to the enforcement thereof, and neither Mortgage Borrower nor Operating Lessee has any monetary obligations to any Tenant under any Major Lease; (d) all Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) no Tenant has made any written claim of space in a material default against the Property landlord under any Major Lease which will be in force on remains outstanding; (f) there is no present material default by the Closing Date and 00000000.0.XXXXXXXX Tenant under which Seller any Major Lease; (g) all security deposits under the Major Leases have been collected by Mortgage Borrower or Operating Lessee; (h) Mortgage Borrower or Operating Lessee is the landlord (whether by entering into sole owner of the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, entire landlord’s interest in each Major Lease; (i) each Major Lease is the leases listed valid, binding and enforceable obligation of Mortgage Borrower and/or Operating Lessee and the applicable Tenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in Exhibit “O” the Major Leases; (j) no Person has any possessory interest in, or right to occupy, any Individual Property or any portion thereof except under the “terms of a Lease Exhibit”or as a hotel guest; (k) none of the Leases contains any option or offer to purchase or right of first refusal or right of first offer to purchase or lease any Individual Property or any part thereof; and (iil) neither the leases entered into in accordance with this AgreementLeases nor the Rents have been assigned, pledged or hypothecated except to Mortgage Lender. Seller Borrower represents that it has provided Buyer with heretofore delivered to Lender true, correct and complete copies of all Major Leases (and any and all amendments or modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalthereof.

Leases. There are Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located, except for such payments or other obligations that (a) relate to closed Stores (including, without limitation, Stores owned by the J. Xxxx Entities) where no leases of space Collateral included in the Property which will calculation of the Borrowing Base most recently delivered by the Borrower Representative to the Agent is or may be located or (b)(i) are either (1) being contested in force good faith by appropriate proceedings or (2) the subject of a good faith, bona fide dispute related to the leased premises (including such payments and such obligations that are the subject of an xxxxxxx internal review by such Credit Party in the determination of whether a good faith, bona fide dispute exists with respect to such payments and such obligations) consistent with the practices of the Borrowers and their Subsidiaries on the Closing Date Restatement Effective Date, provided that, in the case of this clause (2), upon receipt of any notice of default under the applicable lease, the applicable Credit Party or Subsidiary of a Credit Party shall promptly pay and perform its obligations under such lease, irrespective of whether the bona fide dispute is then continuing, except solely to the extent that (A) the continued failure to so pay or perform in connection with such good faith, bona fide dispute could not reasonably be expected to result in the termination of any such lease (provided that such Credit Party or such Subsidiary of a Credit Party shall promptly at the time the continued failure to so pay or perform could reasonably be expected to result in the termination of any such lease, either (x) commence a proceeding pursuant to clause (b)(i)(1) above, which Seller is proceeding shall seek to stay any such termination and such relief shall have been granted by the landlord relevant court, or (whether by entering into y) deem the leases or acquiring the Property applicable Store subject to such lease a closed Store pursuant to clause (a) above (it being agreed that all Collateral located at such store shall be promptly excluded from the leasescalculation of the Borrowing Base and the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent demonstrating the exclusion of such Collateral)) other than the Leases. As used herein, “Leases” means, collectively, and (iB) the failure to so pay or perform under such lease, individually or in the aggregate with all other leases listed which are the subject of a bona fide dispute, could not reasonably be expected to result in Exhibit “O” (the “Lease Exhibit”) a Material Adverse Effect, and (ii) the leases entered into in any case, for which adequate reserves in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There GAAP are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing being maintained by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalPerson.

Leases. There are no leases (a) Section 5.22(a) of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, Disclosure Schedules sets forth Seller’s good faith determination of: (i) each leasehold interest of Seller, any Purchased Company or each of their respective Affiliates in all real property used in connection with the leases listed Business, including any such leasehold interest that is used jointly by the Business and any JCI Retained Business (together with all extensions and modifications thereto, the “Business Leases”); (ii) which Business Leases govern real property that is “substantially GWS only” and will therefore be included in Exhibit the Purchased Assets (each, a “OTransferred Lease”); and (iii) which Business Leases govern real property that is not “substantially GWS only” and will therefore be included in the Excluded Assets (each, a “Retained Lease”). During the one hundred and twenty (120) days following the date hereof (the “Lease ExhibitDetermination Period”), Seller shall provide Purchaser with documentation and other information reasonably requested by Purchaser regarding each Business Lease, and Seller and Purchaser shall cooperate in good faith to determine whether any Business Leases designated by Seller as a Transferred Lease should be redesignated as a Retained Lease or any Business Leases designated by Seller as a Retained Lease should be redesignated as a Transferred Lease (and update Section 5.22(a) and of the Seller Disclosure Schedules accordingly) based on the principle that all Business Leases governing real property where substantially all of the usable space is occupied by Business Employees will be designated Transferred Leases. Purchaser may only not accept a characterization of a Business Lease as a Transferred Lease in good faith for the following reasons: (iiI) there exists on the real property governed by such Business Lease a previously undisclosed issue relating to Environmental Laws; (II) the leases entered into in accordance rent for such Business Lease is not economic and is not consistent with this Agreement. Seller has provided Buyer with true, correct and complete copies of the Business Financial Statements; (III) substantially all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except usable space was not continuously occupied by Business Employees during the twelve (12)-month period prior to Closing; or (IV) any other reason that is similarly adverse to Purchaser and its Affiliates as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closingclauses (I), there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”II) or (2III). Purchaser may not otherwise fail to accept a characterization of a Business Lease as a Transferred Lease, including, for example, by reason of Purchaser owning or leasing a facility nearby that could accommodate the Business Employees occupying such Business Lease or, subject to clause (II) in connection with new Leases which are permitted hereunder. To Seller’s knowledgeabove, (i) all of because the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default Business Lease contains unfavorable or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase uneconomic terms or rights of first refusalconditions.

Leases. There are no leases The Borrower will not enter into any lease with respect to office space in the Project which (i) is on a form of lease not previously approved by the Project Administrative Agent, (ii) is for a term of more than five (5) years, not including renewal periods, or more than ten (10) years including renewal periods, (iii) contains an option or right to purchase all or any part of the Project, (iv) covers more than a full floor of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectivelyProject, (iv) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance is with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None an Affiliate of the Leases has been amended except as set forth Borrower or (vi) is for a base rental rate less than ninety percent (90%) of the pro forma base rental rate of $34.50 per square foot for office space in the Lease Exhibit. There are no security deposits under Project, or provides for a tenant improvement allowance or for tenant improvements costing more than one hundred ten percent (110%) of the Leases except as set forth pro forma tenant allowance of $35.00 per square foot for office space in the Lease ExhibitProject unless the Borrower has notified the Project Administrative Agent of such lease and provided the Project Administrative Agent seven (7) Business Days to review such lease. As of the ClosingFurthermore, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as lease of the ClosingProject requiring the review of the Project Administrative Agent pursuant to the terms of the preceding sentence, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, Borrower shall not (i) permit the assignment or subletting of all or any part of the Leases are in full force and effectlessee's rights under such lease unless the right to assign or sublet is expressly reserved by the lessee under such lease, (ii) neither Seller nor any tenant is in monetary default amend or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and modify such lease or (iii) no tenant under any Lease accept surrender of such lease or terminate such lease except in accordance with the terms of such lease unless the Borrower has filed for bankruptcy. Additionallynotified the Project Administrative Agent of such assignment, Seller hereby represents and warrants to Buyer that attached to this Agreement amendment or termination, as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if anyapplicable, and provided the Project Administrative Agent seven (7) Business Days to review such assignment, amendment or termination, as applicable. The Project Administrative Agent agrees that it will review each lease, assignment of lease, or amendment to lease, as applicable, within seven (7) Business Days of receipt of such lease, assignment or amendment, as applicable. Nothing contained in this Section 7.15 shall prohibit the Borrower from entering into any special concessionslease, prepaid rentconsenting to the assignment or subletting of any lease, options to purchase or rights accepting the surrender or termination of first refusalany lease so long as the Administrative Agent is provided the notice and review period required by this Section 7.15.

Leases. There are no leases of space in the Property which will be in force on The Borrower shall (a) upon the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Date, assign to the leasesAdministrative Agent (on behalf of the Lenders) other than any and all Leases, including the Leases. As used hereinGround Lease, “Leases” meansand/or all Rents payable thereunder, collectivelyincluding, but not limited to, any Lease which is now in existence or which may be executed after the Closing Date, (ib) the leases listed in Exhibit “O” (the “Lease Exhibit”) promptly perform and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with truefulfill, correct or cause to be performed and complete copies of all Leases (fulfilled, each and all modifications every material term and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None provision of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits Borrower’s obligations under the Leases except as set forth and the LP Borrower’s obligations under the Ground Lease, including the performance of any tenant improvement work required with respect thereto, (c) give to the Administrative Agent a copy of each notice of default given to any tenant under a Major Lease or sent by any tenant thereunder to the Borrower, including a copy of each notice of default given to the Ground Lessee by the LP Borrower or sent by the Ground Lessee to the LP Borrower, (d) consistent with good business practices and in the Lease Exhibit. As best interests of the Closingaffected Project, there shall be no commissions or tenant improvement cost obligation owing enforce its rights with regard to all Leases and the Ground Lease unless otherwise approved by Seller the Administrative Agent, (e) use its commercially reasonable efforts to lease the Projects, (f) diligently enforce the terms of each Lease with respect to any construction work to be performed by the tenant thereunder so that such work is performed in a manner which will cause a minimum amount of disruption to the tenants then in occupancy at any such Project and in a manner so as not to cause a default by the Borrower under any other tenants’ Leases in effect as or provide the basis for any abatement or set off by any other tenant of the Closingrent payable under any such Lease, except or a claim by any other tenant for (1) extensionsbreach of warranty of habitability or similar claim, expansions, options or renewals of existing Leases (provided that such obligations are set forth in and the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all LP Borrower shall diligently enforce the terms of the Leases are in full force and effect, (ii) neither Seller nor Ground Lease with respect to any tenant is in monetary default or material non-monetary default under any of construction work to be performed by the Leases, except as set forth on Exhibit “Q”Ground Lessee thereunder, and (iiig) no prior to entering into any new Lease with a retail tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is provide a rent roll copy of the Leases Borrower’s standard form of retail lease to the Administrative Agent for review and approval, which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase approval shall not be unreasonably withheld or rights of first refusaldelayed.

Leases. There are no leases other leases, licenses, subleases, occupancy agreements or other agreements for the use, possession or occupancy of space in any portions of the Real Property, other than those listed on Exhibit L attached to this Agreement. The rent roll attached hereto as Exhibit L contains a true, correct and complete list of all currently existing Leases at the Property which will be in force on the Closing Date and under to which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used hereina party; full, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct true and complete copies of all Leases (and all modifications amendments and amendments theretoguarantees relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Documents). To Seller's knowledge, all related correspondenceeach Lease is in full force and effect, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, andexcept as shown on Exhibit L, to Seller's knowledge, no rent or other amounts payable under the extent Leases is more than one (1) month in Seller’s possession, copies arrears or has been paid more than one (1) month in advance. Exhibit L sets forth a true and correct listing of all subleases and other occupancy agreements affecting security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by the Property)tenants under the Leases. Except as shown in Exhibit L, Seller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor has Seller received any written notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the Leases rentals payable by the tenant thereunder has been amended assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which is to be repaid by Seller and released as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing. Except as described on Exhibit L, there shall be no commissions tenant has given written notice to Seller of any default or offsets, claims or defenses available to it. The only Tenant Inducement Costs in the nature of tenant improvement cost obligation owing by Seller with respect to costs for space currently being leased under any Leases in effect as of the Closingdate hereof (whether in the form of direct payments therefor required of Seller or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, except for (1) extensions, expansions, options in any such case which may hereafter be payable under or renewals of existing with respect to the Leases (provided that and excluding, in any event any such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) Tenant Inducement Costs which may arise in connection with new Leases which expansions or lease renewals/extensions hereafter occurring under or with respect to any such Leases) are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are identified in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalL hereto.

Leases. There are no leases To the best of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used hereinSeller's knowledge, “Leases” meansafter diligent inquiry, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in on Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of "E," the Leases are in full force and effecteffect and are valid and subsisting documents covering the entire estates which they purport to cover; all royalties, (ii) neither Seller nor rentals and other payments due under the Leases have been fully, properly and timely paid; no party to any tenant Lease is in monetary default or material non-monetary default under breach of any of provision thereof and no such breach has been alleged by any lessor; and all conditions necessary to keep the Leases, except Leases in force have been performed. Except as to be set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally"E", Seller hereby represents has received no currently pending demand for release regarding any portion of the Leases. Seller will use its best efforts to take all prudent action necessary to keep the Leases in force and warrants effect until the Closing. Seller shall provide to Buyer that attached to a schedule of all special provisions on a lease-by- lease basis as soon as practicable after execution of this Agreement as Exhibit “O-1” is a rent roll Agreement. Buyer shall assume, at its sole option and at Seller's actual cost and expense, any and all interests in the nature of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if anySubject Properties acquired, and any special concessionsand all outstanding offers and commitments made by Seller which become due after the date of this Agreement, prepaid rentand as to offers for new leases, options which are beyond the first 66,000 net acres covered by the Leases. Seller shall not compete for or acquire any interest in lands within the Kansas counties of Neosho or in the easternmost ten miles of Wilsxx xxx a period of two (2) years from or after the date of this Agreement. Any such subsequent interest so acquired by Seller, at Buyer's option, shall be promptly assigned to purchase Buyer without reservation of any interest and within fifteen (15) days thereafter, and Buyer shall reimburse Seller the actual cost incurred in the payment of bonus therefor. The Willxxxx Xxxup shall not be prohibited from normal well consulting or rights participation in wellx 'xx the area, but they shall not acquire new acreage blocks (more than 640 acres cumulative) which might conflict with the activities and interests of first refusalBuyer.

Leases. There are no No unrecorded written leases or oral leases affect the Property, excluding, however, (a) rights of space residents of the facility on the land pursuant to unrecorded residency agreements, if any, and (b) that certain dated , by and between, inter alia, Seller, as landlord, and , as tenant (as amended to date, the “Facility Lease”). The Facility Lease is being terminated with respect to the Property concurrently with the sale of the Property to Purchaser. As an inducement to the Title Company to insure over any defects, liens, encumbrances, adverse claims or other matters created, first appearing in the Property public records or attaching during the period between , 201 and date on which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring deed conveying the Property subject from Seller to Purchaser is recorded in the leasesofficial records of , (the “Recording Date”), and of which the undersigned (or any party claiming under the undersigned) other than had knowledge (“New Title Matters”), the Leasesundersigned hereby agrees to: (1) promptly remove, bond over or otherwise dispose of any such New Title Matters, and (2) hold harmless and indemnify the Title Company for any loss, cost, expense, claim or damage, including without limitation reasonable attorneys’ fees, arising from the undersigned’s failure to so remove, bond over or otherwise dispose of any such New Title Matters. As used hereinThe undersigned’s obligations under the preceding sentence shall expire thirty (30) days after the Recording Date unless the Title Company, “Leases” meanson or before the expiration of such thirty (30) day period, collectivelynotifies the undersigned in writing of any New Title Matters. Additionally, the undersigned shall not incur any liabilities or obligations hereunder with respect to any New Title Matters arising after the earlier of (i) fifteen (15) days from the leases listed in Exhibit “O” (the “Lease Exhibit”) date hereof and (ii) the leases entered into Recording Date. The undersigned authorized signatory executing this declaration on behalf of Seller is not executing this declaration individually, but solely in accordance with his or her capacity as an authorized signatory of Seller. Exhibit C EXECUTED this Agreementday of , 201 . Seller has provided Buyer with true[ ], correct a [ ] By: Name: Title: Exhibit C ATTACHMENT 3 Form of Deed SPECIAL WARRANTY DEED FOR VALUE RECEIVED, the receipt and complete copies sufficiency of all Leases which are hereby acknowledged, , a (and all modifications and amendments thereto“Grantor”), hereby grants to , a (“Grantee”), all related correspondenceof that certain real property more particularly described in Schedule 1 attached hereto and incorporated herein by this reference (the “Property”), side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, subject to the extent in Seller’s possession, copies of (a) all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledgenon-delinquent real property taxes, (ib) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security depositdelinquent special assessments, if any, and any special concessions(c) all other liens, prepaid rentleases, options easements, encumbrances, covenants, conditions, restrictions and other matters of record. Grantor does hereby covenant and agree to purchase and with Grantee that GRANTOR WILL WARRANT AND DEFEND the Property against all persons lawfully claiming, or rights to claim the same, by, through or under Grantor and none other, subject to the above matters. Except as aforesaid, Grantor makes no other warranties of title relative to the Property. Dated: , 20 [ ], a [ ] By: Name: Title: STATE OF ILLINOIS ) ) ss. COUNTY OF XXXX ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 20 , before me personally appeared , to me known to be the of [ ], the [ ] that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the date and year first refusal.above written. Notary Public in and for the State of Residing at My commission expires: Type or Print Notary Name Exhibit C ATTACHMENT 4 Form of Operational Transfer Agreement for an Operating Facility FORM OF OPERATIONS TRANSFER AGREEMENT By and Between KINDRED , , [New Operator] KINDRED HEALTHCARE OPERATING, INC. (joining in this Agreement solely for purposes of Section 18.9 herein) and , [New Operator’s Guarantor] (joining in this Agreement solely for purposes of Section 18.10 herein) Dated , 201 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.1. Definitions 3 ARTICLE II SALE AND PURCHASE OF ASSETS 6 2.1. Agreement to Sell and Purchase 6 ARTICLE III PURCHASE PRICE; PRORATIONS 7 3.1. Purchase Price; Prorations 7 3.2. Taxes; Fees 7 3.3. Prorations 7 ARTICLE IV ASSETS AND EXCLUDED ASSETS 8 4.1. Assets 8 4.2. Excluded Assets 10 ARTICLE V ASSUMED OBLIGATIONS 11 5.1. Assumed Kindred Contracts 11 ARTICLE VI CLOSING 12 6.1. Closing 12 ARTICLE VII MEDICARE PROVIDER AGREEMENT 12 7.1. Kindred’s Medicare Provider Agreement 12 7.2 Kindred’s Medicaid Provider Agreement 12 ARTICLE VIII CHANGE OF OWNERSHIP OF THE FACILITY 13 8.1. Licensure Approvals 13 8.2. Cost Reports 13 ARTICLE IX TRANSFER OF RESIDENT TRUST FUNDS 15 9.1. Resident Trust Funds 15 ARTICLE X EMPLOYEES 16 10.1. Hired Employees 16 10.2. Employees and Benefits 17 ARTICLE XI ACCOUNTS RECEIVABLE 17 11.1. Accounts Receivable 17 11.2. Receipts by New Operator 17 11.3. Receipts by Kindred 18 11.4. Other Receipts 18 11.5. Accounting for Accounts Receivable 19 ARTICLE XII REPRESENTATIONS AND WARRANTIES 20 12.1. Kindred’s Representations 20 12.2. New Operator’s Representations 22 ARTICLE XIII INTERIM OPERATIONS AND UNDERTAKINGS 24 13.1. Conduct of Business Pending Closing 24 13.2. Prohibited Actions of Kindred Pending Closing 24 13.3. Access 25 13.4. Information Systems, Records, Etc. 25 13.5 Other Undertakings 26 13.6 Notice by Kindred of Certain Events 26 ARTICLE XIV CONDITIONS PRECEDENT 26 14.1. Conditions Precedent to New Operator’s Obligations 26 14.2. Conditions Precedent to Kindred’s Obligations 27 14.3. Waiver of Conditions Precedent 27 ARTICLE XV DELIVERIES AT CLOSING 27 15.1. Kindred’s Deliveries 27 15.2. New Operator’s Deliveries 28 ARTICLE XVI TERMINATION 28 16.1. Termination of the Agreement 28 ARTICLE XVII FURTHER ASSURANCES; COVENANTS 28 17.1. Further Assurances 28 17.2. Covenants 29 17.3 Kindred Non-Solicitation 29 17.4 New Operator Non-Solicitation 29 17.5 Access to the Records 29 17.6 Final Reports and Actions; Insurance 30 ARTICLE XVIII INDEMNIFICATION 30 18.1. Indemnification by Kindred 30 18.2. Indemnification by New Operator 31 18.3. Period of Indemnity 31 18.4. Notice to the Indemnifying Party 32 18.5. Non-Third Party Claims 32 18.6. Third Party Claims 32 18.7. Reimbursement 33 18.8. Exclusive Remedy 33 18.9 Kindred Guaranty 33 18.10 New Operator Guaranty 33 ARTICLE XIX MISCELLANEOUS 34 19.1. Effectiveness 34 19.2 Complete Understanding 34 19.3 Waiver 34 19.4 Applicable Law 34 19.5 Notices 34 19.6 Waiver of Jury Trial 35 19.7. Construction 35 19.8. Exhibits 35 19.9. Severability 35 19.10. Third Party Beneficiaries 35 19.11. Counterparts 35 19.12. Electronic Signatures 35 19.13. [Intentionally Omitted] 35 19.14. Headings 35 19.15. Assignment; No Beneficiaries 35 19.16. Publicity 36 19.17. Confidentiality 36 19.18. Notice of Investigations and Default 36

Leases. There With respect to each Property, the Leases, are the only leases, licenses, tenancies, possession agreements and occupancy agreements affecting that Property on the date hereof in which that Entity holds the lessor's, licensor's or grantor's interest thereunder and there are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases other leases, licenses, tenancies, possession agreements or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the PropertyProperty (other than subleases, licenses, tenancies or other possession or occupancy agreements which may have been entered into by the tenants, or their predecessors in interest, under such Leases). None ; a true and complete copy of all such Leases have been made available to the Operating Partnership; such Leases, are in full force and, except as indicated otherwise on Schedule 1.4, the Entities, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been amended cured; fixed rent and additional rent are being billed to the tenants in accordance with the schedule set forth on Schedule 1.4; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease Exhibit. There are with such tenant and no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect claims a right to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leasesforegoing, except as set forth on Exhibit “Q”Schedule 1.4; except as set forth on Schedule 1.4, and (iii) the Entities has received no written notice that any tenant contests its pro rata shares of tax increases as required by its Lease or that any tenant contests its pr rata shares of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it; no assignment of the Entities' rights under any Lease has filed for bankruptcy. Additionallyis in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, Seller hereby represents and warrants except as set forth on Schedule 1.4, with respect to Buyer that attached any Leases entered into by the Entities, no brokerage commissions will be due upon the failure of any tenant to this Agreement as Exhibit “O-1” is a rent roll exercise any cancellation right granted in its Lease or upon any extension or renewal of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalsuch Leases.

Leases. There are no leases of space in leases, license agreements or other occupancy agreements for the Property which will be in force on binding upon the Closing Date and under which Seller is the landlord (whether by entering into the leases Purchaser or acquiring the Property subject to the leases) its successors other than the Leases. As used herein, “Leases” means, collectively, (i) Leases described on the schedule of leases listed in attached hereto as Exhibit “O” (B. The copies of the “Lease Exhibit”) and (ii) Leases delivered to Purchaser by or on behalf of Seller prior to the leases entered into in accordance with execution of this Agreement. Seller has provided Buyer with Agreement are true, correct accurate and complete copies in all material respects as of all the date hereof, are in full force and effect and none of the Leases (and all modifications and amendments theretohas been further modified, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property)amended or extended. None of the Leases has been shall be further extended, modified or amended prior to Closing without the Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the tenants, is in default under the Leases, and there are no other obligations of the landlord pertaining to the Property except as expressly set forth in the Lease ExhibitLeases. There To the knowledge of Seller, no controversy, claim, dispute or disagreement exists between the parties to any of the Leases, and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under any of the Leases. The Leases are all in full force and effect. Neither the tenants under the Leases (the “Tenants”) nor any other person, firm or corporation has any right, option or agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal to purchase the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits under or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases except as set forth in the Lease Exhibit. As of the date hereof, and at Closing, there shall be no such commissions or tenant improvement cost obligation owing by Seller payable, whether with respect to the present terms thereunder or any Leases in effect as renewals. Except for the funding of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) moving expenses offered to Xxxxxxx Development Corporation in connection with new Leases which its First Amendment to Deed of Lease dated April, 2006 (the costs of such moving expenses are permitted hereunder. To Seller’s knowledgea Seller obligation that will be credited to Purchaser at Closing), (i) all of there are no unperformed requirements under the Leases are in full force and effect, (ii) neither for the Seller nor to perform or fund the performance of any tenant is in monetary default build-out or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalimprovement work.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other Other than the Leases. As used herein, “Leases” means, collectively, (i) the leases Leases listed in on Exhibit “O” (the “Lease Exhibit”) I hereto and (ii) the leases entered into any New Leases executed in accordance with this Agreement. Section 9.2, above, Seller has provided Buyer with trueis not a party to any other leases, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and licenses or other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as the leasing or occupancy of the Closing, except for (1) extensions, expansions, options or renewals Property. Buyer acknowledges and agrees that the expiration of existing Leases (provided that such obligations are set forth in the applicable any Lease or in Exhibit “P”) New Lease on or (2) in connection with new Leases which are permitted hereunderprior to Closing shall not constitute a change of representation or warranty under this Article 11. To Seller’s knowledgeWith respect to the Leases, (i) all of the Leases are in full force and effect, effect except as otherwise set forth on Exhibit I; (ii) to Seller’s knowledge, neither Seller nor any tenant is in monetary default beyond any applicable notice and cure period or has given written notice of any existing material non-monetary default under any of the Leases, ; (iii) except as set forth on Exhibit “Q”K and Exhibit L attached hereto, and there are no Leasing Costs, rent concessions, or other tenant inducements that remain unpaid, unapplied, or otherwise outstanding with respect to any Lease, including in connection with any amendment or supplement to, or modification of, any Lease; (iiiiv) no to Seller’s knowledge, Seller has not received any written notice that any tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll party to any bankruptcy or insolvency proceeding (other than as a creditor) or is otherwise insolvent; (v) unless noted on Exhibit M, no Tenant is more than thirty (30) days in arrears on the payment of rent; and (vi) Exhibit N includes a true, correct, and complete list of all security deposits (including Letters of Credit) actually held by Seller with respect to the Leases as of the Leases which correctly sets forth Effective Date (to be updated as of the name of each tenant, the space affected, the rent, the term (including any options to renewClosing Date), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal.

Leases. There are no leases All leases, licenses and other agreements with regard to the ------ occupancy of space in the Property Project, including patient and resident care agreements and service agreements which will include an occupancy agreement ("LEASES") shall be in force on form and substance reasonably acceptable to Lender; provided Borrower need not seek Lender's approval for any new Qualified Non-Residential Lease entered into hereafter. Borrower shall submit for Lender's approval a copy of the form of residential Lease Borrower proposes to utilize at the Project, and all residential Leases entered into after the Closing Date and under which Seller is shall be on forms reasonably approved by Lender without material modification. Lender must approve all non-residential Leases of any part of the landlord Project; provided, however, Lender's approval shall not be required for (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (ibut Borrower shall provide Lender with a copy of) the leases listed in Exhibit “O” (the “execution, amendment, surrender or termination of any Lease Exhibit”) of non-residential space with an occupant thereof which provides for market rentals and (ii) the leases otherwise contains market terms and provisions, so long as such Lease is not entered into with any Guarantor or any of its or Borrower's Affiliates, does not have a term (including extension options in accordance with this Agreement. Seller has provided Buyer with true, correct favor of lessee) in excess of two (2) years and complete copies will not (in Lender's reasonable estimation) account for Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to gross revenue from the extent Project in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for one (1) extensionsyear period (a "QUALIFIED NON-RESIDENTIAL LEASE"). On the Closing Date, expansionsBorrower shall deliver to Lender a rent roll showing all existing Leases. On the Closing Date, options or renewals of all existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are shall be in full force and effect, (ii) neither Seller nor effect and Borrower shall submit a revised and recertified rent roll for the Project. If any tenant is in monetary default or material non-monetary default under any of the residential leases, other than Qualified Non-Residential Leases, except exist or are hereafter entered into with respect to the Project, each tenant thereunder shall execute and deliver to Lender prior to the Closing or prior to execution thereof by Borrower, as set forth on Exhibit “Q”applicable, a Subordination and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants Attornment Agreement in a form acceptable to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security depositLender, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalrequested by Lender. 3.7.

Leases. There are no leases of space No person has any possessory interest in the Property which will be in force on or right to occupy the Closing Date same except under and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject pursuant to the leases) other than provisions of the Leases. As used hereinLeases and any subleases relating thereto, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct true and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possessionthat Borrower has knowledge thereof, copies of all subleases subleases) executed and other occupancy agreements affecting delivered on or before the Property)Closing Date have been delivered to Lender. None of the Leases has been amended except Except as set forth disclosed in the Lease Exhibit. There are no security deposits under Tenant estoppel letters delivered to Lender prior to the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, date hereof (i) all of the Leases are in full force and effect, and are valid and enforceable in all material respects, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (ii) neither Seller nor to its Actual Knowledge, there are no material defaults under any tenant is in monetary default Lease or sublease by either party thereto (other than rent delinquencies specified on Schedule 4 attached hereto); (iii) to its Actual Knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a material non-monetary default under any Lease; and (iv) no Rent under any Lease or Operating Agreement has been paid for more than one month in advance, except for Security Deposits, which at the Closing Date have been deposited with the Lender in accordance with the provisions of Section 5.1(r) relating to Security Deposits received from and after the date hereof. Each Lease is subordinate to the Loan Documents or, if any Lease is not so subordinate, the Tenant under such Lease is required to execute and deliver a nondisturbance, subordination and attornment agreement effecting the subordination of such Lease to the Loan Documents. As to all present Leases and (upon execution thereof) all future Leases relating to the Property, Borrower is, or will be, the sole owner of the Leaseslessor’s interest. No Tenant has the right to terminate a Lease (other than in connection with a casualty or condemnation) except as set forth in Schedule 5 and no Lease contains an option to purchase, right of first refusal or similar provisions for the purchase of the Property. No Tenant or former tenant has any present or future right to participate in the proceeds of the Property. There are no obligations for Tenant Improvements or inducements requiring the expenditure of money by Borrower as lessor under any Lease that have not been satisfied in full prior to the date hereof, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalin Schedule 6.

Leases. There are no The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the obligations of the Mortgagor under all leases and agreements for the use of the Mortgaged Property and use reasonable efforts to enforce or secure the performance of each obligation and undertaking of the respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with the Mortgagor’s interest in any leases of space in the Property which will be in force on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant’s interest under said leases unless the Closing Date and under which Seller right to assign or surrender is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits expressly reserved under the Leases except as set forth in the Lease Exhibit. As lease, nor receive any installment of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except rent for more than one (1) extensions, expansions, options or renewals month in advance of existing Leases (provided that such obligations are set forth in its due date unless otherwise required pursuant to the terms of the applicable Lease lease, nor execute any mortgage or in Exhibit “P”) create or (2) in connection with new Leases permit a lien which are permitted hereundermay be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. To Seller’s knowledgeThe Mortgagor shall not materially modify or amend the terms of any such leases, (i) all nor borrow against or pledge the rentals from such leases, nor exercise or waive any default of the Leases are in full force and effecttenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee’s prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, (ii) neither Seller nor comply with or discharge any tenant is in monetary default or material non-monetary default obligations of the Mortgagor under any lease or should the Mortgagee become aware of the Leases, except as set forth on Exhibit “Q”, and (iii) no or be notified by any tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is lease of a rent roll material failure on the part of the Leases which correctly sets forth the name of each tenantMortgagor to so perform, comply with or discharge its obligations under said lease, the space affectedMortgagee may, the rent, the term (including any options to renew), the security deposit, if anybut shall not be obligated to, and without further demand upon or notice to the Mortgagor, and without waiving or releasing the Mortgagor from any special concessionsobligation in this Mortgage contained, prepaid rentremedy such failure, options and the Mortgagor agrees to purchase or rights repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event of first refusalDefault hereunder.

Leases. There are The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered in connection with the origination of the Loan. To the Best of Mezzanine Borrower's Knowledge (which shall include consultation with Manager), such certified rent roll is true, complete and correct in all material respects as of the date set forth therein. Except as described in the Ground Leases, no leases of space Person has any possessory interest in the Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which will be in force on are not the Closing Date subject of a written agreement) except under and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject pursuant to the leases) other than provisions of the Leases. As used hereinTo the Best of Mezzanine Borrower's Knowledge, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the current Leases are in full force and effecteffect and there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to Mezzanine Lender or the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan) and there are no conditions that, (iiwith the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Mezzanine Borrower's Knowledge, all construction and other obligations of a material nature to be performed by the Mortgage Borrower under the Leases have been satisfied and) neither Seller nor any required payments by Mortgage Borrower to the Tenants under the Leases for tenant is in monetary default or material non-monetary default improvements have been made to the extent required to be satisfied. To the Best of Mezzanine Borrower's Knowledge, no Tenant under any of Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the BEST OF MEZZANINE BORROWER'S KNOWLEDGE, the Rent has been paid current under the Leases. To the Best of Mezzanine Borrower's Knowledge, no Rent has been paid more than one (1) month in advance of its due date, except as set forth on Exhibit “Q”disclosed in the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, and (iii) no tenant transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant or other Person under any Lease or other agreement has filed for bankruptcy. Additionally, Seller hereby represents and warrants any right or option pursuant to Buyer that attached such Lease or other agreement or otherwise to this Agreement as Exhibit “O-1” is a rent roll purchase all or any part of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalProperty.

Leases. There are no leases With respect to the Leases: (a) the Rent Roll dated as of space in the Property which will be in force on the Closing Date is true, complete and under which Seller is the landlord (whether by entering into the leases or acquiring correct and the Property is not subject to the leases) Leases other than the Leases. As used herein, “Leases” means, collectively, Leases identified on such Rent Roll; (ib) the leases listed in Exhibit “O” (the “Lease Exhibit”) Borrower has delivered to Lender complete and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, except as otherwise disclosed to Lender in writing and acknowledged by Lender; (and all modifications and amendments theretoc) each Lease, all related correspondenceby its terms, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, is subordinate to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None lien of the Leases has been amended except as set forth Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (d) Borrower is the sole owner of the entire lessor's interest in the Lease Exhibit. There are no security deposits under Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for Lender); (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (ie) all of the Leases are in full force and effectbona fide, arms-length agreements with tenants unrelated to Borrower, (iif) neither Seller nor none of the Rents have been collected for more than one (1) month in advance of the date when due under the Lease (and for such purpose, a security deposit shall not be deemed rent collected in advance and further provided that rent under the Ply Gem Lease may be collected no more than three (3) months in advance); (g) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower in the full amount reported on the Rent Roll; (h) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (i) no offsets or defenses exist in favor of any tenant is in to the payment of any portion of the Rents and Borrower has no monetary default or material non-monetary default obligation to any tenant under any Lease; (j) Borrower has not received notice from any tenant challenging the validity or enforceability of any Lease; (k) all payments due from tenants under the Leases, except as set forth on Exhibit “Q”, and Leases are current; (iiil) no tenant under any Lease has filed for bankruptcy. Additionallyis in default thereunder, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” or is a rent roll debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or, to the best knowledge of the Leases Borrower, has demonstrated a history of payment problems which correctly sets forth the name of each tenantsuggest financial difficulty; (m) no Lease contains an option to purchase, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights right of first refusalrefusal to purchase, or any other similar provision (provided that the provision in the Ply Gem Lease regarding the Termination Notice for casualty or condemnation, shall not be deemed an option to purchase); and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any Affiliate of Borrower regarding any Lease which have not been disclosed in writing to Lender and for which adequate amounts have not been set aside in the TI/LC Reserve Account.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Borrower has delivered to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with Lender a true, correct and complete copies rent roll for the Property (the “Rent Roll”), which includes all Leases affecting the Property. Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; (ii) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and all modifications and amendments theretothere is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (v) no Tenant has made any claim against the landlord under any Lease which remains outstanding, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters there are no defaults on the part of credit and other documents and materials relating theretothe landlord under any Lease, and, to Borrower’s knowledge, no event has occurred which, with the extent giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the Tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in Seller’s possessioneach Lease; (ix) each Lease is the valid, copies binding and enforceable obligation of all subleases Borrower and other occupancy agreements affecting the Property)applicable Tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of a Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases has been amended except as set forth in contains any option to purchase or right of first refusal to purchase the Lease ExhibitProperty or any part thereof. There are no security deposits under Neither the Leases nor the Rents have been assigned or pledged except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”Lender, and (iii) no tenant under other Person has any Lease has filed for bankruptcyinterest therein except the Tenants thereunder. Additionally, Seller hereby Borrower represents and warrants to Buyer Lender that attached all pass-throughs of costs, charges, reimbursements and expenses charged by Borrower, as landlord, of Tenants pursuant to this Agreement as Exhibit “O-1” is a rent roll the terms and provisions of current and prior Leases are and were properly payable by such Tenants pursuant to the Leases which correctly sets forth the name terms and provisions of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalsuch Leases.

Leases. There are (i) The Property is not subject to any Leases other than the Master Lease, and the demised premises under the Master Lease constitute the entirety of the Land and the Improvements. The initial term of the Master Lease does not expire prior to the date that is the later to occur of the date that is (A) fifteen (15) years following the Must-Take Space Commencement Date (as defined in the Master Lease and (B) fifteen (15) years following the Closing Date. Master Tenant is required to commence payment of base rental payments under the Master Lease, with respect to Building A, not later than the Closing Date, and, with respect to the Required Improvements, on the date (such date, the “Master Lease Payment Outside Date”) that is the earlier to occur of (x) the date on which the Project is Substantially Complete and (y) the Substantial Completion Due Date. (ii) With respect to each Lease (including, without limitation, the Master Lease, (A) Borrower is the owner of landlord’s interest in such Lease, (B) other than with respect to Permitted Encumbrances, no leases of space Person has any possessory interest in the Property which will be in force on or right to occupy the Closing Date same except under and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject pursuant to the leases) other than the Leases. As used herein, “Leases” means, collectivelyprovisions of such Lease, (iC) the leases listed in Exhibit “O” (the “such Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are is in full force and effect, the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises (iiexcept, prior to the Substantial Completion Due Date, Building B), are open for business, and are paying (except, prior to the Master Lease Payment Outside Date, the Master Lease Payments in respect of Building B) neither Seller nor full, unabated rent, and no tenant under such Lease has given Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and Borrower has no knowledge that any such tenant intends to so terminate or vacate), (D) Borrower has not received written notice from any tenant under such Lease claiming that Borrower (or any prior landlord) is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”thereunder, and to the knowledge of Borrower there are no defaults under such Lease by any party thereto, (iiiE) no Revenue has been paid more than one (1) month in advance of its due date, (F) all work to be performed by Borrower (or any prior landlord) under such Lease (other than, with respect to the Master Lease, the Required Improvements) has been performed as required and has been accepted by the applicable tenant, (G) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant, (H) all security deposits are held by Borrower in accordance with the terms of such Lease and applicable Legal Requirements, (I) no tenant under any such Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll debtor in state or federal bankruptcy, insolvency, or similar proceeding, (J) other than Master Tenant under the Master Lease, no tenant under such Lease (or any sublease) is an Affiliate of Borrower, (K) except, in each case, in accordance with the express provisions of this Agreement, no tenant has assigned any interest in such Lease or sublet all or any portion of the Leases which correctly sets forth the name of each tenantpremises demised thereby, the space affectedno such tenant holds its leased premises under assignment or sublease, the rent, the term (including any options to renew), the security deposit, if any, nor does anyone except such tenant and any special concessions, prepaid rent, options to purchase or rights of first refusal.its

Leases. There are no The list of leases of space attached hereto as Exhibit D-1 is true and correct in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” all material respects (the “Lease ExhibitLeases”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under such exhibit, the Leases except have not otherwise been amended, modified or supplemented. The Leases made available to Purchasers pursuant to Section 3.1 below are true, accurate and complete copies. The information set forth on the Rent Roll attached hereto as Exhibit D-2 (the “Rent Roll”) is true and correct in all material respects. To Xxxxxx I’s knowledge, other than as set forth in Exhibit D-3 (the Lease Exhibit. As of the Closing“Arrearage Schedule”), there shall be no commissions or Landlord has not notified in writing any tenant improvement cost obligation owing by Seller with respect to any Leases that such tenant is in effect default, which default remains uncured as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunderdate hereof. To SellerXxxxxx I’s knowledge, (i) all of the Leases are in full force and effect. Except for the loan referenced in Section 10.2 hereof, the documents evidencing and securing such loan and the Xxx-Xxxxx Agreement, none of the Leases nor any of the rents under the Leases will be otherwise assigned, pledged, or encumbered as of the Closing Date; provided, however no representation is given with respect to any assignments, pledges, or encumbrances that may have been created or granted by any tenant under any Lease. Except for the Leases, neither Fee Landlord, Overlandlord nor Landlord has granted any use or occupancy rights to any person or entity and, to Xxxxxx I’s knowledge (i) Exhibit D-4 sets forth all subleases, license agreements or other occupancy agreements granted by any tenant under the Leases or by any predecessor-in-interest of Fee Landlord, Overlandlord or Landlord and (ii) there are no assignments of any Leases (whether by express assignment, stock transfer, merger or otherwise) other than those assignments as set forth in Exhibits D-1 and D-5. To Xxxxxx I’s knowledge, neither Seller nor Xxxxxx I or Fee Landlord, Overlandlord or Landlord has received any tenant is in monetary default or material non-monetary notice of default under any Leases which remains uncured as of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusaldate hereof.

Leases. There are The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered in connection with the origination of the Loan. To the Best of Borrower's Knowledge (which shall include Borrower's consultation with Manager), such certified rent roll is true, complete and correct in all material respects as of the date set forth therein. Except as described in the Ground Leases, no leases of space Person has any possessory interest in the Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which will be in force on are not the Closing Date subject of a written agreement) except under and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject pursuant to the leases) other than provisions of the Leases. As used hereinTo the Best of Borrower's Knowledge, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the current Leases are in full force and effecteffect and there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to Lender or the Tenant estoppel certificates delivered to Lender in connection with the closing of the Loan) and there are no conditions that, (iiwith the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Borrower's Knowledge, all construction and other obligations of a material nature to be performed by the Borrower under the Leases have been satisfied and) neither Seller nor any required payments by Borrower to the Tenants under the Leases for tenant is in monetary default or material non-monetary default improvements have been made to the extent required to be satisfied. To the Best of Borrower's Knowledge, no Tenant under any Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the Best of Borrower's Knowledge, the Rent has been paid current under the Leases. To the Best of Borrower's Knowledge, no Rent has been paid more than one (1) month in advance of its due date, except as set forth on Exhibit “Q”disclosed in the Tenant estoppel certificates delivered to Lender in connection with the closing of the Loan. There has been no prior sale, and (iii) no tenant transfer or assignment, hypothecation or pledge by Borrower of any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Lender concurrently herewith. No Tenant or other Person under any Lease or other agreement has filed for bankruptcyany right or option pursuant to such Lease or other agreement or otherwise to purchase all or any part of the Property (except with respect to the options in the PGA Agreements which are fully insured over by the Title Policy). Additionally, Seller Lender hereby represents and warrants agrees that on the date Borrower delivers to Buyer that Lender a "clean" tenant estoppel certificate in the form attached to this Agreement hereto as Exhibit “O-1” is G regarding any Lease for which Borrower has not delivered a rent roll of tenant estoppel certificate to Lender on the Leases which correctly sets forth the name of date hereof (each tenantsuch Lease, the space affected, the rent, the term (including any options to renewa CERTIFYING LEASE), the security deposit, if any, and any special concessions, prepaid rent, options Borrower's representations in this Section 4.1.27 with respect to purchase or rights of first refusalsuch Certifying Lease shall automatically expire.

Leases. There are no leases (a) Borrower shall furnish Lender with executed copies of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the all Leases. As used hereinA new Lease which is not a Major Lease, “Leases” meansa renewal and extension or amendment of a Lease which is not a Major Lease, collectivelyshall not require Lender's approval, PROVIDED (i) the leases listed rent and other amounts payable thereunder, based upon the location of the demised premises, the type of property, and the tenant improvements, allowances or concessions to be made or provided by the landlord thereunder (taken as a whole) are "market" rate as determined by Borrower in Exhibit “O” (the “Lease Exhibit”) good faith, and (ii) the leases entered into other proposed terms thereof (taken as a whole) are Commercially Reasonable as determined by Borrower in accordance with this Agreementgood faith. Seller has provided Buyer with trueLender hereby agrees that the terms and provisions of Borrower's standard forms of Lease attached hereto as EXHIBIT D (collectively, correct and complete copies the "STANDARD LEASE FORM") without material deviation (defined for these purposes as a deviation that would likely be objectionable to a prudent institutional lender) are Commercially Reasonable. Subject to the provisions of all Leases (and all modifications and amendments theretothe next sentence, all related correspondencenew Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Property and that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee's request. Lender agrees to execute subordination, side lettersnon-disturbance and attornment agreements on the form attached hereto as EXHIBIT E (with such changes as reasonably approved by Lender), indemnity and/or reimbursement agreementsor, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits if required under the Leases except as set forth in the Lease Exhibit. As of the Closingapplicable Lease, there shall be no commissions or tenant improvement cost obligation owing by Seller any other form reasonably satisfactory to Lender, with respect to any Leases in effect Lease as to which a subordination, non-disturbance and attornment agreement is required to be delivered by Lender, either as an obligation of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that Borrower under such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all order to effect the subordination of such Lease and the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of agreement to attorn by the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalrelated Tenant.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Borrower has delivered to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with Lender a true, correct and complete copies of rent roll for the Property (the “Rent Roll”), which includes all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property. Except as set forth on the Rent Roll and the Tenant estoppels and aged receivables report delivered to Lender in connection with the closing of the Loan: (i) each Lease is in full force and effect; (ii) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance (except for security deposits and the last month’s rents aggregating not more than 2 months’ rent); (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent; (v) no Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the Tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder; (x) no Person has any possessory interest in, or right to occupy (other than any right of the Manager to occupy a management office located on the Property), the Property except under the terms of a Lease; (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; and (xii) each Lease has been written using the same form of lease. None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to contains any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options option to purchase or rights right of first refusalrefusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the Tenants thereunder.

Leases. There are no leases (a) Section 5.11(a) of space in the Property Disclosure Schedule sets forth a true and complete list of all leases, agreements and other rights of possession or commitments to lease or otherwise possess, under which will be in force on Seller or any of its Subsidiaries is the Closing Date lessor, licensor or otherwise grants use or occupancy, and under which Seller is any Sellers have a leasehold interest or other contractual rights in or to any Purchased Asset, which in the landlord case of leases for personal property provides for annual rental payments of more than $250,000 (whether by entering into the collectively "Material Personalty Leases") and which includes all leases or acquiring the for Real Property subject and leases related to the leases) other than Temple-Inland Canal Easement or the Leases. As used hereinWater Easement and which is not terminable without penalty upon notice of 12 months or less, “Leases” meanssuch list including, collectively, for each such Lease: (i) an identification of the leases listed in Exhibit “O” lease, sublease or license agreement therefor (or any other agreement with respect to the “Lease Exhibit”use or occupancy thereof) and any and all amendments or modifications thereof or side letters with respect thereto (collectively, the "Leases"); (ii) the leases entered into in accordance type of property leased thereunder, and with this Agreement. Seller has provided Buyer with truerespect to Leases for real property, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None approximate size of the premises leased thereunder; (iii) the term thereunder, including any extension options; (iv) with respect to Leases has for real property, the use of such premises and the nature of any improvements located thereon; and (v) the recording information of any Leases which have been amended except as set forth recorded in the Lease Exhibitapplicable real estate records offices. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with With respect to any Leases in effect as for real property under which any Sellers have a leasehold interest or other contractual rights, such Person has good and valid leasehold title, free and clear of the Closing, all Encumbrances except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalPermitted Exceptions.

Leases. There are no leases (a) All Leases and all renewals of space in Leases executed after the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, date hereof shall (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with trueprovide for economic terms, correct and complete copies of all Leases (and all modifications and amendments theretoincluding rental rates, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, comparable to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except existing local market rates for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effectsimilar properties, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leasesbe on commercially reasonable terms, except as set forth on Exhibit “Q”, and (iii) have a term of not less than three (3) years (unless Lender approves in writing a shorter term) and not more than ten (10) years, including extensions and renewals (unless Lender approves in writing a longer term), (iv) provide that such Lease is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) be to Tenants that are creditworthy, (vi) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (vii) not be to an Affiliate of Borrower, any Guarantor or Manager, (viii) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Property), any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not, so long as no tenant Event of Default is continuing and so long as no Sweep Event has occurred, be unreasonably withheld or delayed. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease has filed for bankruptcy. Additionallyapproved by Lender promptly upon request, Seller hereby represents and warrants to Buyer that attached to this Agreement with such commercially reasonable changes as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if anymay be requested by such Tenants, and which are reasonably acceptable to Lender. Borrower shall pay Lender’s costs and expenses in connection with any special concessionssuch subordination, prepaid rentnon-disturbance and attornment agreement, options to purchase or rights of first refusalincluding, without limitation, reasonable legal fees and expenses.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject With respect to the leases) other than Leases, the Leases. As used hereinLease Receivables and/or the Gross Lease Receivables, “Leases” meansas the case may be, collectivelyBorrower warrants and represents to Lender that, unless otherwise indicated in writing by Borrower: (i) the leases listed they are genuine, are in Exhibit “O” (the “Lease Exhibit”) all respects what they purport to be, are not evidenced by a judgment and are only evidenced by one, if any, executed original instrument, agreement, contract or document; (ii) the leases entered into they represent undisputed, bona fide transactions completed in accordance with this Agreement. Seller has the terms and provisions contained in any documents related thereto; (iii) the amounts of the face value shown on any Leases or schedules thereto or schedule of accounts or accounts receivable report delivered or provided Buyer with trueto Lender, correct and complete copies of all Leases (and all modifications invoices, statements and amendments theretoreports delivered or provided to Lender, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Gross Lease Receivables and/or Leases are actually and absolutely owing to Borrower and are not contingent for any reason; (iv) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (v) there are no facts, events or occurrences which in effect as any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount of any such Lease Receivables and/or Leases, and on all contracts, reports, invoices and statements delivered or provided to Lender with respect thereto; (vi) to the Closingbest of Borrower's knowledge and belief, except for all Account Debtors, under any Gross Lease Receivables and/or Leases, (1A) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in had the applicable capacity to contract at the time any Lease or in Exhibit “P”) contract or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledgeother document giving rise to the Lease Receivable was executed, (iB) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”solvent, and (iiiC) no tenant under are not the subject of a bankruptcy or insolvency proceeding of any kind; (vii) the Lease has filed for bankruptcy. AdditionallyReceivable, Seller hereby represents the Leased Equipment and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases giving rise to any such Lease Receivable are not subject to any Liens or claim or encumbrance, except those of Lender, those removed or terminated prior to the date hereof and those subordinate to Lender's security interest (unless otherwise agreed by the Lender in its sole discretion); (viii) Borrower has no knowledge of any fact or circumstance which correctly sets forth would impair the name validity or collectibility thereof; (ix) to the best of each tenantBorrower's knowledge and belief, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in said party's financial condition; (x) they have not been pledged, assigned or transferred to any Person other than to the space affected, Lender; (xi) the rent, the term (including any options to renew), the security deposit, if any, Leases and any special concessionsguarantees or undertakings of any kind whatsoever regarding the same constitutes legal, prepaid rentvalid and binding agreements enforceable against the Account Debtors and any guarantors in accordance with their respective terms, options except to purchase or rights of first refusal.the extent that such enforcement may be limited by applicable bankruptcy,

Leases. There are no All estate, right, title and interest of the Mortgagor in, to, under or derived from: all leases and subleases (including, without limitation, the Lease) now or hereafter in effect, whether or not of space in record, for the use or occupancy of all or any part of the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used hereinincluding, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments theretowithout limitation, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None guarantees of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closingtenants' or subtenants' obligations thereunder), there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, and (i) all of rent and other amounts now or hereafter payable to the Leases are in full force and effectMortgagor thereunder, (ii) neither Seller nor all rights of the Mortgagor (subject to the Indenture and the Note Purchase Agreement) to exercise any tenant is election or option or to make any decision or determination or to give any notice, consent, waiver or approval or to take any other action under or in monetary respect of any of such leases or to accept any surrender or redelivery of the Property or any part thereof, as well as all the rights, powers and remedies of the Mortgagor, whether acting under any of the leases or by statute or at law or in equity, or otherwise, arising out of any default or material non-monetary event of default under any of the Leases, except as set forth on Exhibit “Q”such leases, and (iii) no tenant under any Lease has filed for bankruptcy. Additionallyall estate, Seller hereby represents right, title and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll interest of the Leases which correctly sets forth Mortgagor as a secured party or lienholder thereunder to the name extent a security interest or Lien may be deemed to be created by any such lease (the foregoing being collectively referred to as the "Leases"). Granting Clause VII. Rents, Issues amid Profits. All estate, right, title and interest of each tenantthe Mortgagor in, the space affectedto, the rentunder or derived from: all rents (including, the term (including any options to renewwithout limitation, all Base Rent and Supplemental Rent), royalties, issues, profits, receipts, revenue, income and other benefits now or hereafter accruing with respect to the Property, (including, without limitation, all rents and other sums now or hereafter payable pursuant to the Leases); all other sums now or hereafter payable with respect to the use, occupancy, management, operation or control of the Property; and all other claims, rights and remedies now or hereafter belonging or accruing with respect to the Property, including, without limitation, fixed, additional and percentage rents, occupancy charges, security depositdeposits, if anyparking, maintenance, common area, tax, insurance, utility and service charges and contributions (whether collected under the Leases or otherwise), proceeds of sale of electricity, gas, heating, air-conditioning and other utilities and services (whether collected under the Leases or otherwise), and any special concessionsdeficiency rents and liquidated damages following default or cancellation (the foregoing rents and other sums described in this Granting Clause being collectively called the "Rents"), prepaid rentall of which the Mortgagor hereby irrevocably directs be paid to the Mortgagee, options to purchase or rights be held and applied as subject to the terms of first refusalthe Indenture and the Lease. Granting Clause VIII.

Leases. There are no leases of space in Borrowers represent and warrant to Agent and the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Lenders with respect to the leases) other than the Leases. As used herein, “Leases” means, collectivelyLeases for residential occupancy, (i) to Borrower’s knowledge, the leases listed in Exhibit “O” (the “Lease Exhibit”) rent roll or Census Report for each Project delivered to Agent is true and correct; (ii) such Leases are valid and in and full force and effect; and (iii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None interests of the landlord and the rents under such Leases has have not been amended except as set forth in the Lease Exhibitassigned or pledged. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller Borrowers represent and warrant to Agent and Lenders with respect to any Leases in effect as of the ClosingCommercial Leases, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Sellerto Borrower’s knowledge, knowledge (i) all of the rent roll with respect to such Commercial Leases delivered to Agent is true and correct; (ii) such Commercial Leases are in full force and effect; (iii) the Commercial Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (iiiv) the copies of the Leases delivered to Agent are true and complete; (v) neither Seller the landlord nor any tenant is in monetary default or material non-monetary default under any of the Commercial Leases; (vi) Borrowers have no knowledge of any notice of termination or default with respect to any Commercial Lease; (vii) Borrowers have not assigned or pledged any of the Commercial Leases, the rents or any interests therein except as set forth on Exhibit “Q”, to Agent and the Lender; (viii) no Tenant or other party has an option to purchase all or any portion of any Project; (ix) no Tenant has the right to terminate its Commercial Lease prior to expiration of the stated term of such Commercial Lease; (x) no Tenant has prepaid more than one month’s rent in advance (except for bona fide Security Deposits not in excess of an amount equal to two months’ rent); and (iiixi) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants all existing Commercial Leases are subordinate to Buyer that attached the Mortgage either pursuant to this Agreement as Exhibit “O-1” is their terms or a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal.recorded subordination agreement

Leases. There are no As of the date hereof, Schedule 5.22 hereto contains a ------ ------------- complete list of all leases, occupancy agreements for real property and all amendments thereto, including without limitation, assignments and subleases pursuant to which the Company and its Subsidiaries leases real property, and written license agreements granted by the Company or its Subsidiaries pursuant to which a third party would have the right to enter upon the leased premises (herein individually referred to, together with any other Lease entered into from time to time, as a "Real Property Lease" and collectively referred to as ------------------- the "Real Property Leases"). The copies of space in the Real Property which will be in force on Leases heretofore -------------------- delivered by the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Company to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with Agent are true, correct and complete copies thereof and each of all such Real Property Leases (currently in effect is in full force and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, andeffect in accordance with the terms thereof. Neither the tenant nor, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None knowledge of the Company or its Subsidiaries, the landlord, under any Real Property Lease under which the Company is the tenant is in default under the applicable Real Property Lease or has given or received any notice of cancellation or termination of such Real Property Lease (other than pursuant to the expiration thereof) or condemnation of the leased premises, except to the extent such defaults or events described in such notices, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, operations or prospects of the Company or its Subsidiaries taken as a whole. Each of the Real Property Leases under which the Company or any of its Subsidiaries is the tenant currently in effect is in possession of its respective premises and is open for business in accordance with the Company's or such Subsidiary's ordinary course practices, and no such tenant has been amended assigned any of its interest in any of the Real Property Leases under which the Company is the tenant, as collateral or otherwise or sublet all or any portion of the premises covered by any Lease or granted any written license with respect thereto, except as set forth in the Lease Exhibit. There are no security deposits under the Leases except may be otherwise disclosed on Schedule 5.22 hereto or as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are is expressly permitted hereunder. To Seller’s knowledge, (i) all ------------- the knowledge of the Company, all work to be performed by the landlord under the Real Property Leases currently in effect has been completed and there are no claims pending or threatened against any landlord for failure to have per- formed or completed any such work, except to the extent any failure of such work to be performed, individually or in full force and effectthe aggregate, could not reasonably be expected to have a material adverse effect on the business, condition (ii) neither Seller nor any tenant is in monetary default financial or material non-monetary default under any otherwise), assets, operations or prospects of the Leases, except Company or its Subsidiaries taken as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalwhole.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Borrower has delivered to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with Lender a true, correct and complete copies of rent roll for the Property (the “Rent Roll”), which includes all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of a Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to contains any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options option to purchase or rights right of first refusalrefusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. There Borrowers have delivered to Lender a true, correct ------ and complete rent roll for each Collateral Property (each a, "RENT ROLL"), which includes all Leases affecting such Collateral Property (including schedules for all executed Leases for tenants not yet in occupancy or under which the rent commencement date has not occurred). Except as set forth in the Rent Rolls and estoppel certificates delivered to Lender on or prior to the Funding Date for the applicable Collateral Property: (i) to the best of each Borrower's knowledge, each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and, to the best of each Borrower's knowledge, there are no leases offsets, claims or defenses to the enforcement thereof; (iii) to the best of space each Borrower's knowledge, all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Property Rent Roll, and, to the best of each Borrower's knowledge, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to the best of each Borrower's knowledge, no tenant has made any written claim against the landlord under any Lease which will be in force remains outstanding, there are no defaults on the Closing Date part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to each Borrower's best knowledge, there is no present material default by the tenant under which Seller any Lease; (vii) no Borrower holds any security deposits under the Leases; (viii) a Borrower is the landlord sole owner of the entire lessor's interest in each Lease; (whether by entering into the leases or acquiring the Property subject ix) to the leasesbest of each Borrower's knowledge, each Lease is the valid, binding and enforceable obligation of a Borrower and the applicable tenant thereunder; and (x) other than to the Leasesbest of each Borrower's knowledge, no Person has any possessory interest in, or right to occupy, any Collateral Property except under the terms of a Lease. As used hereinNotwithstanding the foregoing, “Leases” means, collectively, the breach of any of the representations contained in the preceding sentence shall not constitute an Event of Default provided that (i) the leases listed in Exhibit “O” (the “relevant Lease Exhibit”) is not a Material Lease and (ii) the leases entered facts resulting in such breach do not, after taking into account all other facts resulting in accordance with this Agreement. Seller has provided Buyer with trueother breaches of the representations contained in the preceding sentence, correct and complete copies do not have a material adverse affect on the value, Underwritten Net Operating Income, use or operation of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the any Collateral Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to contains any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options option to purchase or rights right of first refusalrefusal to purchase any Collateral Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. There are no leases (a) All Leases and all renewals of space in Leases executed after the Property which will be in force on the Closing Date and under which Seller is the landlord date hereof (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, required pursuant to the terms of such Leases) shall (i) all of the Leases are in full force and effectprovide for economic terms, including rental rates comparable to existing local market rates for similar properties, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leasesbe on commercially reasonable terms, except as set forth on Exhibit “Q”, and (iii) unless Lender approves in writing a shorter term, have a term of not less than one (1) year (provided that the requirement set forth in this clause (iii) shall not apply to license agreements or Leases which demise less than 5,000 square feet of space at the Property), (iv) provide that such Lease is subordinate to the March 31, 2003 Mortgage and the Assignment of Leases and that the tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable tenant), (vi) not be to an Affiliate of Borrower or any Guarantor and (vii) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement (provided that any Lease with a national retailer may contain a requirement that Lender enter into a subordination, non-disturbance and recognition agreement on Lender's then current form), or any other terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not, so long as no tenant Event of Default is continuing, be unreasonably withheld or delayed (provided, that Lender's failure to approve or disapprove Borrower's request to enter into, renew or modify such Major Lease within 10 Business Days after Lender's receipt of such request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such written request before the expiration of such ten (10) Business Day period). Lender shall execute and deliver a subordination non-disturbance and attornment agreement in form and substance acceptable to Lender to Tenants under any future Major Lease has filed for bankruptcy. Additionallyapproved by Lender or any other Lease with a national retailer promptly upon request with such commercially reasonable changes as may be requested by Tenants, Seller hereby represents and warrants from time to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if anytime, and any special concessions, prepaid rent, options which are reasonably acceptable to purchase or rights of first refusalLender.

Leases. There are no leases To the best of space Seller's knowledge: Seller is not in default under any Tenant Lease, nor is there in existence any condition or fact which with notice or lapse of time, or both, would constitute a default thereunder; Seller (or its management company) is in possession of all tenant security deposits in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as amounts set forth in the Lease Exhibit. There Tenant Leases; no such tenants shall be entitled to any rebates, revenue participations, rent concessions, rent limitations or free rent or renewal options, except as provided in the Tenant Leases; no express written commitments have been made to any tenant for repairs or improvements, by Seller, as landlord, which remain to be completed or paid for in full (except as provided in Section 7.3 as to Suite 303); the Tenant Leases constitute the entire agreement between the landlord and tenant thereunder, and there are no security deposits under side letters or other agreements between the Leases except as set forth in the Lease Exhibit. As Landlord and each of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) tenants; all of the Tenant Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material nonthe result of bona fide arm's-monetary default length negotiations with persons who are not affiliates of Seller; no rents due under any of said Tenant Leases have been assigned, hypothecated or encumbered (excepting therefrom any such hypothecations or encumbrances being removed at Closing); no rents under any Tenant Leases have been prepaid in advance of the then current month which are not the subject of a credit under Section 8.5; and there are no fees or commissions payable to any third person or entity in regard to the subject property or any of said Tenant Leases (including any commissions payable upon the exercise of any renewal option under the Tenant Leases, except as set forth on Exhibit “Q”, and (iii) ); no tenant under any Tenant Lease has filed received any financing, or commitment to extend financing, from Seller in respect of any tenant improvements or for bankruptcy. Additionallyany other purposes (except as provided in Section 7.3 as to Suite 303); and Seller will not, Seller hereby represents hereafter and warrants prior to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll the Closing Date, modify any Tenant Lease, accept any termination or surrender of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, any Tenant Lease or enter into any agreement extending the term (including of any options to renew)Tenant Lease, without the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights prior written consent of first refusal.Purchaser;

Leases. There To Borrower’s knowledge (a) each Major Lease is in full force and effect; (b) the premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the part of Mortgage Borrower or Operating Lessee has been completed, and the Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, there are no leases offsets, claims or defenses to the enforcement thereof, and neither Mortgage Borrower nor Operating Lessee has any monetary obligations to any Tenant under any Major Lease; (d) all Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) no Tenant has made any written claim of space in a material default against the Property landlord under any Major Lease which will be in force on remains outstanding; (f) there is no present material default by the Closing Date and Tenant under which Seller any Major Lease; (g) all security deposits under the Major Leases have been collected by Mortgage Borrower or Operating Lessee; (h) Mortgage Borrower or Operating Lessee is the landlord (whether by entering into sole owner of the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, entire landlord’s interest in each Major Lease; (i) each Major Lease is the leases listed valid, binding and enforceable obligation of Mortgage Borrower and/or Operating Lessee and the applicable Tenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in Exhibit “O” the Major Leases; (j) no Person has any possessory interest in, or right to occupy, any Individual Property or any portion thereof except under the “terms of a Lease Exhibit”or as a hotel guest; (k) none of the Leases contains any option or offer to purchase or right of first refusal or right of first offer to purchase or lease any Individual Property or any part thereof; and (iil) neither the leases entered into in accordance with this AgreementLeases nor the Rents have been assigned, pledged or hypothecated except to Mortgage Lender. Seller Borrower represents that it has provided Buyer with heretofore delivered to Lender true, correct and complete copies of all Major Leases (and any and all amendments or modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalthereof.

Leases. There are no leases of space Except as disclosed in the Property which will be in force on any Tenant estoppel certificate addressed and delivered to Lender prior to the Closing Date or in Schedule 3.1.22 attached hereto, or otherwise disclosed to Lender in writing: (a) the rent roll attached hereto as Schedule I is true, complete and under which Seller correct, no Property is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) any Leases other than the Leases described in Schedule I, and no Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases. As used herein, “Leases” means, collectively, ; (ib)(i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases identified on Schedule I are in full force and effect, (ii) neither Seller nor any tenant is in there are no monetary default or defaults or, to Borrower’s Knowledge, material non-monetary defaults thereunder by any applicable Tenant, (iii) there are no defaults thereunder by Borrower, as landlord, and, Borrower’s Knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default under any of the Leasesby Borrower, except as set forth on Exhibit “Q”landlord, thereunder, and (iiiiv) to Borrower’s Knowledge, no Tenant is subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) no tenant Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by Borrower under each Lease to which such Borrower is a party has been performed as required and has been accepted by the applicable Tenant, and Borrower has no remaining obligation to pay for Tenant Improvements, Tenant Improvement Allowances or Leasing Commissions for existing Leases, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the applicable Borrower to any Tenant has already been received by such Tenant, (g) any security deposits are being held in accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under their Leases; (i) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, (j) no Tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants a right or option pursuant to Buyer that attached such Lease or otherwise to this Agreement as Exhibit “O-1” is a rent roll purchase all or any part of the Leases leased premises or the Improvements of which correctly sets forth the name leased premises are a part, (k) each Tenant at the Property is in physical occupancy of each tenantthe premises demised under its Lease, the space affected, the rent, the term (including to Borrower’s Knowledge and has not sublet any options portion thereof to renew), the security deposit, if anyany Person, and (l) no Person other than the applicable Borrower and the applicable Tenant have any special concessionsright, prepaid rent, options title or interest in and to purchase or the Leases and Rents except the rights of first refusaland Liens granted to Lender pursuant to the Loan Documents.

Leases. There are no leases of space in Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule II is true, complete and correct and the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property not subject to the leases) any Leases other than the Leases. As used herein, “Leases” means, collectivelyLeases described in Schedule II, (ib) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases identified on Schedule II are in full force and effect, there are no defaults thereunder by either party, and Borrower has not received any notice of termination with respect to any such Leases, (iic) neither Seller nor the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any tenant payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (g) the Tenants under the Leases have accepted possession and are in occupancy of, and are open for business and conducting normal business operations at, all of their respective demised premises, and are paying full, unabated rent under the Leases, (h) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (i) each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (j) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, any Guarantor or Manager, (k) no Tenant under any Lease is in monetary default or material non-monetary default under the terms and conditions of such Lease, (l) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing, (m) Borrower has not assigned or pledged any of the Leases, the rents thereunder or any interest therein except as set forth on Exhibit “Q”to Lender, (n) no Tenant or other Person has any option, right of first refusal or offer or any other similar right to purchase all or any portion of, or interest in, the Property, (o) no Tenant has the right to terminate its Lease prior to the expiration of the stated term thereof except, to the extent contained in the Lease, in the event of the destruction or condemnation of substantially all of the Property, (p) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, and (iiiq) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents all existing Leases are subordinate to the Mortgage and warrants the Assignment of Leases and provide that the Tenant thereunder will attorn to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, Lender and any special concessions, prepaid rent, options to purchase or rights of first refusalpurchaser at a foreclosure sale.

Leases. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Majority Banks as of the date of inclusion of the Mortgaged Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no leases of space occupancies, rights, privileges or licenses in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) Mortgaged Property or portion thereof other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, pursuant to the extent Leases reflected in Seller’s possession, copies of all subleases and other occupancy agreements affecting Rent Rolls previously furnished to the Agent for the Mortgaged Property). None of the Leases has been amended except Except as set forth in the Lease Exhibit. There are no security deposits under each Rent Roll, the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases reflected therein are in full force and effecteffect in accordance with their respective terms, (ii) without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither Seller the Borrower, the Guarantor nor any tenant is in monetary default of their respective Subsidiaries has given or made, any notice of any payment or other material non-monetary default under default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, except as . The Rent Rolls furnished to the Banks accurately and completely set forth on Exhibit “Q”, all rents payable by and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security depositsecurity, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the Borrower, the Guarantor or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantor or any special concessions, prepaid rent, options to purchase or rights of first refusaltheir respective Subsidiaries in respect of the Leases.

Leases. There The tenant listed in the Rent Roll is the only tenant occupying the Property through Seller, and to Seller's knowledge there are no leases of space in the Property which will be in force on the Closing Date and other leases, tenancies or other arrangements under which any other party has a right to occupy all or any part of the Property. A copy of all Leases, and all amendments thereto and guaranties thereof, if any, have been furnished by Seller is to Buyer and the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has copies so provided Buyer with are true, correct and complete copies of all complete. The Leases (and all modifications and have not been amended, modified or terminated except for any amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, delivered to Buyer pursuant to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property)preceding sentence. None No tenant under any of the Leases has been amended any renewal or expansion options except as set forth in the Lease ExhibitLeases and no tenant has any purchase options, rights of first offer or first refusal or any other options applicable to the Property or any part thereof. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As No tenant possess any credit, offset or claim against its obligation to pay rent, by reason of the Closingprepayment or otherwise, there shall be no commissions or tenant improvement cost obligation owing by Seller subject, however, to each tenant’s rights with respect to its security deposit. The Leases are presently in full force and effect and there are no defaults, nor have any Leases in effect as events occurred which, with the passage of the Closingtime or giving of notice, except for (1) extensionsor both, expansionswould constitute defaults, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To by Seller thereunder; and, to Seller’s knowledge, (i) all there are no defaults, nor have any events occurred which, with the passage of time or giving of notice, or both, would constitute defaults, by any tenant thereunder. Seller has not received any notice from any tenant asserting a claim, default or right to set-off rent by reason of the landlord’s failure to perform its obligations pursuant to the Leases are in full force and effect, (ii) neither Seller nor any notice asserting a claim by any tenant is in monetary default or material non-monetary default under any to a right to axxxx rent. For purposes of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessionsdocument delivered at Closing, prepaid rentwhenever the phrase "to Seller's knowledge," or the "knowledge" of any Seller or words of similar import are used, options they shall be deemed to purchase refer to facts within the actual knowledge only of Lxxxxx “Bxx” Bridge and no others, at the times indicated only, without duty of inquiry whatsoever. Buyer acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or rights creating any duties running from such individuals to Buyer. Buyer covenants that it will bring no action of first refusalany kind against such individuals, any shareholder, manager, officer partner or member of Seller, as applicable, or related to or arising out of these representations and warranties.

Leases. There are Borrower is the owner and lessor of landlord's interest in each Lease. Except to the extent disclosed on Exhibit 4.23, no leases of space Person has any possessory interest in the Property which will be or right to occupy the same except under and pursuant to the provisions of each Lease. There has been no prior sale, transfer or assignment, hypothecation or pledge of the Lease or of the rents received therein. Borrower has delivered to Lender a true and complete copy of each Lease. Each Lease is in full force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property effect and, subject to the leases) other than the Leases. As used herein, “Leases” means, collectivelyExhibit 4.28, (ia) there are no defaults thereunder by either party and there are no conditions that, with the leases listed passage of time or the giving of notice, or both, would constitute defaults thereunder; (b) no rent (including security deposits) has been paid more than one (1) month in Exhibit “O” advance of its due date; (c) there are no offsets or defenses to the “payment of any portion of the rents; (d) all work to be performed by Borrower under the Lease Exhibit”has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant; (e) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, except to the extent in Seller’s possessiondisclosed on Exhibit 4.23, copies of the Tenant under each Lease has not assigned its Lease or sublet all subleases and other occupancy agreements affecting the Property). None or any portion of the Leases has been amended premises demised thereby, no Tenant holds its leased premises under assignment or sublease, nor does anyone except as such Tenant and its employees occupy such leased premises; (f) except to the extent expressly set forth in the Lease, no Tenant under any Lease Exhibit. There has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part; (g) no security deposits Tenant under the Leases except as set forth any Lease has any right or option for additional space in the Improvements; (h) the term of each Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, has commenced; (i) all payment of base, fixed or minimum rent under each Lease has commenced; and (j) (i) no Hazardous Materials have been disposed, stored or treated by any Tenant under any Lease on or about the Leases are leased premises in full force and effectexcess of De Minimis Amounts or otherwise in violation of any Environmental Law, (ii) neither Seller nor does Borrower have any tenant is knowledge of any Tenant's intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials in monetary default violation of Environmental Law or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalLease.

Leases. An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Collateral Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are no leases of space occupancies, rights, privileges or licenses in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) Collateral Property or portion thereof other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, pursuant to the extent Leases reflected in Seller’s possession, copies of all subleases and other occupancy agreements affecting Rent Rolls previously furnished to the Agent for the Collateral Property). None of the Leases has been amended except Except as set forth in the Lease Exhibit. There are no security deposits under each Rent Roll, the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases reflected therein are in full force and effecteffect in accordance with their respective terms, (ii) neither Seller without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant is in monetary default thereunder, and neither the Borrower nor the Guarantor has given or made, any notice of any payment or other material non-monetary default under default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, except as . The Rent Rolls furnished to the Banks accurately and completely set forth on Exhibit “Q”, all rents payable by and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security depositsecurity, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, furnished or paid for by the Borrower or the Guarantor, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and any special concessionspaid for or provided for in a manner satisfactory to the Agent. No material leasing, prepaid rentbrokerage or like commissions, options to purchase fees or rights payments are due from the Borrower or the Guarantor in respect of first refusalthe Leases.

Leases. There are no leases of space (a) Except as disclosed in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring rent roll for the Property subject delivered to and approved by Lender in writing prior to the leases) other than the Leases. As used herein, “Leases” means, collectivelydate hereof, (i) Borrower is the leases listed sole owner of the entire lessor's interest in Exhibit “O” (the “Lease Exhibit”) and Leases; (ii) the leases entered into Leases are valid and enforceable and in accordance with this Agreement. Seller has provided Buyer with true, correct full force and complete copies of all Leases effect; (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (iiii) all of the Leases are in full force and effectarms-length agreements with bona fide, independent third parties; (iiiv) neither Seller nor no party under any tenant Lease is in monetary default or material non-monetary default under any default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (vii) none of the Leases, Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) calendar quarter in advance (except as set forth a security deposit shall not be deemed rent collected in advance); (ix) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on Exhibit “Q”, a rent-paying basis; (x) there exist no offsets or defenses to the payment of any portion of the Rents and (iii) Borrower has no monetary obligation to any tenant under any Lease Lease; (xi) Borrower has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll received no notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases which correctly sets other than expressly set forth in each Lease; (xiii) the name of each tenantLeases are valid and enforceable against Borrower and the tenants set forth therein; (xiv) except as provided in the Ground Lease and the Foster Wheeler Lease, the space affectedno Lease contains an option to purcxxxx, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options xxxxx xx first refusal to purchase or rights of first refusal.any other similar provision; (xv) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (xvi) each Lease is subordinate to this Security Instrument, either pursuant to its terms or a recordable subordination agreement;

Leases. There are no leases of No Borrower shall, without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld), enter into any lease for space in the Property which will applicable Project if such lease is a Material Lease. All Leases for space at the Project (including Material Leases) shall be in force (x) on the Closing Date applicable Borrower’s standard form of lease, a copy of which is attached hereto as Exhibit E, with such non-material changes as shall be commercially reasonable effected as a result of negotiations with the applicable Tenant and, (y) subject and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject subordinate to the leases) other than Loan Documents and the Leases. As used hereinLiens granted pursuant to the Collateral Documents (either pursuant to the terms of the Lease or a subordination, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) non-disturbance and (ii) the leases attornment agreement entered into in accordance with this Agreement. Seller has provided Buyer with trueby the Tenant, correct the applicable Borrower and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the PropertyAgent). None of the Leases has been amended except as set forth in the No Borrower will amend any Material Lease Exhibitwithout Administrative Agent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. There are no security deposits under the Leases except as set forth in the No Borrower will amend any Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the ClosingClosing Date to extend the term to more than five (5) years from the date of such amendment or grant to the Tenant thereunder a renewal option or to expand the premises leased to such Tenant or any Affiliate of such Tenant to more than 7,500 square feet, except for without the prior written consent of the Administrative Agent, not to be unreasonably delayed. No Borrower shall collect any Rent more than one (1) extensionsmonth in advance or, expansionswithout limitation of the foregoing, options amend or renewals of existing Leases (provided that such obligations are set forth modify any Lease in any material respect or hold any security or other deposit under a Lease, except in accordance with applicable Law and the applicable Lease. With respect to any written request (including an e-mail request) by Borrower to Administrative Agent for consent to a Material Lease (or in Exhibit “P”any amendment or modification thereto), Administrative Agent shall either approve or deny such request within ten (10) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all Business Days following receipt of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”such request, and if Administrative Agent fails to respond to Borrower within such ten (iii10) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenantday period, the space affected, the rent, the term (including any options request shall be deemed to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalhave been denied.

Leases. There are no leases of space in Borrower represents and warrants to Administrative Agent and the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Lenders with respect to the leases) other than the Leases. As used hereinLeases for residential occupancy, “Leases” means, collectivelyto Borrower’s Knowledge, (i) the leases listed in Exhibit “O” (rent roll or Census Report for the “Lease Exhibit”) Project delivered to Administrative Agent is true and correct; (ii) such Leases are valid and in and full force and effect; and (iii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None interests of the landlord and the rents under such Leases has have not been amended except as set forth in the Lease Exhibitassigned or pledged. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller Borrower represents and warrants to Administrative Agent and Lenders with respect to any Leases in effect as of the ClosingCommercial Leases, except for (1) extensionsif any, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Sellerto Borrower’s knowledgeKnowledge, (i) all of the rent roll with respect to such Commercial Leases, if any, delivered to Administrative Agent is true and correct; (ii) such Commercial Leases are in full force and effect; (iii) the Commercial Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (iiiv) the copies of the Leases delivered to Administrative Agent are true and complete; (v) neither Seller the landlord nor any tenant is in monetary default or material non-monetary default under any of the Commercial Leases; (vi) Borrower has no knowledge of any notice of termination or default with respect to any Commercial Lease; (vii) Borrower has not assigned or pledged any of the Commercial Leases, the rents or any interests therein except as set forth on Exhibit “Q”, to Administrative Agent and the Lender; (viii) no Tenant or other party has an option to purchase all or any portion of Project; (ix) no Tenant has the right to terminate its Commercial Lease prior to expiration of the stated term of such Commercial Lease; (x) no Tenant has prepaid more than one month’s rent in advance (except for bona fide Security Deposits not in excess of an amount equal to two months’ rent); and (iiixi) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants all existing Commercial Leases are subordinate to Buyer that attached the Mortgage either pursuant to this Agreement as Exhibit “O-1” is their terms or a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalrecorded subordination agreement.

Leases. There are no The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the obligations of the Mortgagor under all leases and agreements for the use of the Mortgaged Property and use reasonable efforts to enforce or secure the performance of each obligation and undertaking of the respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with the Xxxxxxxxx's interest in any leases of space in the Property which will be in force on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant's interest under said leases unless the Closing Date and under which Seller right to assign or surrender is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits expressly reserved under the Leases except as set forth in the Lease Exhibit. As lease, nor receive any installment of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except rent for more than one (1) extensions, expansions, options or renewals month in advance of existing Leases (provided that such obligations are set forth in its due date unless otherwise required pursuant to the terms of the applicable Lease lease, nor execute any mortgage or in Exhibit “P”) create or (2) in connection with new Leases permit a lien which are permitted hereundermay be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. To Seller’s knowledgeThe Mortgagor shall not materially modify or amend the telins of any such leases, (i) all nor borrow against or pledge the rentals from such leases, nor exercise or waive any default of the Leases are in full force and effecttenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee's prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, (ii) neither Seller nor comply with or discharge any tenant is in monetary default or material non-monetary default obligations of the Mortgagor under any lease or should the Mortgagee become aware of the Leases, except as set forth on Exhibit “Q”, and (iii) no or be notified by any tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is lease of a rent roll material failure on the part of the Leases which correctly sets forth the name of each tenantMortgagor to so perform, comply with or discharge its obligations under said lease, the space affectedMortgagee may, the rent, the term (including any options to renew), the security deposit, if anybut shall not be obligated to, and without further demand upon or notice to the Mortgagor, and without waiving or releasing the Mortgagor from any special concessionsobligation in this Mortgage GP:3764046 v1 9 contained, prepaid rentremedy such failure, options and the Mortgagor agrees to purchase or rights repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event of first refusalDefault hereunder. 1.22.

Leases. There are no leases (a) All Leases and all renewals of space Leases (other than renewals pursuant to options contained in the Property which will be in force on Leases) executed after the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, date hereof shall (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, provide for rental rates comparable to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except then existing local market rates for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effectsimilar properties, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leasesbe on commercially reasonable terms, except as set forth on Exhibit “Q”, and (iii) no tenant as to new Leases, provide that such Lease is subordinate to the Mortgage and that the lessee will attorn to Lender and (iv) not contain any terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof (other than renewals and amendments entered into pursuant to or in implementation of options or rights contained in such Major Leases) executed after the date hereof shall be subject to Lender's prior approval, such approval not to be unreasonably withheld, conditioned or delayed. A request by Borrower for the approval of any Major Lease has filed for bankruptcy. Additionallyor any renewal, Seller hereby represents and warrants to Buyer that attached amendment or modification thereof pursuant to this Agreement as Exhibit “O-1” is Section 4.1.9(a) or for Lender's approval of any other matter requiring Lender's consent pursuant to this Section 4.1.9(a) may include a rent roll statement in bold face type that if Lender fails to approve such Major Lease or other matter within ten (10) Business Days after receipt by Lender of such request, it shall be deemed to have been approved. If Lender fails to respond to any such request within ten (10) Business Days after its receipt thereof and all information reasonably required by Lender in order to adequately review such request, including, without limitation (in connection with the Leases which correctly sets forth the name approval of each tenant, the space affected, the rent, the term (including any options to renewa Major Lease), the security depositfinal proposed Major Lease itself and blacklined copies of such Major Lease marked to show the changes against the form of lease approved by Lender, if anyLender shall be conclusively deemed to have approved such Major Lease or other matter, provided that (in the case of approval of a Major Lease) blacklined copies of interim drafts of such Major Lease were provided to Lender. Upon request, Lender shall enter into a subordination, non-disturbance and attornment agreement in the form attached hereto as SCHEDULE V (with such reasonable and customary changes thereto as may be acceptable to Lender, acting reasonably and in good faith) with any special concessions, prepaid rent, options to purchase or rights of first refusalTenant under a Lease approved by Lender.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Borrower has delivered to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with Agent true, correct and complete copies of all Major Leases (and all modifications and amendments theretoand, as of the Closing Date, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the ClosingClosing Date. As of the Closing Date, except for (1) extensions, expansions, options or renewals of existing there are no Leases (provided that such obligations are set forth in with respect to the applicable Lease or in Exhibit “P”) or (2) Premises other than the Leases delivered to Agent in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all the closing of the Leases are Loan. Except as Borrower has otherwise notified Agent in writing: (a) each Major Lease is in full force and effect; (b) all Rents due and payable under the Major Leases have been paid and no portion of any Rent has been paid for any period more than thirty (30) days in advance; (c) to Borrower’s knowledge there is no claim or basis for a claim by the Lessee under any Major Lease for an 49 adjustment to its fixed rent; (d) no default in any material respect by Borrower exists under any Major Lease, and no event exists which, with the giving of notice or passage of any cure period, or both, would constitute a default in any material respect by Borrower under any Major Lease; (iie) neither Seller nor to Borrower’s knowledge, there are no offsets, claims or defenses to the enforcement by Borrower of any tenant is in monetary default or material non-monetary Major Lease presently outstanding; (f) Borrower has not received a notice of default under any of the LeasesMajor Lease which remains outstanding; (g) to Borrower’s knowledge, except as set forth on Exhibit “Q”no default by any Lessee in any material respect exists under any Major Lease, and no grounds for termination by any Lessee exists, and no event exists which, with the giving of notice or passage of any cure period, or both, would constitute a default in any material respect by any Lessee under any Major Lease or give rise to any right of any Lessee to terminate any Lease; (iiih) each Lease represents the entire agreement between Borrower and the Lessee thereunder with respect to the leasing of space at the Premises, and there are no other agreements or representations, written or oral, between Borrower and such Lessee with respect to thereto; (i) Borrower has obtained all consents necessary to assign the Major Leases to Agent pursuant to the Loan Documents; (j) no tenant Lease contains any option to purchase or right of first refusal to purchase the Mortgaged Property or any part thereof; (k) all Security Deposits under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenantare held pursuant to Section 2.15 hereof, the space affected, the rent, the term (including any options to renew), the security depositand Borrower and Property Manager, if any, are in compliance with all Legal Requirements with respect to all Security Deposits; (l) no use restriction contained in any Major Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Major Lease, any Permitted Encumbrance or any Premises Document; and any special concessions, prepaid rent, options to purchase or rights of first refusal(m) all Major Leases have been entered into in accordance with the Permitted Encumbrances and the Premises Documents.

Leases. There are (a) All Leases and other rental arrangements shall in all material respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord modifications (whether except as approved by entering into the leases or acquiring the Property subject to the leases) other than the LeasesLender). As used herein, “Leases” means, collectively, Such Lease form shall provide that (i) the leases listed in Exhibit “O” (Lease is subordinate to the “Lease Exhibit”) and Mortgage, (ii) the leases entered into tenant shall attorn to Lender, and (iii) that any cancellation, surrender, or amendment of such Lease without the prior written consent of Lender shall be voidable by Lender. Borrower shall hold, in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments theretotrust, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating theretotenant security deposits in a segregated account, and, to the extent in Sellerrequired by applicable law, shall not commingle any such funds with any other funds of Borrower. Within ten (10) days after Lender’s possessionrequest, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all subleases Leases not previously delivered to Lender, certified by Borrower as being true and other occupancy agreements correct in all material respects. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future Leases, Lease modifications, or Lease extensions if the following conditions are satisfied: (A) no Event of Default has occurred and is continuing; (B) the Lease is on the standard Lease form approved by Lender with no modifications except for commercially reasonable modifications agreed to in the ordinary course of Borrower’s business, but in no event shall there be any material modifications to the subordination, attornment, estoppel and landlord liability clauses of such Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; (C) the Lease does not violate any restrictive covenant affecting the Property or any other Lease for space in the Property; (D) the Lease is not a Major Lease; (E) the Lease shall provide for rental rates and landlord concessions comparable to existing local market rates and shall be an arms length transaction and in no event be with an Affiliate of Borrower; (F) the Lease shall be to a tenant which Borrower, in its professional and commercially reasonably judgment, has determined is creditworthy; and (G) the Lease is for a term of not more than ten (10) years (exclusive of renewal options, which together with the initial lease term shall not exceed fifteen (15) years). None of the Leases has been amended except as set forth Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed hereto as Schedule IV to Tenants under future Major Lease Exhibit. There are no security deposits under the Leases except approved by Lender promptly upon request with such commercially reasonable changes as set forth in the Lease Exhibit. As of the Closingmay be requested by Tenants, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect from time to any Leases in effect as of the Closingtime, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases and which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants reasonably acceptable to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalLender.

Leases. There are no leases (a) Prior to execution of any Leases of space in the Property Improvements after the date hereof, Borrower shall submit to Lender, for Lender’s prior approval, which will approval shall not be unreasonably withheld, a copy of the form Lease Borrower plans to use in force on leasing space in the Closing Date and under which Seller is Improvements or at the landlord (whether by entering into Property. All such Leases of space in the leases Improvements or acquiring at the Property subject to shall be on terms consistent with the leases) other than terms for similar leases in the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None market area of the Leases has been amended except as set forth Premises, shall provide for free rent only if the same is consistent with prevailing market conditions, shall provide for market rents then prevailing in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As market area of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) Premises and substantially all of the Leases are at the Property shall be for a term of not less than twelve (12) months. Such Leases shall provide parental guaranties and may also provide for security deposits in full force reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to Lender for Lender’s approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and effectadversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within ten (ii10) neither Seller nor days after a request by Lender to do so, but in any tenant is event by January I of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit, if any. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, or omit to take any action, that might result in monetary a default by the landlord, lessor or material non-monetary licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate same and shall not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases and Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases except to the extent consistent with prudent collection practices. Notwithstanding the foregoing, at any time and from time to time, Lender shall be entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in the sole discretion of Lender) to cure any default, or event which with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except as set forth on Exhibit “Q”in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Borrower represents, warrants and covenants that no Rents have been anticipated, discounted, released, waived, compromised or otherwise discharged, except for prepayment of rent of not more than one (iii1) no tenant under any Lease has filed month prior to the accrual thereof, except for bankruptcy. Additionally, Seller hereby represents and warrants prepayments for up to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll thirty percent (30%) of the Leases at the Property consistent with sound and customary leasing practices for similar properties in the community in which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalProperty is located.

Leases. There are no leases of space in the Property which will be in force on the Closing Date (a) All Leases and under which Seller is the landlord all renewals, extensions, amendments, assignments and subleases and modifications (whether by entering into the leases or acquiring the Property subject to the leases) other than assignments or subleases expressly permitted under any Lease pursuant to a unilateral right of the Leases. As used herein, “Leases” means, collectively, Tenant thereunder not requiring the consent of Borrower) of Leases executed after the date hereof shall (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) the leases entered into be on commercially reasonable terms, (iii) have a term of not less than three (3) years (unless Lender approves in accordance with this Agreement. Seller has provided Buyer with truewriting a shorter term) and not more than fifteen (15) years, correct including extensions and complete copies of all Leases renewals (and all modifications and amendments theretounless Lender approves in writing a longer term), all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, (iv) provide that such Lease is subordinate to the extent in SellerMortgage and the Assignment of Leases and that the Tenant thereunder shall attorn to Lender and any purchaser at a foreclosure sale, (v) be to Tenants that are creditworthy (or to Tenant’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in whose obligations under the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing guaranteed by Seller with respect a creditworthy entity pursuant to any Leases in effect as of the Closing, except for (1) extensionsan absolute, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) unconditional and irrevocable lease guaranty or (2) a “good guy” guaranty, which such “good guy” guaranty shall be in a form that is customarily accepted by a prudent landlord for similar properties in midtown Manhattan), (vi) [intentionally omitted], (vii) not be to an Affiliate of Borrower, Guarantor or Affiliated Manager (if any), (viii) [intentionally omitted], (ix) comply with the terms of the Ground Lease, and (x) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Property), or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower) executed after the date hereof shall be subject to Lender’s prior written approval. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and which are reasonably acceptable to Lender. Borrower shall pay Lender’s reasonable out-of-pocket costs and expenses in connection with new Leases which are permitted hereunder. To Seller’s knowledgeany such subordination, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leasesdisturbance and attornment agreement, except as set forth on Exhibit “Q”including, without limitation, reasonable legal fees and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalexpenses.

Leases. There are no The Credit Parties hereby agree that all leases entered into between the Credit Party and any lessee of space in real property owned by the Property which Credit Party will (a) have a minimum initial lease term of five years (provided any leases entered into with a governmental entity may have a lease term of less than five years and be in force on subject to other appropriate limitations satisfactory to the Closing Date Required Lenders, the Required Tranche C Term Lenders and under which Seller is the landlord Required New Term Loan Lenders) and (b) require that the lessee remain solely responsible for all operations and other liabilities with respect to the applicable property; provided, however, with respect to all leases having annual rent payments (whether by entering into at the inception of such lease or otherwise) in excess of $1,500,000, such leases or acquiring the Property subject shall be provided to the leasesAdministrative Agent in accordance with Section 7.1(l) other than and be satisfactory in form and substance to the LeasesAdministrative Agent. As used hereinThe Credit Parties also agree that, “Leases” means, collectivelyat all times, (i) the leases listed in Exhibit “O” at least eighty percent (the “Lease Exhibit”80%) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases lease revenues of the Credit Parties shall be derived from leases with Management Opco and with lessees other than Management Opco having a senior unsecured non-credit enhanced long term debt rating of at least BBB+ (or higher) from S&P or Baa1 (or higher) from Moody's (or if such ratings are unavailable from S&P and all modifications and amendments theretoMoody's, all related correspondencean xxxxxxxent rating from either Fitch or Duff & Phelps), side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies (ix) xx xeast ninety percent (90%) of all subleases and other occupancy agreements affecting the Property). None lease revenues of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there xxx Xxedit Parties shall be no commissions or tenant improvement cost obligation owing by Seller derived from leases with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection Management Opco and with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material lessees other than Management Opco having a senior unsecured non-monetary default under any credit enhanced long term debt rating of the Leasesat least BBB- (or higher) from S&P and Baa3 (or higher) from Moody's (or if such ratings are unavailable from S&P and Moody's, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renewan xxxxxxxent rating from either Fitch or Duff & Phelps), anx (xxx) at least ninety percent (90%) of all lease revenuex xx xhe Credit Parties are derived from triple-net leases that are noncancelable by the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusallessee.

Leases. There are no leases The Mortgagor shall (a) fulfill, perform and observe each and every condition and covenant of space landlord or lessor contained in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than each of the Leases. As used herein, “Leases” means, collectively, ; (ib) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies give prompt notice to CoBank of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters any claim of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary notice of any event or condition which, with notice or passage of time or both, would constitute a default under any of the Leases, except as set forth on Exhibit “Q”whether given by or given to the Mortgagor, together with a complete copy of any notice expressing such claim; (c) at no cost or expense to CoBank, enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under the Leases; (d) appear in and defend any action against any one or more of the Mortgagor, CoBank, and the Premises arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of any party thereto or any guarantor thereof; and (e) furnish to CoBank upon demand copies of all Leases. The Mortgagor shall not, without the prior written consent of CoBank, (i) enter into new Leases, except Leases for a term of less than one (1) year (including renewals at the right of the lessee) in connection with property not necessary to the operations of the Mortgagor; (ii) modify any Leases; (iii) no tenant terminate or accept the surrender of any Leases; (iv) waive or release any other party from the performance or observance of any obligation or condition under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants Leases; (v) give any consent to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll any assignment or sublease by any Tenant under any of the Leases; (vi) permit the prepayment of any rents under any of the Leases for more than one month prior to the accrual thereof; or (vii) assign its interest in, to or under any Leases or the rents, issues and profits from the Leases or from the Premises to any person or entity other than CoBank, except as otherwise expressly permitted by CoBank in writing. The Mortgagor shall take no action which correctly sets forth will cause or permit the name estate of any Tenant under any of the Leases to merge with the interest of the Mortgagor in the Premises or any portion thereof. The Mortgagor shall and does hereby authorize and direct each tenant, and every present and future Tenant of all or any part of the space affected, the rent, the term Premises to pay all rent (including any options to renew), the security deposit, if any, and any special concessionsother sums due the landlord under the Lease) to CoBank and to perform all other obligations of that Tenant xor the direct benefit of CoBank, prepaid rentas if CoBank were the landlord under the Lease with that Tenant, options immediately upon receipt of a demand by CoBank to purchase make such payment or rights perform such obligations, it being acknowledged that no such demand by CoBank shall constitute or be deemed to constitute any assumption by CoBank of first refusalany obligations of the landlord under such Lease. No Tenant shall have any responsibility to ascertain whether such demand is permitted hereunder or whether a default shall have occurred. The Mortgagor hereby waives any right, claim or demand it may now or hereafter have against any such Tenant by reason of such payment of rent or other sums or performance of obligations to or for CoBank; and any such payment or performance to or for CoBank shall discharge the obligations of the Tenant to make such payment or performance to or for the Mortgagor.

Leases. There are Except for those Leases set forth on Exhibit 4.23 existing as of the Effective Date, Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), enter into any new Lease of all or any portion of any Property with any Person (including with any Parent Company or an Affiliate of Borrower or any Parent Company), agree to the cancellation or surrender under any Lease of all or any portion of any Property, agree to prepayment of rents, issues or profits (other than rent paid at the signing of a Lease), modify any such Lease so as to shorten the term, decrease the rent, accelerate the payment of rent, or change the terms of any renewal option; and any such purported new Lease, cancellation, surrender, prepayment or modification made without the consent of Lender shall be void as against Lender. Borrower shall not permit the sublease of any Property or the assignment of any Lease to any Person (including to any Parent Company or an Affiliate of Borrower or any Parent Company) without Lender's prior written consent. Except for those agreements as to use set forth on Exhibit 4.23 existing as of the Effective Date, no leases Property shall be occupied or operated by any Person that is not an Affiliate of space Borrower or either Parent Company. Notwithstanding anything set forth in this Section 6.14 to the contrary, Borrower, without the consent of Lender, may in the ordinary course of its business (a) sublease a portion of any Property which will be to any Person or (b) enter into an agreement for the use and/or occupancy of a portion of any Property with any Person, so long as in force on the Closing Date each instance of sublease or use and/or occupancy (X) such Person is not an Affiliate of Borrower or either Parent Company, and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leasesY) other than the Leases. As used herein, “Leases” means, collectively, either (i) the leases listed in Exhibit “O” portion of such Property to be subleased or used and/or occupied comprises no more than twenty-five (25%) percent of the “Lease Exhibit”) and square footage of such Property or (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies amount of all Leases rent to be received by Tenant or Borrower under such sublease or agreement of use and/or occupancy is no more than twenty-five (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None 25%) percent of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits monthly rent paid by Tenant under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalat such Property.

Leases. There are no The two leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease ExhibitLeases”) by and between State Street Corporation (the “Tenant”) and Lincoln Street Property Owner, LLC and the sublease (iithe “Sublease”) between the Tenant and K&L Gates LLP (the “Subtenant”) are the only leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possessionProperty, copies of all subleases and other occupancy agreements affecting the Property). None each of the Leases and the Sublease are, and upon consummation of the Acquisition will be, in full force and effect upon consummation of the Acquisition, and neither the Company nor any Subsidiary has any notice of any claim of any sort that has been amended asserted by anyone adverse to the rights of the A-1 Series or any Subsidiary under any of the Leases or the Sublease. To the knowledge of the Company and the A-1 Series, neither the Tenant nor the Subtenant is the subject of bankruptcy, reorganization or similar proceedings. To the knowledge of the Company and the A-1 Series, except as set forth in or described in the Lease Exhibit. There are no security deposits Registration Statement, the General Disclosure Package and the Prospectus or reflected in the pro forma financial statements, and, with respect to (A) through (E) below, except as could not, individually or in the aggregate, have a Material Adverse Effect: (A) Neither the Tenant nor the Subtenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under the Leases except as set forth or the Sublease; (B) the Tenant, the Subtenant and all licensees, franchisees or other parties under the Leases or the Sublease or exhibit, schedule, amendment or other document related to the Leases or the Sublease are in possession of their respective premises; (C) neither the Lease Exhibit. As of Leases nor the ClosingSublease has been assigned, there shall be no commissions mortgaged, pledged, sublet, hypothecated or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closingotherwise encumbered, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledgesecured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (iD) all none of the Leases are in full force and effect, (ii) neither Seller nor Transaction Entities has waived any tenant is in monetary default or material non-monetary default provision under any of the LeasesLeases or the Sublease; (E) there are no uncured events of default, except as set forth on Exhibit “Q”or events that with the giving of notice or passage of time, and (iii) no or both, would constitute an event of default, by any tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents of the terms and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll provisions of the Leases which correctly sets forth or the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalSublease.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject With respect to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases any Leases entered into at any time after the date of this Agreement and any Lease Receivables and/or Gross Lease Receivables related thereto, Borrower warrants and represents to Lender that as of the date of any such Leases, Lease Receivables and/or Gross Lease Receivables, as the case may be, unless otherwise indicated in writing by Borrower: (a) they are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are only evidenced by one, if any, executed original instrument, agreement, contract or document; (B) they represent undisputed, bona fide transactions completed in accordance with this Agreement. Seller has the terms and provisions contained in any documents related thereto; (C) the amounts of the face value shown on any Leases or schedules thereto or schedule of accounts or accounts receivable report delivered or provided Buyer with trueto Lender, correct and complete copies of all Leases (and all modifications invoices, statements and amendments theretoreports delivered or provided to Lender, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Gross Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Receivables and/or Leases are actually and absolutely owing to Borrower and are not contingent for any reason; (D) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (E) there are no facts, events or occurrences which in full force and effect, (ii) neither Seller nor any tenant is in monetary default way impair the validity or material non-monetary default under enforcement thereof or tend to reduce the amount payable thereunder from the amount of any of the Gross Lease Receivables and/or Leases, except as set forth and on Exhibit “Q”all contracts, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal.reports,

Leases. There are no No unrecorded written leases or oral leases affect the Property, excluding, however, (a) rights of space residents of the facility on the land pursuant to unrecorded residency agreements, if any, and (b) that certain dated , by and between, inter alia, Seller, as landlord, and , as tenant (as amended to date, the “Facility Lease”). The Facility Lease is being terminated with respect to the Property concurrently with the sale of the Property to Purchaser. As an inducement to the Title Company to insure over any defects, liens, encumbrances, adverse claims or other matters created, first appearing in the Property public records or attaching during the period between , 201 and date on which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring deed conveying the Property subject from Seller to Purchaser is recorded in the leasesofficial records of , (the “Recording Date”), and of which the undersigned (or any party claiming under the undersigned) other than had knowledge (“New Title Matters”), the Leasesundersigned hereby agrees to: (1) promptly remove, bond over or otherwise dispose of any such New Title Matters, and (2) hold harmless and indemnify the Title Company for any loss, cost, expense, claim or damage, including without limitation reasonable attorneys’ fees, arising from the undersigned’s failure to so remove, bond over or otherwise dispose of any such New Title Matters. As used hereinThe undersigned’s obligations under the preceding sentence shall expire thirty (30) days after the Recording Date unless the Title Company, “Leases” meanson or before the expiration of such thirty (30) day period, collectivelynotifies the undersigned in writing of any New Title Matters. Additionally, the undersigned shall not incur any liabilities or obligations hereunder with respect to any New Title Matters arising after the earlier of (i) fifteen (15) days from the leases listed in Exhibit “O” (the “Lease Exhibit”) date hereof and (ii) the leases entered into Recording Date. The undersigned authorized signatory executing this declaration on behalf of Seller is not executing this declaration individually, but solely in accordance with his or her capacity as an authorized signatory of Seller. Exhibit C EXECUTED this Agreementday of , 201 . Seller has provided Buyer with true[ ], correct a [ ] By: Name: Title: Exhibit C ATTACHMENT 3 Form of Deed SPECIAL WARRANTY DEED FOR VALUE RECEIVED, the receipt and complete copies sufficiency of all Leases which are hereby acknowledged, , a (and all modifications and amendments thereto“Grantor”), hereby grants to , a (“Grantee”), all related correspondenceof that certain real property more particularly described in Schedule 1 attached hereto and incorporated herein by this reference (the “Property”), side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, subject to the extent in Seller’s possession, copies of (a) all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledgenon-delinquent real property taxes, (ib) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security depositdelinquent special assessments, if any, and any special concessions(c) all other liens, prepaid rentleases, options easements, encumbrances, covenants, conditions, restrictions and other matters of record. Grantor does hereby covenant and agree to purchase and with Grantee that GRANTOR WILL WARRANT AND DEFEND the Property against all persons lawfully claiming, or rights to claim the same, by, through or under Grantor and none other, subject to the above matters. Except as aforesaid, Grantor makes no other warranties of title relative to the Property. Dated: , 20 [ ], a [ ] By: Name: Title: STATE OF ILLINOIS ) ) ss. COUNTY OF XXXX ) I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 20 , before me personally appeared , to me known to be the of [ ], the [ ] that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the date and year first refusal.above written. Notary Public in and for the State of Residing at My commission expires: Type or Print Notary Name Exhibit C ATTACHMENT 4 Form of Operational Transfer Agreement for an Operating Facility FORM OF OPERATIONS TRANSFER AGREEMENT By and Between KINDRED , , [New Operator] KINDRED HEALTHCARE OPERATING, INC. (joining in this Agreement solely for purposes of Section 18.9 herein) and , [New Operator’s Guarantor] (joining in this Agreement solely for purposes of Section 18.10 herein) Dated , 201 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.1. Definitions 3 ARTICLE II SALE AND PURCHASE OF ASSETS 6 2.1. Agreement to Sell and Purchase 6 ARTICLE III PURCHASE PRICE; PRORATIONS 7 3.1. Purchase Price; Prorations 7 3.2. Taxes; Fees 7 3.3. Prorations 7 ARTICLE IV ASSETS AND EXCLUDED ASSETS 8 4.1. Assets 8 4.2. Excluded Assets 10 ARTICLE V ASSUMED OBLIGATIONS 11 5.1. Assumed Kindred Contracts 11 ARTICLE VI CLOSING 12 6.1. Closing 12 ARTICLE VII MEDICARE PROVIDER AGREEMENT 12 7.1. Kindred’s Medicare Provider Agreement 12 7.2 Kindred’s Medicaid Provider Agreement 13 ARTICLE VIII CHANGE OF OWNERSHIP OF THE FACILITY 13 8.1. Licensure Approvals 13 8.2. Cost Reports 13 ARTICLE IX TRANSFER OF RESIDENT TRUST FUNDS 15 9.1. Resident Trust Funds 15 ARTICLE X EMPLOYEES 16 10.1. Hired Employees 16 10.2. Employees and Benefits 17 ARTICLE XI ACCOUNTS RECEIVABLE 17 11.1. Accounts Receivable 17 11.2. Receipts by New Operator 17 11.3. Receipts by Kindred 18 11.4. Other Receipts 18 11.5. Accounting for Accounts Receivable 19 ARTICLE XII REPRESENTATIONS AND WARRANTIES 20 12.1. Kindred’s Representations 20 12.2. New Operator’s Representations 22 ARTICLE XIII INTERIM OPERATIONS AND UNDERTAKINGS 24 13.1. Conduct of Business Pending Closing 24 13.2. Prohibited Actions of Kindred Pending Closing 24 13.3. Access 25 13.4. Information Systems, Records, Etc. 25 13.5 Other Undertakings 26 13.6 Notice by Kindred of Certain Events 26 ARTICLE XIV CONDITIONS PRECEDENT 26 14.1. Conditions Precedent to New Operator’s Obligations 26 14.2. Conditions Precedent to Kindred’s Obligations 27 14.3. Waiver of Conditions Precedent 27 ARTICLE XV DELIVERIES AT CLOSING 27 15.1. Kindred’s Deliveries 27 15.2. New Operator’s Deliveries 28 ARTICLE XVI TERMINATION 28 16.1. Termination of the Agreement 28 ARTICLE XVII FURTHER ASSURANCES; COVENANTS 28 17.1. Further Assurances 28 17.2. Covenants 29 17.3 Kindred Non-Solicitation 29 17.4 New Operator Non-Solicitation 29 17.5 Access to the Records 29 17.6 Final Reports and Actions; Insurance 30 ARTICLE XVIII INDEMNIFICATION 30 18.1. Indemnification by Kindred 30 18.2. Indemnification by New Operator 31 18.3. Period of Indemnity 31 18.4. Notice to the Indemnifying Party 32 18.5. Non-Third Party Claims 32 18.6. Third Party Claims 32 18.7. Reimbursement 33 18.8. Exclusive Remedy 33 18.9 Kindred Guaranty 33 18.10 New Operator Guaranty 33 ARTICLE XIX MISCELLANEOUS 34 19.1. Effectiveness 34 19.2 Complete Understanding 34 19.3 Waiver 34 19.4 Applicable Law 34 19.5 Notices 34 19.6 Waiver of Jury Trial 35 19.7. Construction 35 19.8. Exhibits 35 19.9. Severability 35 19.10. Third Party Beneficiaries 35 19.11. Counterparts 35 19.12. Electronic Signatures 35 19.13. [Intentionally Omitted] 35 19.14. Headings 35 19.15. Assignment; No Beneficiaries 35 19.16. Publicity 36 19.17. Confidentiality 36 19.18. Notice of Investigations and Default 36

Leases. There are no leases To the best of space in Borrower’s knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property not subject to the leases) any Leases other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth described in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunderRent Roll. To Sellerthe best of Borrower’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”the Rent Roll: (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and, to the best of Borrower’s knowledge, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, and based on the tenant estoppels delivered to Lender in connection with the Loan, there are no defaults on the part of the landlord under any Lease, and, to the best of Borrower’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has filed for bankruptcyany possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll None of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including contains any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options option to purchase or rights right of first refusalrefusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. There are no leases A list of space in all of the Property which will be in force Leases (but not subleases entered into by any tenants under the Leases) affecting the Land or the Improvements on the Closing Date and under date of this Agreement is attached to this Agreement as Exhibit C, complete copies of which Seller is have been made available to Buyer for Buyer’s review. To the landlord (whether by entering into actual knowledge of Seller, on the leases or acquiring the Property subject to the leases) other than the Leases. As used herein, “Leases” means, collectively, date of this Agreement (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in good standing and in full force and effecteffect in accordance with their respective terms, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”C, the Leases have not been amended and (iii) except as set forth on Exhibit C, there has been no tenant written claim of default under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases on the part of any party thereto which correctly sets forth remains uncured on the name date of each tenantthis Agreement. Seller’s representations under this Subsection shall not be deemed made with respect to the Lease held by Coach, Inc. of a portion of the space Property. Seller shall not, without Buyer’s consent, voluntarily terminate or modify any of the Leases or enter into any new Leases. Notwithstanding the foregoing, if prior to the Closing Date any tenant under a Lease shall default under its Lease or any Lease is terminated (other than pursuant to a voluntarily termination by Seller), Buyer’s obligation to accept title to the Property and to pay the full Purchase Price shall not be affected, and this Agreement shall remain in full force and effect. Nothing contained in this Agreement shall prevent Seller from commencing any action, including a summary dispossesses proceeding or non-payment proceeding, against any tenant that is in default under its Lease, or from applying any security deposit held by Seller. On the rentdate of this Agreement, there are no leasing commissions due with respect to the term (including any options to renew), the security deposit, if anyLeases. Seller shall request from Forest Electric Corp., and any special concessionsif received deliver to Buyer at the Closing, prepaid rentan estoppel letter in accordance with the Lease with Forest Electric Corp. If Forest Electric Corp. fails to deliver same, options Seller shall not be in default under this Agreement and this Agreement shall remain in full force and effect in accordance with its terms and, notwithstanding the provisions of Section 8.3 Sellers’ representations in this Subsection with respect to purchase or rights of first refusalthat Lease shall survive the Closing without time limit.

Leases. There are no leases Mortgagor may, from time to time, enter into Leases for all or any portion of space in the Property which will be in force on Premises without the Closing Date consent of Mortgagee or notice to Mortgagee, provided, however, the Mortgagor shall not enter into a Major Lease (as hereafter defined) unless and under which Seller is until (1) Mortgagor shall give Mortgagee fifteen (15) days prior written notice of its intent (the landlord “Major Lease Notice”) to enter the Major Lease, together with a copy of such proposed Major Lease; and (whether by 2) Mortgagor shall deliver to Mortgagee simultaneously with such Major Lease Notice a legal opinion from counsel reasonably acceptable to Mortgagee stating that entering into the leases Major Lease by Mortgagor shall have no material adverse effect on the priority and validity of the lien granted hereunder. subject to bankruptcy, insolvency, reorganization, moratorium or acquiring similar laws affecting creditors' rights as to which no opinion need be expressed. Mortgagee agrees that Mortgagee, at the Property request of Mortgagor, will enter into a Subordination, Non-Disturbance and Attornment Agreement in the form annexed as Exhibit D (the “Non-Disturbance Agreement”) with the lessee or tenant under any lease. Mortgagor may terminate or consent to the cancellation or surrender of any of the Leases or of any part thereof, now existing or hereafter to be made, modify any Lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or modify, release or terminate any guaranties of any Lease or otherwise deal with any lease, any of which actions of Mortgagor shall, however, be subject to the leases) other than terms of any Non-Disturbance Agreement entered into between Mortgagee and Lessee or tenant of Mortgagor, if any. Notwithstanding the Leases. As used hereinforegoing, “Leases” meansMortgagee may, collectivelyat its discretion, withhold entering into the Non-Disturbance Agreement for a Major Lease if (i) such tenant under the leases listed in Exhibit “O” Major Lease does not have a credit rating (according to Dun & Bradstreet or other recognized national credit rating organization) equal to or greater than the “Lease Exhibit”) and borrowers under the Notes on a consolidated basis; (ii) the leases entered into in accordance term of the Lease would not extend beyond the maturity date of the Notes (except that if the Lease is of the entire Premises this clause (ii) shall not apply); (iii) the rent is not the fair market rent at the inception of the Lease; and (iv) the use under the Lease violates zoning or other similar laws applicable to the Mortgaged Property or is a use which requires the tenant to register as a generator of hazardous wastes with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, the appropriate governmental authorities except to the extent in Seller’s possessionsuch use is now being carried on by Mortgagor at the Mortgaged Property but excluding any such use which violates any governmental laws, copies of all subleases and other occupancy agreements ordinances, orders or directives, rules or regulations affecting the Mortgaged Property), including rules and regulations of any Board of Fire Underwriters (or other agency exercising similar functions) having jurisdiction over the Mortgaged Property. None Notwithstanding the foregoing, nothing herein contained shall prohibit or limit Mortgagor from permitting any corporate affiliate of Mortgagor to use or occupy the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions Premises or tenant improvement cost obligation owing by Seller with respect any part thereof without notice to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalMortgagee.

Leases. There are no leases (a) Borrower shall (i) observe and perform all of space in the material obligations imposed upon the lessor under the Leases; (ii) promptly send copies to Lender of all notices of default that Borrower shall send or receive under any Major Lease; (iii) promptly notify Lender of any tenant under a Major Lease at the Property which will be in force on has vacated, or has given Borrower written notice of its intention to vacate, the Closing Date and under which Seller is the landlord premises (whether by entering into the leases or acquiring the Property subject any portion thereof) leased to such tenant pursuant to the leasesapplicable Lease; and (iv) other than enforce the Leasesterms, covenants and conditions in the Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the Property. As used hereinBorrower shall obtain the prior written approval of Lender, “Leases” meanswhich approval shall may be granted or withheld by Lender in Lender’s sole and absolute discretion, collectivelyfor the entry into any Lease, amendment thereto, assignment thereof, or subletting thereunder (to the extent Borrower as landlord has approval rights over such subletting), and without limitation thereon, all Leases shall (A) meet or exceed the Leasing Guidelines, (B) be with creditworthy tenants as determined by Lender in its reasonable discretion and (C) be documented using, without material deviation from, the standard lease form approved by Lender in its reasonable discretion. Lender’s failure to respond to a request from Borrower for approval within ten (10) Business Days of the latter of (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) such receipt of such request and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies receipt of all Leases information reasonably requested by Lender shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the following: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters. Any approval or deemed Lender approval of a Lease will be deemed to mean and include approval of the tenant improvements and leasing commissions thereunder (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None release of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the ClosingLeasing Holdback therefor, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect subject to other Holdback release conditions), and to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenantpurchase option therein, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights terms of first refusalwhich would be permitted under Section 2.15.

Leases. There are no leases Each of space in the Property which will be in force on the Closing Date Borrower and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Op Co Pledgor represents and warrants to Lender with respect to the leases) other than the Leases. As used herein, “Leases” means, collectively, Leases that: (ia) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with rent roll attached hereto as Schedule V is true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect Property is not subject to any Leases other than the Operating Lease, the Leases described in effect as of Schedule V, and the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or tour desk license agreement at two (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledgeIndividual Properties, (ib) all of the Leases identified on Schedule V are in full force and effecteffect and, to Borrower’s and Op Co Pledgor’s Actual Knowledge, there are no defaults thereunder by any party thereto and no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (iic) the copies of the Leases identified on Schedule V delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto, (d) no Rent (including security or other deposits) under the Leases has been paid more than one (1) month in advance of its due date, (e) all work, if any, to be performed by the landlord under each under the Leases has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant under the Leases has already been received by such Tenant, (g) all security or other deposits (if any) are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) neither Seller Borrower nor Op Co Pledgor has knowledge of any tenant is in monetary notice of termination or default with respect to any Lease, (i) neither Mortgage Borrower nor Operating Lessee assigned or material non-monetary default under pledged any of the Leases, the rents or any interest therein except as set forth on Exhibit “Q”to Mortgage Lender, (j) the Leases do not contain any option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property, or any right or option for additional space in the Improvements, (k) no Tenant has any right or option for additional space in the Improvements, (l) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) all existing Leases are subordinate to the Security Instrument either pursuant to their terms or a recorded subordination agreement, and (iiio) no tenant other than the Operating Lessee, Tenants under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if anyidentified on Schedule V, and the tour desk licensees at two (2) Individual Properties, there are no tenants or any special concessions, prepaid rent, options other Person (other than hotel guests) with any rights to purchase use or rights of first refusaloccupy the Property or the Improvements or any portion(s) thereof.

Leases. There are no leases With respect to the Leases: (a) the Rent Roll dated as of space in the Property which will be in force on the Closing Date is true, complete and under which Seller is the landlord (whether by entering into the leases or acquiring correct and the Property is not subject to the leases) Leases other than the Leases. As used herein, “Leases” means, collectively, Leases identified on such Rent Roll; (ib) the leases listed in Exhibit “O” (the “Lease Exhibit”) Borrower has delivered to Lender complete and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, except as otherwise disclosed to Lender in writing and acknowledged by Lender; (c) each Lease is in full force and all modifications effect and amendments theretothere are no defaults thereunder by either party known to Borrower; (d) each Lease, all related correspondenceby its terms, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, is subordinate to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None lien of the Leases has been amended except as set forth Security Instrument or the subject of a separate subordination non-disturbance and attornment agreement subordinating the Lease to the lien of the Security Instrument; (e) Borrower or Lessee is the sole owner of the entire lessor’s interest in the Lease Exhibit. There are no security deposits under Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for Lender); (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (if) all of the Leases are in full force and effectbona fide, arms-length agreements with tenants (iiexcept for Lessee under the Operating Lease) neither Seller nor any tenant is in monetary default or material non-monetary default under any unrelated to Borrower; (g) none of the LeasesRents have been collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed rent collected in advance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as set forth on Exhibit “Q”L, all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (iiij) to the best of Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits; (k) all payments due from tenants under the Leases are current; (l) to Borrower’s knowledge no tenant under any Lease has filed for bankruptcy. Additionallyis in default thereunder, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” or is a rent roll debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any Affiliate of Borrower regarding any Lease. No portion of the Leases which correctly sets forth the name Property is licensed to or occupied by any Affiliate of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalBorrower other than Lessee.

Leases. There are no leases of space in During the Property which will be in force on time period commencing upon the Effective Date and terminating upon the Closing Date and under which Seller is or the landlord (whether by entering into the leases or acquiring the Property earlier termination of this Agreement, subject to the leases) other than provisions of Section 8.3 hereof, Seller shall administer and timely perform all of its obligations under the Leases and shall not commit any default under the Leases. As used hereinIn the event of a tenant default under a Lease, “Leases” meansSeller shall use commercially reasonable efforts to enforce the terms and conditions of such Lease. Furthermore, collectively, during the time period commencing upon the Effective Date and terminating upon the date that is three (i3) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, Business Days prior to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None expiration of the Leases has been amended except as set forth in Investigation Period, Seller shall have the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closingright to renew, there shall be no commissions extend, amend or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under modify any of the Leases, except as set forth enter into any new Commercial Lease or enter into any leasing commission arrangement in connection with such new Commercial Lease (each, a “Proposed New Lease”), in the ordinary course of business of Seller and without the consent of Buyer. Notwithstanding the foregoing, in the event Seller enters into a Proposed New Lease on Exhibit “Q”or before the date that is three (3) Business Days prior to expiration of the Investigation Period, Seller shall provide Buyer with a copy of such Proposed New Lease within three (3) Business Days after entering into such Proposed New Lease, but in no event later than three (3) Business Days prior to the expiration of the Investigation Period, and Buyer shall have until the expiration of the Investigation Period to review and approve or disapprove any such Proposed New Lease as if the same had been provided to Buyer pursuant to Section 4.1(a) hereof. In connection with the foregoing, in the event Buyer delivers Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, Buyer shall be deemed to have approved such Proposed New Lease. During the time period commencing upon the date that is three (iii3) no tenant under any Lease has filed for bankruptcy. AdditionallyBusiness Days prior to the expiration of the Investigation Period and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller hereby represents and warrants shall not renew, extend, amend or modify any of the Commercial Leases or enter into any Proposed New Lease without the prior written consent of Buyer in each instance, which consent shall be given or withheld in Buyer’s sole discretion. In the event Seller desires to enter into a Proposed New Lease after the date that is three (3) Business Days prior to the expiration of the Investigation Period, Seller shall deliver to Buyer that attached a copy of the Proposed New Lease for Buyer’s review in accordance with the provisions of this Section 5.1(c). Buyer shall have a period of five (5) Business Days following the receipt of such Proposed New Lease for Buyer to review and approve or disapprove of the same. Prior to the expiration of such five (5) Business Day period, Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the event Buyer fails to timely deliver to Seller such written notice of approval or disapproval within such five (5) Business Day period, then Buyer shall be deemed to have disapproved such Proposed New Lease. During the time period prior to Closing, Seller shall have the right, without Buyer’s prior consent, to renew, extend, amend or modify any of the Residential Leases and enter into any new Residential Lease, subject to and in accordance with the Residential Leasing Parameters. All Proposed New Leases which are approved (or deemed approved) by Buyer pursuant to the provisions of this Section 5.1(c) and all Residential Leases entered into by Seller pursuant to the provisions of this Section 5.1(c) which are subsequently entered into and executed by Seller, shall be deemed to constitute separately a “New Lease” and collectively, the “New Leases” for purposes of this Agreement. All references in this Agreement to the “Leases” shall mean and include any New Leases entered into by Seller and approved by Buyer pursuant to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renewSection 5.1(c), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal.

Leases. There are no leases of space in the Property which will be in force on the Closing Date and under which Seller is the landlord (whether The real property demised by entering into the leases or acquiring described on Schedule 3.13.2 (the Property subject to “Leased Real Property”) constitutes all of the leases) other than real property leased by the LeasesAcquired Companies and their Subsidiaries as of the date of this Agreement. As used herein, “Leases” means, collectively, Schedule 3.13.2 accurately sets forth for each Leased Real Property: (i) the leases listed in Exhibit “O” (street address of the “Lease Exhibit”) and subject Leased Real Property, (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with truedate of the lease, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and sublease or other occupancy agreements affecting right, (iii) the Property). None name of the Leases has been amended except parties thereto and (iv) each amendment thereto. Except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closingon Schedule 3.13.2, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closingdate of this Agreement, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases Leased Real Property leases are in full force and effect, (ii) neither Seller nor and an Acquired Company or a Subsidiary of an Acquired Company holds a valid and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by each other party thereto and the application of any tenant bankruptcy or creditor’s rights laws. The Acquired Companies have delivered or made available to Crane copies of each of the leases described on Schedule 3.13.2, and none of such leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Buyers. No Acquired Company or any of its Subsidiaries is in monetary default or in any material non-monetary default respect under any of the Leases, except as set forth on Exhibit “Q”such leases, and (iii) to the Acquired Companies Knowledge and as of the date of this Agreement, no counterparty to any such lease is in default thereunder in any material respect. With respect to each such lease, as of the date of this Agreement, no Acquired Company or any of its Subsidiaries has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such lease to purchase the applicable Leased Real Property. Each lease of the Leased Real Property grants the tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents the lease the exclusive right to use and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of occupy the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusaldemised premises thereunder.

Leases. There are To Borrower’s best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. To Borrower’s best knowledge no leases of space Person has any possessory interest in the Property which will be in force on or right to occupy the Closing Date same except under and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject pursuant to the leases) other than provisions of the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, any existing subleases thereunder) or pursuant to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease ExhibitGround Lease. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as date hereof (i) Borrower is the owner and holder of the Closing, except for landlord’s interest under each Lease; (1ii) extensions, expansions, options or renewals there are no prior assignments of existing Leases the landlord’s interest by Borrower (provided that such obligations are set forth and to Borrower’s knowledge any prior landlord) in the applicable any Lease or in Exhibit “P”) or (2) in connection with new Leases any portion of Rents which are permitted hereunder. To Sellerpresently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower’s knowledge, (i) all of the Leases are have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date hereof; (iv) to Borrower’s best knowledge, each Lease is in full force and effect; (v) to Borrower’s best knowledge, (ii) neither Seller nor except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in monetary default or material non-monetary default under any of the Leasesmaterial terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower’s best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on Exhibit “Q”the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (iiivii) to Borrower’s best knowledge, except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll Rents have been paid more than one (1) month in advance of the Leases which correctly sets forth due dates thereof. For purposes of the name of each tenant, the space affected, the rentpreceding sentence, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal“Lease” shall exclude subleases.

Leases. There are no leases of space in The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property not subject to the leases) any Leases other than the LeasesLeases described in the Rent Roll. As used herein, “Leases” means, collectively, Except as set forth on the Rent Roll: (i) the leases listed each Lease is in Exhibit “O” (the “Lease Exhibit”) full force and effect; (ii) the leases entered into tenants under the Leases have accepted possession of and are in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies occupancy of all Leases (of their respective demised premises, have commenced the payment of rent under the Leases, and all modifications and amendments theretothere are no offsets, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, claims or defenses to the extent enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in Selleradvance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s possessionbest knowledge, copies there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll; (viii) Borrower is the sole owner of all subleases the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and other occupancy agreements affecting enforceable obligation of the Property)Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to contains any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options option to purchase or rights right of first refusalrefusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. There are no leases of space in the Property which will be in force on the Closing Date Borrower represents and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject warrants to the leases) other than the Leases. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller Lender with respect to any Leases in effect as of the Closing, except for Project that: (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations the Tenant Lease and Tenant Guaranty are set forth each valid and in the applicable Lease or in Exhibit “P”) or and full force and effect; (2) in connection with new Leases which are permitted hereunder. To Seller’s to Borrower's knowledge, (i) all of the Leases resident roll delivered to Lender which describes the Subleases is true and correct and the Subleases are in full force and effect; (3) the Tenant Lease (including amendments) is in writing, and there are no oral agreements with respect thereto; (ii4) to Borrower's knowledge the Subleases (including amendments) are in writing and there are no oral agreements with respect thereto; (5) the copy of the Tenant Lease and Tenant Guaranty delivered to Lender are true and complete and, to Borrower's knowledge, the Subleases reviewed by Lender are true and complete; (6) neither Seller the Borrower nor Tenant is in default under the Tenant Lease; (7) to Borrower's knowledge neither the Tenant nor any tenant under a Sublease is in monetary default with respect to any Sublease; (8) Borrower has no knowledge of any notice of termination or material non-monetary default with respect to any Lease; (9) Borrower has not assigned or pledged the Tenant Lease nor its interest in any Subleases, the rents or any interests therein except to Lender; (10) neither the Tenant, Tenant Guarantor, any tenant under a Sublease nor any other party has an option to purchase all or any portion of the Leases, Project; (11) except as set forth on Exhibit “Q”provided therein, neither the Tenant, nor to Borrower's knowledge, any tenant under a Sublease, has the right to terminate its Lease prior to expiration of the stated term of such Lease; and (iii12) no neither the Tenant, nor to Borrower's knowledge, any tenant under any Lease a Sublease, has filed prepaid more than one month's rent in advance (except for bankruptcy. Additionally, Seller hereby represents and warrants bona fide security deposits not in excess of an amount equal to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the one month's rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal.

Leases. There are no leases Prior to the Approval Date, Sellers shall not terminate or accept the surrender of any existing Leases without the prior consent of Purchaser unless Sellers enter into a new Lease for the space demised under such terminated Lease which new Lease provides for an annual base rent in excess of the Property which will annual base rent payable under the terminated Lease. In the event that Sellers terminate or accept the surrender of any Lease without Purchaser's prior PURCHASE AND SALE AGREEMENT MPR PROPERTY written consent pursuant to the foregoing, Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Notwithstanding the foregoing, any termination of the Payless Shoes Lease at Plaza del Norte shall be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to Section 3.6.5. Prior to the leases) other than Approval Date, Sellers shall have the Leases. As used herein, “Leases” means, collectively, (i) the right to execute new leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has Sellers' past practices without the prior consent of Purchaser; provided Buyer with true, correct and complete copies of all Leases that (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to a) the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting base or minimum rent payable for the Property). None space demised under such new Lease is not less than eighty percent (80%) of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions base or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as minimum rent set forth on Exhibit “Q”5.4 for such space, and (iiib) no the tenant under thereunder is Credit-Worthy, (c) such Lease will not cause the violation of any exclusive use rights granted under, or prohibited use clause in, any other Lease has filed for bankruptcy. Additionallyat the Property, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, (d) the term (including renewal options) thereof shall not exceed ten (10) years in the case of any options outparcel space Lease and five (5) years in the case of any other Lease, unless (i) in the case of any outparcel space Lease, the base rent as of the tenth (10th) anniversary of the rent commencement date (and as of each tenth (10th) anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding ten (10) year period or (ii) in the case of any other Lease, the base rent as of the fifth (5th) anniversary of the rent commencement date (and as of each fifth (5th)anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding five (5) year period; (e) such new Lease provides that the tenant thereunder will pay its proportionate share of common area maintenance charges, real estate taxes and insurance charges for the Project in which such tenant is leasing space, (f) such new Lease does not require the landlord thereunder to perform any tenant improvements (other than completion of the building in which the leased premises are located) or provide any tenant improvement allowance, (g) to the extent that a Seller is required to obtain the consent of the Lender or Servicer to such new Lease under the Loan Documents, such consent has been obtained, and (h) Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Prior to the Approval Date, Sellers also have the right to renew or amend any existing Leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (w) any such amendment does not reduce the term of such Lease, (x) the base or minimum rent payable thereunder is not less than the base or minimum rent payable by such tenant prior to such renewal or amendment (unless such tenant has the right to renew its Lease pursuant to the express terms of its Lease), (y) the renewal term thereof shall not exceed ten (10) years in the case of any outparcel space and five (5) years in the case of any other Lease (unless such Lease provides for a longer renewal term as of the date hereof), unless the base rent payable as of the commencement of each renewal term in excess of five (5) or ten (10) years increases by not less than twenty percent (20%) over the base rent payable as of the commencement of the immediately preceding term; and (z) Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Except as specifically provided in this Section 5.4, prior to the Approval Date, Sellers shall not execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to renew), amend or terminate an existing Lease pursuant to the security depositterms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. From and after the Approval Date, Sellers shall not execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to renew, amend or terminate an existing Lease pursuant to the terms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. In the event that Purchaser's consent is required to any of the foregoing, Purchaser will be deemed to have approved any such action if any, and Purchaser fails to respond to any special concessions, prepaid rent, options to purchase or rights request for consent within five (5) business days after receipt of first refusalsuch request for consent.

Leases. There are no leases Seller shall have the right, prior to the expiration of space the Due Diligence Period, to continue to offer the Property for lease in the Property which will be in force on same manner as prior hereto pursuant to its normal course of business and Seller shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date and under which Seller is the landlord Date. At least five (whether by entering into the leases or acquiring the Property subject 5) days prior to the leasesexpiration of the Due Diligence Period, Seller shall give Buyer written notice of all new Leases and any amendments, modifications, terminations, renewals or extensions of any existing Leases then or theretofore entered into during the Due Diligence Period. After the expiration of the Due Diligence Period (unless Buyer shall have theretofore delivered a Termination Notice hereunder), Seller shall not enter into any new Leases or any amendments, modifications, terminations, renewals or extensions of any existing Leases without Buyer’s prior written consent, which may be withheld in Buyer’s sole and absolute discretion. Buyer shall advise Seller, in writing, whether Buyer approves or disapproves any proposed New Lease or any such proposed modification, amendment or termination, within three (3) other than the Leases. As used hereindays after Buyer’s receipt of Seller’s written request therefor, “Leases” means, collectively, each of which requests shall be accompanied by (i) a term sheet describing the leases listed in Exhibit “O” (material terms of the “Lease Exhibit”) proposed transaction, and (ii) appropriate financial information on the leases entered applicable tenant and such other information as Buyer may reasonably require. If Buyer fails to notify Seller within such 3-day period, Buyer shall be deemed to have disapproved the proposed transaction. If Buyer timely disapproves of any proposed new Lease or any proposed modification, amendment, termination, renewal or extension of an existing Lease, Seller may nevertheless enter into such transaction; provided, however, if Seller enters into such transaction notwithstanding Buyer’s disapproval, Buyer may terminate this Agreement, whereupon the Escrow Deposit (together with all interest earned thereon) shall be immediately returned to Buyer. However, Buyer recognizes and acknowledges that Seller is currently in the process of finalizing amendments/addendums to several leases, and Seller will keep Buyer apprised of the status thereof and prior to the execution thereof will obtain Buyer’s approval in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None provisions of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalimmediately preceding paragraph.

Leases. There are no leases of space in (a) During the Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Leases. As used hereinOption Period, “Leases” means, collectively, BRE shall (i) continue its present rental program and efforts with respect to the leases listed Property (as defined in Exhibit “O” (the “Lease Exhibit”Purchase Agreement) and to rent vacant space and, (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Contemplated Leases in effect as of the Closinglisted on Schedule A hereto (which Contemplated Leases are deemed consented to by Prime), except for (1) enter into and execute new leases and extensions, expansionsrenewals and expansions with respect to the existing tenancies ("New Leases"), options or renewals of existing Leases either (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2a) in connection accordance with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as leasing guidelines set forth on Exhibit “Q”C hereto (the "Leasing Guidelines") or (b) upon receipt from Prime of Prime's prior written consent to same, which consent shall not be unreasonably withheld or (c) without the consent of Prime, provided that, notwithstanding anything to the contrary contained herein, BRE shall act in a commercially reasonable manner and shall be responsible for all Buyer's Leasing Costs with respect to such New Lease entered into pursuant to this subsection 15(c). If a New Lease requires Prime's prior written consent pursuant to subsection 15(b) hereof, and Prime does not object within ten Business Days (iiias defined in the Purchase Agreement) no after receipt of a copy of a term sheet containing the material terms of such New Lease, the financial and credit and other information relating to the tenant under reasonably requested by Prime and copies of all agreements entered into with the tenant to induce the tenant to execute a New Lease, then Prime shall be deemed to have approved same. With respect to any amendments, terminations, modifications, surrender agreements, assignments and approvals of sublease agreements with respect to existing tenancies ("Lease Modifications"), BRE shall have the right in its sole discretion and without regard to the Leasing Guidelines, to execute and approve of any such Lease Modification, provided that BRE shall act at all times in a commercially reasonable manner and shall not enter into any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is Modifications which have a rent roll material adverse affect on the value of the Property and further provided that such Lease Modifications are not inconsistent with BRE's past practices at the Property. For the avoidance of doubt, Prime hereby acknowledges and agrees that (x) BRE in its sole discretion shall have the right to terminate any tenancy, regardless of whether such termination is pursuant to a New Lease, a Lease Modification or otherwise if BRE determines in its sole discretion that said tenant is in default under the terms of its lease and (y) BRE has the right to enter into New Leases which correctly sets forth pursuant to and in accordance with subsection 15(c) without the name consent of each tenant, Prime and BRE's entry into and execution of such New Leases shall not be deemed a breach of this Option Agreement or the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalPurchase Agreement.

Leases. There are no leases of space in the The Mortgaged Property which will be in force on the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property not subject to the leases) any Leases other than the LeasesLeases described in the rent roll delivered to Mortgagee in connection with this Mortgage. No person has any possessory interest in the Mortgaged Property or right to occupy the same except under and pursuant to the provisions of the Leases or any of the Permitted Exceptions. As used herein, “Leases” means, collectivelyof the date hereof, (i) the leases listed in Exhibit “O” (Mortgagor is the “Lease Exhibit”) owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of any Lease or any portion of Rents which are presently outstanding and have priority over the leases entered into in accordance with this Agreement. Seller Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Mortgagor to Mortgagee and intended to be duly recorded; (iii) no Lease has provided Buyer with true, correct and complete copies of all Leases (been modified or amended and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, except as disclosed to Mortgagee in writing on the date hereof; (iiiv) each Lease is in full force and effect; (v) neither Seller Mortgagor nor any tenant under any Lease is in monetary default or material non-monetary default under any of the Leasesterms, except as set forth on Exhibit “Q”covenants or provisions of the Lease, and (iii) Mortgagor knows of no tenant event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) there are no offsets or defenses to the payment of any portion of the Rents; (vii) all Rents due and payable under each Lease have been paid in full and no said Rents have been paid more than one (1) month in advance of the due dates thereof; (viii) Mortgagor has filed for bankruptcy. Additionally, Seller hereby represents not received any notice that any tenant of the Mortgaged Property intends to vacate their respective demised premises or otherwise cease operating at the Mortgaged Property and warrants Mortgagor has no knowledge that any of the tenants of the Mortgaged Property intend to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll vacate their respective demised premises or otherwise cease operating at the Mortgaged Property; and (viii) none of the Leases which correctly sets forth at the name Mortgaged Property are subject to any actions, whether voluntary or otherwise, against the tenants thereunder under the bankruptcy or insolvency laws of each tenantthe United States or any state and to the best of Mortgagor's knowledge, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalno such actions have been threatened.

Leases. There are no leases The Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the leasing or renting of space the Property or any portion thereof, except as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property which will be in force on or right to occupy the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject same, except pursuant to the leases) other than the Leases. As used herein, “Leases” means, collectively, Borrower hereby represents that: (i) the leases listed in Exhibit “O” Borrower has delivered a schedule (the “Lease ExhibitRent Roll”) of all Leases affecting the Property, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases entered into and rents contained herein in accordance Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with this Agreement. Seller the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) no Tenant has provided Buyer with any offset or defense to the payment of rent under its Lease; and (vi) no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) all work required to be performed by Borrower as of the date hereof under each Lease has been substantially performed as of the date hereof, all contributions to be made as of the date hereof by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, ix) to the extent in Sellerbest of Borrower’s possessionknowledge and belief, copies each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except as set forth on Exhibit “Q”, creditors; and (iiix) no tenant under Lease provides any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants party with the right to Buyer that attached obtain a lien or encumbrance upon the Property superior to the lien of this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalMortgage.

Leases. There are no leases of space in Operating Tenant represents and warrants to Administrative Agent and the Property which will be in force Lenders with respect to the Leases for residential occupancy, that (i) with respect to the rent roll or Census Report delivered to Administrative Agent on or before the Closing Date Date, to Operating Tenant’s Knowledge, such rent roll or Census Report for the Project delivered to Administrative Agent is true and correct; (ii) with respect to each rent roll or Census Report for the Project delivered to Administrative Agent after the Closing Date, such rent roll or Census Report is true and correct; (iii) to Operating Tenant’s Knowledge, such Leases are valid and in and full force and effect; and (iv) the interests of the sublandlord and the rents under which Seller is such Leases have not been assigned or pledged, other to Administrative Agent (for the landlord (whether by entering into the leases or acquiring the Property subject benefit of Lenders). Operating Tenant represents and warrants to Administrative Agent and Lenders with respect to the leases) other than the Commercial Leases. As used herein, “Leases” meansif any, collectivelythat, to Operating Tenant’s Knowledge, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) rent roll with respect to such Commercial Leases, if any, delivered to Administrative Agent is true and correct; (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Commercial Leases are in full force and effect; (iii) the Commercial Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (iiiv) the copies of the Leases delivered to Administrative Agent are true and complete; (v) neither Seller nor the sublandlord nor, to the knowledge of Operating Tenant, any tenant is in monetary default or material non-monetary default under any of the Commercial Leases; (vi) Operating Tenant has no knowledge of any notice of termination or default with respect to any Commercial Lease; (vii) Operating Tenant has not assigned or pledged any of the Commercial Leases, the rents or any interests therein except as set forth on Exhibit “Q”, to Administrative Agent and the Lender; (viii) no Tenant or other party has an option to purchase all or any portion of the Project; (ix) no Tenant has the right to terminate its Commercial Lease prior to expiration of the stated term of such Commercial Lease; (x) no Tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ rent); and (iiixi) no tenant under any Lease has filed for bankruptcy. Additionallyunless otherwise approved by Administrative Agent, Seller hereby represents and warrants all existing Commercial Leases are subordinate to Buyer that attached the Mortgage either pursuant to this Agreement as Exhibit “O-1” is their terms or a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusalsubordination agreement.

Leases. There are no leases Borrowers shall furnish Lender with executed copies of space in the Property which will all Leases. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates and shall be in force on the Closing Date arms-length transactions and under which Seller is the landlord (whether by entering into the leases or acquiring the Property shall be subject to the leasesprior written approval of Lender. All Leases shall provide that they are subordinate to the Mortgages and that the lessee agrees to attorn to Lender. Borrowers shall: (A) observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (B) promptly send to Lender copies of all notices of default which Borrowers shall send or receive thereunder; (C) enforce all of the terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof; (D) not collect any Profits (as defined in the Mortgages) more than one (1) month in advance; (E) not execute any other assignment of the lessor's interest in the Leases or Profits; (F) other than de minimis non-financial amendments, not alter, modify or change the Leasesterms of the Leases without the prior written consent of Lender, or, except if a lessee is in default, cancel or terminate the Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of any Property or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder. As used hereinHowever, “Leases” means, collectively, (i) any Lease may be canceled if at the leases listed in Exhibit “O” (time of the “cancellation thereof a new Lease Exhibit”) and (ii) the leases is entered into with a bona fide, independent third-party on substantially the same terms or more favorable terms as the canceled Lease; (G) not alter, modify or change the terms of any guaranty of the Leases or cancel or terminate such guaranty without the prior written consent of Lender; (H) not consent to any assignment of or subletting under the Leases not in accordance with this Agreement. Seller has provided Buyer with truetheir terms, correct without the prior written consent of Lender; and complete copies (I) execute and deliver at the request of Lender all Leases (such further assurances, confirmations and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the Closing, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals of existing Leases (provided that such obligations are set forth in the applicable Lease or in Exhibit “P”) or (2) assignments in connection with new Leases which are permitted hereunder. To Seller’s knowledge, (i) all of the Leases are in full force and effect, (ii) neither Seller nor any tenant is in monetary default or material non-monetary default under any of the Leases, except Properties as set forth on Exhibit “Q”, and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants Lender shall from time to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll of the Leases which correctly sets forth the name of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusaltime request.

Leases. There are no leases An accurate and complete Rent Roll as of space the date of inclusion of each Unencumbered Asset Pool Property in the Property which will be in force on Unencumbered Asset Pool with respect to all Leases of any portion of the Closing Date and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject Unencumbered Asset Pool Properties has been provided to the leases) other than the LeasesAgent. As used herein, “Leases” means, collectively, (i) the leases listed in Exhibit “O” (the “Lease Exhibit”) and (ii) the leases entered into in accordance with this Agreement. Seller has provided Buyer with true, correct and complete copies of all Leases (and all modifications and amendments thereto, all related correspondence, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto, and, to the extent in Seller’s possession, copies of all subleases and other occupancy agreements affecting the Property). None of the Leases has been amended date of delivery of such Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such Rent Roll. Except as set forth in the Lease Exhibit. There are no security deposits under the Leases except as set forth in the Lease Exhibit. As of the ClosingSchedule 6.22, there shall be no commissions or tenant improvement cost obligation owing by Seller with respect to any Leases in effect as of the Closing, except for (1) extensions, expansions, options or renewals date of existing Leases (provided that such obligations are set forth inclusion of the applicable Unencumbered Asset Pool Property in the applicable Lease or in Exhibit “P”) or (2) in connection with new Unencumbered Asset Pool, the Leases which are permitted hereunder. To Seller’s knowledge, (i) all of any portion of the Leases Unencumbered Asset Pool are in full force and effecteffect in accordance with their respective terms, (ii) neither Seller without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant is or licensee thereunder, and except as reflected in monetary default Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material non-monetary default under default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, except as set forth on Exhibit “Q”and to the knowledge of the Borrower and the Guarantors there is no basis for any such claim or notice of material default by tenant or licensee. No property other than the Unencumbered Asset Pool Property which is the subject of the applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and (iii) no tenant under any Lease has filed for bankruptcy. Additionally, Seller hereby represents and warrants to Buyer that attached to this Agreement as Exhibit “O-1” is a rent roll all of the Leases which correctly sets forth of the name Unencumbered Asset Pool Properties owned by it, except that both a Subsidiary Guarantor and Borrower hold the lessor’s, landlord’s or licensor’s 113 interests in the agreements described in the definition of each tenant, the space affected, the rent, the term (including any options to renew), the security deposit, if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal“Nokia Agreement” in §1.1.